EduTailors Inc., a Delaware corporation, (collectively, “EduTailors”, “Edu-Tailors”, “we” or “us”) offers its services under the following Terms of use (hereafter collectively referred to as the “Agreement”) that constitute a legal agreement between you and EduTailors, a US corporation or the appropriate entity (the “Company”). You should read them carefully and use the EduTailors services only if you agree and consent to the agreement. By using the software, you agree to be legally bound by the agreement and the privacy statement set forth herein just as if had signed them.

We are constantly looking for ways to improve and expand EduTailors. We may amend these terms from time to time. The amended terms shall be effective upon posting. Any use after amendment constitutes acceptance of the new terms.

These terms and conditions apply to all our services directly or indirectly (through distributors) made available online, through any mobile device, by email or by telephone. By accessing, browsing and using our website, our mobile application or any of our applications through whatever platform (hereafter collectively referred to as the “Software”) and/or by completing a booking, you acknowledge and agree to have read, understood and agreed to the terms and conditions set out below (including the privacy statement).

If you do not agree to these terms and conditions including our privacy statement and you are not willing to be bound by them, do not install our application and/or promptly erase it and any part thereof, from your mobile phone or computer and do not use it in any manner whatsoever.

The Software is owned, operated and provided by EduTailors and it is provided for your personal, non-commercial use only, subject to the terms and conditions set out below.

Definitions and interpretation

For purposes of this Agreement, the following definitions apply:

• “we”, “us”, “our” and “Company” refers to EduTailors and its affiliate (distribution) partners
• “User(s)” refers to the customer using/booking a session through our mobile applications or through the website
• “Software” refers to the Mobile and Web applications owned by EduTailors and used by you to book your session.
• “you”, “your”, “yours” and “Freelancer(s)” refers to the licensed private hire Freelancer who has completed the registration for Freelancers and is accepted by EduTailors to participate as a Freelancer,
• “User (s)” refers to any user of the Software, including you, and
• “EduTailors services” refers to services rendered by EduTailors, through the use of its Software, to you
• “Session services” refers to online services rendered by Freelancers to users
• “Agency” means a corporation or a company that employs people as employees or freelancers.

Scope of our Service

Through the software, we provide an online platform through which session Freelancers have the opportunity to receive online orders and the option to be contracted directly by potential users looking for a session through EduTailors.

For this purpose, your identification details will be transmitted to the users every time the user searches for a session through EduTailors. The user will be provided with your first name and surname, telephone number, photograph, languages spoken, acceptance rate, various services provided, user comments and number of assessments. As soon as you start the application and set yourself to ‘Available’ status, your location can be identified by all users and other users. The respective geo-information of the user will be specified after the user books you through EduTailors software.

We are not a licensed private hire operator, nor an online carrier and we do not provide online services. We act solely as an intermediary between you and the user. From the point at which you make you accept to meet a user through EduTailors, you enter into a direct (legally binding) contractual relationship with the user that has booked you. It is up to you to offer online services which may be scheduled through use of the software or EduTailors service. EduTailors offers information and a method to obtain users but does not intend to provide session services or act in any way as an online carrier and has no responsibility or liability for the users using EduTailors.

When rendering our services, the information that we disclose is based on the information provided to us by the users. As such, the users are fully responsible for informing us with their updated information and indicate directly by themselves their availability, which is displayed on our software. Although we will use reasonable skill and care in performing our EduTailors services we will not verify if, and cannot guarantee that, all information is accurate, complete or correct, nor can we be held responsible for any errors (including manifest and typographical errors), any interruptions (whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of our software or otherwise), inaccurate, misleading or untrue information or non-delivery of information. Each user remains responsible at all times for the accuracy, completeness, and correctness of the (descriptive) information displayed on our software. Our software does not constitute and should not be regarded as a recommendation or endorsement of the quality, service level or rating of any user made available.

Our services are made available for personal and non-commercial use only. Therefore, you are not allowed to re-sell, deep-link, use, copy, monitor (e.g. spider, scrape), display, download or reproduce any content or information, software, products or services available on our software for any commercial or competitive activity or purpose.

