Tutor Agreement

1.Introduction and Acceptance

This Tutor Agreement (“Agreement”) is between you and ASHURON INC., the operator of the Mentoryn platform (“Mentoryn,” “we,” “us,” or “our”).

This Agreement applies to you if you apply to offer tutoring through Mentoryn or are approved to offer tutoring through Mentoryn (a “Tutor”).

You accept this Agreement by affirmatively indicating acceptance through the method Mentoryn provides, such as checking an acceptance box or providing an electronic signature. Your acceptance is recorded together with the version of this Agreement you accepted.

You may not be activated to offer or provide tutoring through Mentoryn until you have accepted this Agreement.

If you do not agree to this Agreement, do not apply to tutor or offer tutoring through Mentoryn.

2.Relationship to Other Mentoryn Terms

This Agreement should be read together with:

• the Mentoryn Terms of Use;
• the Mentoryn Privacy Policy; and
• the booking, scheduling, cancellation, payment, payout, refund, and other policies and rules disclosed through the Platform that apply to a particular feature or transaction.

This Agreement supplements the Terms of Use, and the Terms of Use continue to apply to you as a user of Mentoryn. This Agreement and the Terms of Use set out contractual obligations; the Privacy Policy explains how Mentoryn collects, uses, and handles personal information. If this Agreement conflicts with the general Terms of Use regarding a tutor-specific matter, this Agreement controls for that matter. Capitalized terms used but not defined here have the meanings given in the Terms of Use.

3.Eligibility

To apply to tutor or offer tutoring through Mentoryn, you must:

• be at least 18 years old;
• be legally able to enter into this Agreement;
• apply and act using your own identity and your own account;
• provide accurate and current information; and
• satisfy any legal requirements that apply to the tutoring services you personally provide.

You may not transfer your Tutor account or allow another person to tutor through it.

4.Tutor Application and Review

Mentoryn reviews tutor applications before allowing a person to offer tutoring through the Platform.

As part of the application and review process, Mentoryn may require you to provide information reasonably necessary for review, such as:

• profile information;
• education;
• teaching and professional experience;
• qualifications and certifications;
• a resume or CV;
• supporting application or credential documents;
• identification or other identity information, where required;
• an introduction video and profile photo; and
• other application information.

Submitting an application does not guarantee approval, and approval does not guarantee any level of bookings, income, or continued Platform availability.

Mentoryn may review the information and documents you provide and may verify, or request additional verification of, your identity, credentials, and application information.

5.Independent-Provider Relationship

You provide tutoring services as an independent provider.

This Agreement and your use of Mentoryn do not by themselves create an employment, partnership, agency, franchise, or joint-venture relationship between you and Mentoryn.

Subject to the Platform’s rules, safety requirements, and applicable law, you generally control your own:

• availability and schedule;
• teaching methods and materials;
• subjects and lesson offerings; and
• lesson pricing, through the pricing functionality the Platform provides.

You are not required to offer tutoring exclusively through Mentoryn, and nothing in this Agreement prevents you from tutoring elsewhere.

You are responsible for the tutoring services you personally provide. You have no authority to act for Mentoryn, to bind Mentoryn, or to make commitments on Mentoryn’s behalf.

6.Profile Accuracy and Representations

You must keep the material information in your tutor profile and application accurate and current.

You must not misrepresent your:

• identity;
• age;
• qualifications;
• certifications;
• education;
• teaching or professional experience;
• professional credentials;
• relationship to a learner; or
• other material information.

Mentoryn may review, moderate, correct, remove, or request verification of profile information as described in the Terms of Use.

7.Availability, Lesson Offerings, and Pricing

You manage your tutoring availability through the Platform’s availability tools. You should keep your published availability current, because learners and parents book lessons against it.

You choose which subjects you offer and which of the lesson durations supported by the Platform you offer. You set your listed price for each lesson duration you offer using the Platform’s pricing tools, and you may change your listed prices prospectively at any time through those tools.

Where the Platform’s functionality permits you and a learner or parent to establish an agreed lesson rate for that relationship, the agreed rate remains applicable until it is changed prospectively according to the Platform’s pricing rules. Lessons or lesson credits that have already been purchased keep the price at which they were purchased; later price changes apply prospectively only.