Charges

Subject to the terms of this agreement, the Freelancer shall pay EduTailors the amount declared in the Freelancer’s section of the respective country site for each session that you book through the EduTailors service as a fee for the use of EduTailors services to you. The revenue achieved with the meet order obtained is immaterial.

Sessions that you book through EduTailors service will be calculated by the software system and totaled at the end of each month. You can access through your installed application at any time your balance that describes the total amount owed by you to EduTailors, according to the above, regarding the sessions that you book through EduTailors service.

Any delay or failure to pay any invoice, for any reason, shall give the right to EduTailors to increase the total amount due by you by default interest of 1% (one percent) per month. In these cases, EduTailors may also in its sole discretion, suspend or cancel your access to the software.

The Freelancer is responsible to bear any taxes, fees or charge levied on the payment of the above fee.

Our service to the users is free of charge. Unlike many other parties, we will not charge the user for our service or add any additional (booking) fees to the session. We will not charge the user, as he will pay you directly for your session.

Service fees for freelancers

Freelancers pay do not pay an upfront fee for the use of the site. EduTailors charges service fees to freelancers, which is 15% of revenue, for using the site’s marketing, technology, communication, invoicing, reporting, dispute resolution, and payment services, including facilitating arbitration services and hourly payment protection, as described in the applicable instructions. The service fees (to use the site and site services) are paid solely by a freelancer. When a client pays a freelancer for a project or when funds related to a project are otherwise released to a freelancer as required by the applicable escrow instructions we will credit the freelancer escrow account for the full amount paid or released and subtracted by the EduTailors service fee. Freelancer hereby irrevocably authorizes and instructs EduTailors to deduct the service fee from the freelancer account and pay EduTailors on freelancer’s behalf.

VAT and other taxes

EduTailors may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to vat using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the freelancer (the “taxes”). In such instances, any amounts EduTailors is required to collect or withhold for the payment of any such taxes shall be collected in addition to the fees owed to EduTailors under the terms of service.

No fee for introducing or for finding projects

EduTailors does not introduce clients to freelancers and does not help freelancers secure projects. EduTailors merely makes the site and site services available to enable freelancers to do so themselves and may from time to time highlight projects that may be of interest. Therefore, EduTailors does not charge a fee when a freelancer finds a suitable client or finds a project. In addition, EduTailors does not charge any fee or dues for posting public feedback and composite or compiled feedback, including composite information.

Disbursements to employees and freelancers

Freelancers

Under the relevant escrow instructions, EduTailors disburses funds that are available and payable to a freelancer upon freelancer’s request. EduTailors will disburse available funds no later than the last day of each month after the freelancer fees are released to the freelancer account unless the amount in the escrow account is less than the minimum threshold. For purposes of the terms of service, a “minimum threshold” is either:

• €300 for freelancers within the United States, or
• €100 for freelancers outside the United States.

When the funds in the freelancer escrow account are below the minimum threshold, the automatic disbursement schedule is paused notwithstanding any other provision of the terms of service or the escrow instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the site or the terms of service, including by committing or attempting to commit fraud or other illicit acts on or through the site, EduTailors may refuse to process or may hold the disbursement of the freelancer fees and take such other actions with respect to the escrow account as we deem appropriate in our sole discretion and in accordance with applicable law.

Without limiting the foregoing, EduTailors, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the freelancer fees or any other amounts and offset amounts owed to us if:

• we require additional information, such as freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth
• we have reason to believe the freelancer fees may be subject to dispute or chargeback
• we suspect fraud
• we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this agreement or other terms of service or
• we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the freelancer fees is no longer necessary, EduTailors will release such hold as soon as practicable

In addition, notwithstanding any other provision of the terms of service or the escrow instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us if we:

• suspect fraud or criminal activity associated with your payment, withdrawal, or project
• discover erroneous or duplicate transactions or
• have supplied our services in accordance with this agreement yet we receive any chargeback from the payment method used by you or used by your client if you are a freelancer, despite our provision of the site services in accordance with this agreement

You agree that we have the right to obtain such reimbursement by instructing EduTailors to (and EduTailors will have the right to) charge the applicable escrow account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your payment method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the site and site services and close your account.

Employees

Employees are getting paid at the end of each month, without any applicable limitations.

Euros and foreign currency conversion

The Site and the Site Services operate in Euros. If the Freelancer’s location implies a currency other than Euros and requires currency conversion to make payments in Euros, the Site may display foreign currency conversion rates that EduTailors or our Affiliates currently make available to convert supported foreign currencies to Euros. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. If foreign currency conversion is required to make a payment in Euros and either EduTailors, or our Affiliates does not support the foreign currency or the Freelancer does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, or one of our Affiliate will debit the Freelancer’s Payment Method in the home country currency using the Euro FX spot rate at the day of transaction. Freelancer’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. EduTailors and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than Euros. EduTailors and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse.

Privacy

EduTailors uses high ethical standards and respects your privacy. Save for disclosures required by law in any relevant jurisdiction, we will not disclose your personal information to third parties without your consent. However, we reserve the right to disclose your personal information to our affiliated (group) companies (in and outside the European Union), including our and our affiliated (group) companies’ employees and our trusted agents and representatives who have access to this information with our permission and who need to know or have access to this information to perform our service (including customer services and internal (audit/compliance) investigation) to and for the benefit of you. Please have a look at our privacy statement for further information.

Registration and Use of Website

You can only use EduTailors if you have registered to do so. Only individuals who are legally entitled may register on EduTailors. If you reside in a jurisdiction which restricts the use of the Services because of age or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Software and Service. If you are not legally entitled and/or have had your account suspended or canceled, temporarily or permanently, you cannot register.

 

You must complete the registration form available on our software if interested to use our services as a user or as freelancer. The forms and applications for users are different than the freelancers. By registering on EduTailors, you agree:

• To provide true, accurate, complete and updated information about yourself at the registration form and update them whenever necessary. EduTailors is not obligated to monitor or control the accuracy of information provided by you. If any information provided by you is not in accordance with these provisions or if EduTailors has reasonable grounds to suspect that such information does not agree, EduTailors has the right to refuse your registration, whether as user or as freelancer, and suspend or terminate immediately, regardless of notice, the registration of your account and refuse any and every use, present or future, of the EduTailors services that require registration. In this case, you shall not be entitled to any indemnity or compensation for the refusal, suspension or cancellation of your registration
• That you will not use EduTailors: for any unlawful purpose; in any way that interrupts, damages, impairs or renders EduTailors less efficient; to transfer files that contain viruses, trojans or other harmful programs; to access or attempt to access the accounts of other users or to penetrate or attempt to penetrate any security measures; to disseminate any content which is defamatory, obscene, or may have the effect of being harassing, threatening or abusive to an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability or otherwise; to advertise or promote third party or your own products or services
• To refrain from doing anything which we reasonably believe to be disreputable or capable of damaging our reputation
• Acknowledge that we have limited control over the nature and content of information and chat transmitted or received by you or other users of EduTailors. Although we reserve the right to do so, we do not monitor such content in the usual course of business and will not be liable for any such content. If you have a complaint about another user, please contact us via the app or website
• To comply with all applicable laws from your home nation, the country, state, and city in which you are present while using the software or EduTailors service
• To make payment in full to any session freelancers introduced to you through EduTailors for any services provided by such freelancer to you
• To treat session freelancers introduced to you through EduTailors with respect and not to cause damage to their session
• To compensate and defend us fully against any claims or legal proceedings brought against us by any other person as a result of your breach of this agreement
• That the nickname or email (e.g. xxx@yahoo.com) that you use to register on the Software shall not resemble to EduTailors’ company name. Also, nicknames deemed offensive may be deleted, as well as containing a URL or email address
• That you shall not use EduTailors service or software to cause nuisance, annoyance or inconvenience
• That by accessing and using the EduTailors services via mobile devices, or by using certain mobile features, you may incur fees from the provider or carrier of the mobile services that you use (“Carrier”) and you are solely responsible for the payment of such fees

 

You are solely responsible for maintaining the confidentiality of your password chosen by you at your registration at EduTailors. EduTailors is not responsible for any harm resulting from disclosure of your password from yourself to third parties or use of your password by a third party to access your account. In the event of any unauthorized use of your account, you must immediately notify EduTailors at support@edutailors.com.

 

The user may change at any time its registration information according to our Privacy Statement. When contacting a freelancer and requesting the provision of services, you must wait for the response of the freelancer, who may accept or deny the provision of session services. If the freelancer accepts the engagement and you want to cancel it for any reason, you must cancel the session call by specific action on the software. Users acknowledge that EduTailors is not liable for any delays, cancellations, failure to provide session services between the User and Freelancer, nor for any delay or failure in the provision of session services.

Prohibited Uses

Except as specifically permitted herein, without the prior written consent of EduTailors you agree not to:

• Use, modify, incorporate into or with other software, or create a derivative work of any part of the Application and
• Sell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this agreement with or to anyone else
• Copy, distribute or reproduce the application for the benefit of third parties
• Disclose the results of any benchmarking of the application, or use such results for your own competing software development activities and/or
• Modify, disassemble, decompile, reverse engineer, revise or enhance the software or attempt to discover the software’s source code

Ratings and user reviews

The freelancers agree that the users that hire them may evaluate the services provided by them. When doing so, users shall be obliged to be objective in their evaluation. The completed user review may be:

• Uploaded onto the relevant freelancer information page on our software for the sole purpose of informing (future) users of your opinion of the service (level) and quality of the freelancer and
• (wholly or partly) used and placed by EduTailors at its sole discretion (e.g. for marketing, promotion or improvement of our service) on our software or such social media platforms, newsletters, special promotions, apps or other channels owned, hosted, used or controlled by EduTailors

 

We reserve the right to adjust, refuse or remove reviews at our sole discretion. The user review form should be regarded as a survey and does not include any (further commercial) offers, invitations or incentives whatsoever.

Disclaimer

By entering into this agreement and using the software or EduTailors service, to the extent permitted by law, you agree that you shall defend, indemnify and hold the company, its licensors and each such party’s parent organizations, subsidiaries, affiliated companies, distributors, affiliate (distribution) partners, shareholders, officers, directors, employees, representatives, members, attorneys, licensees, agents, or others involved in creating, sponsoring, promoting, or otherwise making available the software and its contents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:

• any punitive, special, indirect or consequential loss or damages, any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim
• any inaccuracy relating to the (descriptive) information (including personal data, comments, and ratings) of the users as made available on our software
• the services rendered by the Freelancer
• (any (direct, indirect, consequential or punitive) damages, losses or costs suffered, incurred or paid by you (including attorneys’ fees and costs), pursuant to, arising out of or in connection with the use, inability to use or delay or virus of our software and/or the server that the software is hosted or
• for any (personal) injury, death, property damage, or other (direct, indirect, special, consequential or punitive) damages, losses or costs suffered, incurred or paid by you, whether due to (legal) acts, errors, breaches, (gross) negligence, wilful misconduct, omissions, non-performance, misrepresentations, tort or strict liability by or (wholly or partly) attributable to the user (its employees, directors, officers, agents, representatives or affiliated companies)(including attorneys’ fees and costs), including any (partial) cancellation, double-booking, strike, force majeure or any other event beyond our control
• any information on this software sometimes linked to external sites over which our services have no control and for which we assume no responsibility
• any user violation or breach of any term of this agreement or any applicable law or regulation, whether or not referenced herein.

Limitation of Liability

EduTailors is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

• your use of or your inability to use our Site or Site Services; delays or disruptions in our Site or Site Services
• viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services
• damage to your hardware device from the use of the Site or Site Services
• the content, actions, or inactions of third parties’ use of the Site or Site Services; a suspension or other action taken with respect to your Account
• your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display)
• Composite Information, or metrics found on, used on, or made available through the Site and
• your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms of Service

Additionally, in no event will EduTailors, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities.

These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this agreement or the other terms of service, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.

Termination

EduTailors may notify, suspend or terminate, temporarily or permanently, the account of a User at any time and take appropriate legal action if:

• The Freelancers violate any of the representations, warranties, and obligations contained in these Terms Use or any policies and rules adjacent to it
• The Freelancers do cancel more than 10% of their sessions (defined as: the users should enroll in 10 sessions before they cancel or reschedule)
• The Freelancers fraudulent practice or fraudulent act, or
• EduTailors understands, in its sole discretion, that the activities and attitudes of the Users have caused or may cause some damage to third parties or EduTailors. The Users shall not be entitled to any damages or compensation for the cancellation or suspension of your account on the software

EduTailors may in its sole discretion, for any reason or no reason and at any time alter and/or discontinue providing its services, with or without notice. EduTailors shall not be liable for any damage or loss caused by such an alteration/ termination of the EduTailors service. You are under no obligation to use the EduTailors service and may simply choose to stop using it at any time.

Code of conduct

For the avoidance of doubt, canceling your account does not relieve you of your obligations with respect to the exclusivity period set forth. Users and freelancers can reschedule or cancel sessions 12 hours in advance. Any rescheduling that takes place in a shorter time frame constitutes a violation.

Intellectual Property

Any and all content, including but not limited trademarks, logos, symbols, domain names, trademarks, designs, industrial designs, images, photographs, backgrounds, icons, navigation tools, texts, among others, of the present software or related to products and goods displayed on the software are protected by copyright and intellectual property and are owned by EduTailors or third parties authorized by EduTailors to develop activities on the software. The user agrees to respect the intellectual property rights of EduTailors and others and is aware that intellectual property in this software can never be used in any manner and in any media without our prior written permission of their owners. EduTailors is not liable for damages suffered by a User who has copied, transferred, distributed or otherwise protected content used in this software, violating rights of third parties.

The Company hereby grants you a non-exclusive, non-transferable, right to use the software and EduTailors service, solely for your own personal, non-commercial purposes, subject to the terms and conditions of this agreement. All rights not expressly granted to you are reserved by the company and its licensees. This rule excludes the content that is uploaded or shown during individual one off or recurring sessions. This content cannot be copied reproduced or by EduTailors or other parties. The freelancer has the right to use all legal means.

Non-circumvention

You acknowledge and agree that a substantial portion of the compensation EduTailors receives for making the Site available to you is collected through the Service Fee. EduTailors only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “EduTailors Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period still applies. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User. The non-circumventions extend to offline activities. If EduTailors determines, in its sole discretion, that you have violated this policy, EduTailors or its Affiliates may, to the maximum extent permitted by law:

• close your Account and revoke your authorization to use the Site and Site Services, and/or
• charge your Payment Method the amount that you would have earned annualized (defined as 52x times)
• charge you for all losses and costs (including any and all time of EduTailors’ employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

Disputes among users

For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in our Terms of Service. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that EduTailors will not and is not obligated to provide any dispute assistance beyond what is provided in the Terms of Service. If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct EduTailors, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will:

• include in any such order a provision that, as a precondition to obligation affecting EduTailors or
• give us at least 20 business days’ prior notice of the hearing

Maintenance and Support

EduTailors has no obligation to provide support, maintenance, upgrades, modifications, or new releases under this agreement. However, EduTailors may from time to time issue upgraded versions of the application and may automatically electronically upgrade the version of the application that you are using on your mobile phone, your tablet, or on your computer. You consent to such automatic upgrading and agree that the terms of this agreement will apply to all such upgrades.

Assignment

This agreement may not be assigned by you without the prior written approval of the company but may be assigned without your consent by the company to:

• a parent or subsidiary
• an acquirer of assets, or
• a successor by merger. Any purported assignment in violation of this section shall be void.

Miscellaneous

These terms and conditions constitute the entire understanding between user and EduTailors with respect to its object, replacing any and all instruments, agreements, letters and / or contracts, oral or written agreements between the parties with respect to the subject matter described herein prior to the date of your registration as a user.

Nothing in the terms and conditions will constitute a partnership, agency relationship, franchise relationship or contract of employment between the parties.

If any provision of these terms and conditions is or becomes invalid, unenforceable or non-binding, you shall remain bound by all other provisions hereof. In such event, such invalid provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and you will at least agree to accept a similar effect as the invalid, unenforceable or non-binding provision, given the contents and purpose of these terms and conditions.

The failure by EduTailors on demand at any time, to perform any provision of this agreement will not affect in any way the right of EduTailors to enforce such provision thereafter.

We will do our best to resolve any disputes over this agreement. If you wish to take court proceedings against us, you must do so in the USA. These Terms of Use shall be governed by and construed in accordance with the laws of the USA.

The original English version of these terms and conditions may have been translated into other languages. The translated version is a courtesy and office translation only and you cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of these terms and conditions or inconsistency or discrepancy between the English version and any other language version of these terms and conditions, the English language version to the extent permitted by law shall apply, prevail and be conclusive. The English version is available on our website (by selecting the English language) or shall be sent to you upon your written request.

EduTailors Inc., a Delaware corporation, (collectively, “Edu-Tailors”, “Edutailors”, “EduTailors”, “we” or “us”) has a wholly owned subsidiary “EduTailors IKE” enrolled in GEMH with number 142780006000 and with a legal address in Thessaloniki Greece at Academias 2, Thermi offers its services under the following Terms of use (hereafter collectively referred to as the “Agreement”) that constitute a legal agreement between you and EduTailors, a US corporation or the appropriate entity (the “Company”). You should read them carefully and use the EduTailors services only if you agree and consent to the agreement. By using the software, you agree to be legally bound by the agreement and the privacy statement set forth herein just as if had signed them.

We are constantly looking for ways to improve and expand EduTailors. We may amend these terms from time to time. The amended terms shall be effective upon posting. Any use after amendment constitutes acceptance of the new terms.

These terms and conditions, apply to all our services directly or indirectly (through distributors) made available online, through any mobile device, by email or by telephone. By accessing, browsing and using our website, our mobile application or any of our applications through whatever platform (hereafter collectively referred to as the “Software”) and/or by completing a booking, you acknowledge and agree to have read, understood and agreed to the terms and conditions set out below (including the privacy statement).

If you do not agree to these terms and conditions including our privacy statement and you are not willing to be bound by them, do not install our application and/or promptly erase it and any part thereof, from your mobile phone or computer and do not use it in any manner whatsoever.

The Software is owned, operated and provided by EduTailors and it is provided for your personal, non-commercial use only, subject to the terms and conditions set out below.

Definitions and interpretation

For purposes of this Agreement, the following definitions apply:

• “we”, “us”, “our” and “Company” refers to EduTailors and its affiliate (distribution) partners
• “you”, “your”, “yours” and “User(s)” refers to the customer using/booking a session through our mobile applications or through the website
• “Software” refers to the Mobile and Web applications owned by EduTailors and used by you to book your session.
• “Freelancer(s)” refers to the licensed private hire freelancer who has completed the registration for freelancers and is accepted by EduTailors to participate as a Freelancer,
• “User (s)” refers to any user of the Software, including you, and
• “EduTailors services” refers to services rendered by EduTailors, through the use of its Software, to you
• “Session services” refers to technology services rendered by freelancers to users
• “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other forms. Confidential Information does not include material or information that is known to the public or that:
  • is generally known by third parties as a result of no act or omission of Freelancer or Client
  • subsequent to disclosure hereunder was lawfully received without restriction on disclosure from a third party having the right to disseminate the information;
  • was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or
  • was independently developed by User without use of another person’s Confidential Information.
  • Confidential Information shall include, but not be limited to:
    • the pricing and other terms reflected in all Service Contracts
    • Content
    • “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account
  • “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions
  • “Fixed-Price Contract” means a Service Contract for which a Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all the Freelancer Services contracted by the client for such Service Contract
  • “Freelancer Fees” means:
    • for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer);
    • for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer and
  • “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer
  • “Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client. The term “including” as used herein means including without limitation
  • “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction
  • “Payment Method” means a valid credit card issued by a bank acceptable to EduTailors, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as EduTailors may accept from time to time in our sole discretion
  • “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities
  • “EduTailors App” means the online platform accessed using EduTailors’ downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users
  • “Agency” means a corporation or a company that employs people as employees or freelancers

Purpose of EduTailors

The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, EduTailors provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.

Your Relationship with EduTailors

EduTailors merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. EduTailors does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and EduTailors is not a party to that Service Contract. You acknowledge, agree, and understand that EduTailors is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for:

• ensuring the accuracy and legality of any User Content
• determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions)
• negotiating, agreeing to, and executing any terms or conditions of Service Contracts
• performing Freelancer Services, or
• paying for Service Contracts or Freelancer Services

You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with a freelancer. EduTailors does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients, and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that EduTailors does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. EduTailors makes no representations about and does not guarantee, and you agree not to hold EduTailors responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.

Account profile

To register for an account to join the site, you must complete a user profile (“profile”), which you consent to be shown to other users and unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your profile and all registration and other forms you access on the site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

Account types

There are a number of different account types. Once you register for one account type, you can add the other account types under the same username and password. For example, if you already have a freelancer account (defined below), you can add a client account as a separate account type in settings without re-registering. You agree not to have or register for more than 1 account without express written permission from us. We reserve the right to revoke the privileges of the account or access to or use of the site or site services, and those of any and all linked accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your profile or account.

Account permissions

You agree not to request or allow another person to create an account on your behalf, for your use, or for your benefit, except if the user is your parent. 2 users are not allowed to use the same account or participate in a session using or sharing 1 account. Users who violate this policy will be ousted from the platform. Each person is different, and our platform customizes its offering based on each individual so it is in your best needs not to engage in such an action.

Scope of our Service

Through the software, we provide an online platform through which session freelancers appear online when available for booking, and through which you can make such bookings. EduTailors provides you the opportunity to:

• Locate and contact freelancers and
• Choose amongst the available freelancers
• Request the provision of session services of your chosen freelancer.

We act solely as an intermediary between you and the session freelancer. From the point at which you make your booking through EduTailors, you enter into a direct (legally binding) contractual relationship with the session freelancer that you book. It is up to the Freelancer to offer technology services which may be scheduled through use of the software or EduTailors service. EduTailors offers information and a method to obtain such session services and has no responsibility or liability for any session services provided to you by such Freelancers.

When rendering our services, the information that we disclose is based on the information provided to us by the users. As such, the users are fully responsible for informing us with their updated information and indicate directly by themselves if they are available which is displayed on our software. Although we will use reasonable skill and care in performing our EduTailors services we will not verify if, and cannot guarantee that, all information is accurate, complete or correct, nor can we be held responsible for any errors (including manifest and typographical errors), any interruptions (whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of our software or otherwise), inaccurate, misleading or untrue information or non-delivery of information. Each user remains responsible at all times for the accuracy, completeness, and correctness of the (descriptive) information displayed on our software. Our software does not constitute and should not be regarded as a recommendation or endorsement of the quality, service level or rating of any user made available.

Our services are made available for personal and non-commercial use only. Therefore, you are not allowed to re-sell, deep-link, use, copy, monitor (e.g. spider, scrape), display, download or reproduce any content or information, software, products or services available on our software for any commercial or competitive activity or purpose.

EduTailors fees

Clients pay EduTailors a fee for payment processing and administration related to the freelancer fees they pay to freelancers they engage through the site, as described in the fee and ACH authorization agreement.

Free of charge

Registration to our service to the users is free of charge. EduTailors uses a third-party payment processor (the “Payment Processor”) to link your credit card account to our application and service. The processing of payments or credits, as applicable, in connection with your use of the Software will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to these Terms. EduTailors is not responsible for any errors by the Payment Processor. In connection with your use of the Software, we will obtain certain transaction details, which we will use solely in accordance with its Privacy and Cookie Notice.

VAT and other taxes

EduTailors may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the freelancer (the “taxes”). In such instances, any amounts EduTailors is required to collect or withhold for the payment of any such taxes shall be collected in addition to the fees owed to EduTailors under the terms of service.

Client payments on service  contracts

EduTailors offers 3 different types of sessions:

• One off
• Recurring
• Recurring (group)

For the first 2 types, the payment method is entered prior to the session and the payment is made at the end of each session. For the last session type the payment is made upfront for the entire amount.

Client acknowledges and agrees that for both one off and recurring contracts failure to decline or dispute an hourly invoice or request for payment is an authorization and instruction to release payments. When a client authorizes the payment of the freelancer fees for a one off contract on the site, the client automatically and irrevocably authorizes and instructs EduTailors to charge client’s payment method for the freelancer fees.

No return of funds

Client acknowledges and agrees that EduTailors will charge Client’s designated Payment Method for the Freelancer Fees incurred and that once EduTailors charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. The client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client, therefore, agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that EduTailors or EduTailors may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.

Payment methods

In order to use certain Site Services, Client must provide account information for at least one valid Payment Method. Client hereby authorizes EduTailors to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.

Payment Methods will be charged by EduTailors in most countries. Notwithstanding the foregoing, Payment Methods in Australia, Canada, the Eurozone, and the United Kingdom may be charged by EduTailors.

By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that:

• Client is legally authorized to provide such information;
• Client is legally authorized to make payments using the Payment Method(s);
• If Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on EduTailors; and
• Such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, EduTailors is not liable to any User if EduTailors does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. EduTailors will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.

Euros and foreign currency conversion

The Site and the Site Services operate in Euros. If Client’s Payment Method is denominated in a currency other than Euros and requires currency conversion to make payments in Euros, the Site may display foreign currency conversion rates that EduTailors, or our Affiliates currently make available to convert supported foreign currencies to Euros. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client, at its sole discretion and risk, may authorize the charge or debit of its Payment Method in a supported foreign currency and the conversion of the payment to Euros at the foreign currency conversion rate displayed on the Site. Client’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. EduTailors and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse.

Privacy

EduTailors uses high ethical standards and respects your privacy. Save for disclosures required by law in any relevant jurisdiction, we will not disclose your personal information to third parties without your consent. However, we reserve the right to disclose your personal information to our affiliated (group) companies (in and outside the European Union), including our and our affiliated (group) companies’ employees and our trusted agents and representatives who have access to this information with our permission and who need to know or have access to this information to perform our service (including customer services and internal (audit/compliance) investigation) to and for the benefit of you. Please have a look at our privacy statement for further information.

Registration and Use of Website

You can only use EduTailors if you have registered to do so. Only individuals who are legally entitled may register on EduTailors. If you reside in a jurisdiction which restricts the use of the Services because of age or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Software and Service. If you are not legally entitled and/or have had your account suspended or canceled, temporarily or permanently, you cannot register.

You must complete the registration form available on our software if interested to use our services as a user or as freelancer. The forms and applications for users are different than the freelancers. By registering on EduTailors, you agree:

• To provide true, accurate, complete and updated information about yourself at the registration form and update them whenever necessary. EduTailors is not obligated to monitor or control the accuracy of information provided by you. If any information provided by you is not in accordance with these provisions or if EduTailors has reasonable grounds to suspect that such information does not agree, EduTailors has the right to refuse your registration, whether as user or as freelancer, and suspend or terminate immediately, regardless of notice, the registration of your account and refuse any and every use, present or future, of the EduTailors services that require registration. In this case, you shall not be entitled to any indemnity or compensation for the refusal, suspension or cancellation of your registration
• That you will not use EduTailors: for any unlawful purpose; in any way that interrupts, damages, impairs or renders EduTailors less efficient; to transfer files that contain viruses, trojans or other harmful programs; to access or attempt to access the accounts of other users or to penetrate or attempt to penetrate any