Prices shown to learners and parents, and the amounts used for purchases, are determined by the Platform’s pricing functionality based on the prices you set or agree through it.

8.Bookings, Scheduling Changes, Cancellations, and No-Shows

Lessons are booked through the Platform against your published availability. A booking made through the Platform in accordance with its rules is a commitment you are expected to honor.

The booking, rescheduling, cancellation, and no-show rules that apply to a lesson, including any applicable time windows and fees, are those disclosed through the Platform for that booking. The Platform may give tutors different scheduling and rescheduling permissions than learners.

You must:

• attend booked lessons on time and conduct them for the booked duration;
• use the Platform’s tools to cancel or reschedule when you cannot attend, as early as reasonably possible;
• accurately reflect lesson status where the Platform allows you to report it; and
• not misuse or manipulate booking, cancellation, no-show, or attendance systems.

The Platform may determine lesson attendance and delivery from classroom participation records and other Platform data, and Mentoryn may review and correct lesson outcomes.

Repeated failures to honor bookings, repeated late cancellations by you, or misuse of scheduling systems may result in restriction, suspension, or removal under Section 20.

9.Trial Lessons

Free trial lessons are part of offering tutoring through Mentoryn and are not an optional Tutor feature. The Platform allows eligible learners and parents to book a free 25-minute trial lesson with a tutor, as provided in the Terms of Use and the Platform’s rules, so they can evaluate the tutor before deciding whether to continue with paid lessons. Trial eligibility is determined by the Platform.

By offering tutoring through Mentoryn, you agree to accept eligible trial bookings made through the Platform against your published availability. You continue to control your own availability and schedule, and trial lessons are booked only against the availability you publish. Once a trial lesson is booked, you are expected to honor it, subject to the applicable cancellation and rescheduling rules disclosed through the Platform.

A trial lesson that is attended is free to the learner. Unless Mentoryn expressly provides otherwise, you are not separately compensated for conducting a trial lesson.

Where a disclosed trial no-show or late-cancellation fee is actually collected from a learner or parent, Mentoryn may share a portion of that fee with you as disclosed through the Platform.

You must not misuse the trial program, including by soliciting or arranging trial bookings intended to abuse trial eligibility or fees.

10.Payments, Platform Fees, and Payouts

Learners and parents pay for lessons through the Platform. Payments are processed by third-party payment processors, including Stripe.

To receive payouts, you must complete payout onboarding with Mentoryn’s payment processor, including providing the information the processor requires. Payout availability may depend on the processor’s supported countries and requirements as disclosed through the Platform.

Mentoryn deducts a Platform fee from lesson amounts before amounts are credited to you. The applicable Platform fee is clearly disclosed through the Platform, and you can see the current fee that applies to you. The payout schedule, any minimum payout amount, and any holding or clearing period that applies before amounts become payable are also disclosed through the Platform.

If Mentoryn changes the Platform fee, Mentoryn will provide notice, and the change will apply prospectively only. A fee change does not reduce amounts already credited to you and does not change the terms of purchases that were completed before the change.

Amounts credited to you are based on the price applicable to each purchased lesson at the time it was purchased.

Lessons booked through Mentoryn must be paid for through Mentoryn. You must not request or accept payment outside the Platform for lessons booked through Mentoryn, and you must not request learners’ or parents’ payment credentials.

Mentoryn may withhold, delay, or adjust amounts that have not yet been paid out to you where reasonably necessary for reasons disclosed through the Platform or required by law, including suspected fraud, payment failures, disputes, required verification, or payout-account issues.

11.Refunds, Reversals, and Chargebacks

Refund and adjustment rules for learners and parents are governed by the policies disclosed through the Platform.

Except where the applicable cancellation or no-show rules disclosed through the Platform provide that you are entitled to compensation, if a lesson is not delivered, is cancelled with a credit returned, is refunded, or is reversed through a payment dispute or chargeback, the corresponding amounts do not become payable to you, and Mentoryn may adjust or reverse corresponding amounts that have not yet been paid out to you.

Mentoryn may investigate payment disputes and may request information from you reasonably needed to respond to a dispute concerning your lessons.

12.Taxes

You are responsible for your own tax obligations arising from amounts you earn through Mentoryn, unless applicable law requires otherwise.

Mentoryn or its payment processor may collect tax-related information from you and may provide or file tax information or forms where legally required.

Mentoryn does not provide tax, legal, or accounting advice.

13.Working with Learners, Parents, and Guardians

Many Mentoryn learners are minors. You must:

• maintain professional conduct and appropriate boundaries with every learner at all times, and follow Mentoryn’s child-safety rules;
• comply with the Platform’s parental controls and age-based permissions, and not bypass or help anyone bypass them;
• communicate with a minor learner only through Mentoryn or through communication services expressly permitted by Mentoryn for tutoring;
• not request or exchange personal phone numbers, personal email addresses, personal social-media accounts, or other private contact details with a minor learner;
• direct account, scheduling, and payment matters concerning a minor learner to the learner’s parent or guardian where the Platform provides for it;
• access and use learner information only as reasonably necessary to provide tutoring through the Platform; and
• promptly report any child-safety concern to Mentoryn through the Platform’s support channels.

Child-safety eligibility

You represent that you are not currently prohibited, suspended, disqualified, or otherwise legally or professionally restricted from working with or providing services to minors. You agree to notify Mentoryn promptly if that changes. A false or materially misleading statement regarding this representation may be grounds for rejection, restriction, suspension, or removal under Section 20.

The parent or guardian manages a minor learner’s participation as described in the Terms of Use and Privacy Policy. You must respect restrictions a parent or guardian has placed through the Platform.

14.Safety and Prohibited Conduct

You must not use Mentoryn to:

• violate applicable law;
• harass, threaten, intimidate, exploit, or endanger any person;
• engage in inappropriate or sexual conduct involving a minor, or groom or attempt to groom a minor;
• send sexual or explicit content;
• discriminate against any person in violation of applicable law;
• commit fraud or impersonate any person;
• misuse payments, trials, bookings, or attendance systems;
• request passwords, payment credentials, or unnecessary financial information from any user;
• upload malicious files or software;
• interfere with Platform security or safety systems, or gain unauthorized access to systems or accounts;
• violate another person’s privacy; or
• engage in conduct that creates unreasonable risk for learners, other users, or Mentoryn.

Mentoryn may investigate suspected violations and, where required or appropriate, cooperate with lawful requests from courts, law enforcement, child-safety organizations, payment providers, or other authorities.

15.Messaging; Homework and Academic Integrity; Files

Messaging

Platform communications are for legitimate tutoring, educational, scheduling, support, and Platform-related purposes, and are subject to the messaging rules in the Terms of Use. Messaging permissions may depend on a learner’s age and account configuration, and messages involving minor learners may be visible to the learner’s parent or guardian.

Homework and academic integrity

You may provide explanations, practice, feedback, notes, homework, and other legitimate educational assistance. You must not knowingly facilitate academic dishonesty, including taking examinations for a learner, completing prohibited graded work on a learner’s behalf, impersonating a learner, or helping anyone violate an educational institution’s rules.

Files and submissions

Files, attachments, and voice submissions you provide must be for legitimate educational purposes and must comply with the Terms of Use. Uploads may be validated and scanned, and unsafe or prohibited files may be rejected or removed. Acceptance of an upload does not guarantee permanent storage; keep your own copies of materials that matter to you.

16.Live Online Lessons; Recording

Mentoryn may provide technology for conducting live online lessons through the Platform. Where permitted, independent third-party communication or video services may also be used in connection with tutoring; such services are operated separately from Mentoryn and are subject to their own terms, and you are responsible for complying with them when you choose to use them.

You must not record a tutoring session unless you have obtained all consent required by applicable law and the appropriate consent of the participants. Where a learner is a minor, parent or guardian authorization may also be required. Mentoryn may establish additional recording restrictions or requirements.

17.Learner Information, Privacy, and Confidentiality

Through tutoring you may receive information about learners, parents, and guardians, including profile, lesson, homework, message, and file information.

You must:

• use that information only as reasonably necessary to provide tutoring through the Platform;
• not disclose it to others except as necessary for the tutoring, as authorized by the person it concerns, or as required by law;
• protect it against unauthorized access or disclosure while it is in your possession; and
• not retain or use it for unrelated purposes after your tutoring relationship or your participation on Mentoryn ends.

Mentoryn’s collection and handling of personal information is described in the Mentoryn Privacy Policy.

18.Content and Intellectual Property

Your content

You retain ownership of the content you create and submit, including profile content, lesson materials, homework, feedback, messages, and media. You grant Mentoryn the limited, non-exclusive license described in the Terms of Use to host, store, reproduce, process, transmit, display, moderate, and otherwise use your content as reasonably necessary to operate the Platform, provide tutoring-related functionality, provide support, maintain safety and security, prevent fraud and abuse, comply with law, and enforce Mentoryn’s terms and policies.

You represent that you have the rights and permissions necessary for the content and materials you submit or use in tutoring, and that they do not infringe the rights of others.

Public profile

Information you provide for your tutor profile, including your name, photo, video, biography, subjects, qualifications, experience, availability, and pricing, is intended to be publicly visible and may be displayed and promoted through the Platform.

Mentoryn property

The Mentoryn Platform, including its software, design, branding, trademarks, logos, and other proprietary materials, belongs to or is licensed to Mentoryn. This Agreement does not transfer any Mentoryn intellectual property to you.

19.Reviews and Ratings

The Platform may allow eligible learners or parents to publish ratings and reviews of tutors, with limited attribution, as part of the public tutor profile.

You must not manipulate ratings or reviews, including by submitting or procuring fraudulent reviews, offering incentives for favorable reviews, or pressuring a reviewer to change or remove a review.

Mentoryn may moderate or remove reviews under its policies, but does not guarantee that any particular review will be published, retained, or removed.

20.Suspension, Restriction, and Removal

Mentoryn may restrict, suspend, or remove your ability to offer tutoring through the Platform, or take other proportionate action, where Mentoryn reasonably believes you have:

• created a safety risk to any person, including any child-safety concern;
• committed fraud, or misused payments, trials, bookings, or attendance systems;
• materially violated this Agreement, the Terms of Use, or applicable policies;
• misrepresented your identity, qualifications, or other material information;
• compromised Platform security; or
• violated applicable law.

Where appropriate and legally permitted, Mentoryn may provide notice or an opportunity to address the issue.

If your participation ends, amounts already properly credited to you for delivered lessons remain subject to the payout, adjustment, and dispute provisions of this Agreement and the policies disclosed through the Platform. Sections of this Agreement that by their nature should survive, including those concerning learner information, content licenses, payments and adjustments, and disputes, survive termination.

You may stop offering tutoring through Mentoryn at any time by using available account controls or contacting support@mentoryn.com. Ending your participation does not remove obligations that arose before it ended, including obligations for lessons already booked or delivered.

21.Disclaimers, Liability, and Disputes

The disclaimers, limitations of liability, third-party-service provisions, and dispute provisions of the Terms of Use apply to this Agreement and to your participation as a Tutor, to the extent permitted by applicable law.

Mentoryn does not guarantee bookings, learner demand, income, search placement, or continued availability of any Platform feature.

If you have a concern or dispute relating to this Agreement, please first contact support@mentoryn.com so we can try to resolve it informally.

22.Changes to This Agreement; Electronic Acceptance

Mentoryn may update this Agreement as the Platform, legal requirements, or tutoring features change. The date at the top shows when this Agreement was most recently updated.

If Mentoryn makes material changes, Mentoryn will provide notice and, where required by law or by Mentoryn’s policies, will require you to accept the updated Agreement before you continue offering tutoring through the Platform. Each acceptance is recorded with the version of the Agreement accepted.

Your electronic acceptance, including checking an acceptance box or typing your name as an electronic signature where requested, has the same effect as a handwritten signature to the extent permitted by applicable law.

23.General

If any portion of this Agreement is determined to be invalid or unenforceable, the remaining provisions continue in effect to the extent permitted by law. If Mentoryn does not enforce a provision immediately, that does not waive the right to enforce it later. You may not assign this Agreement without Mentoryn’s consent.

This Agreement, together with the Terms of Use and the applicable policies disclosed through the Platform, forms the agreement between you and Mentoryn concerning tutoring through the Platform. It should be read together with the Privacy Policy, which explains how Mentoryn collects, uses, and handles personal information.

24.Contact

If you have questions regarding this Agreement, please contact: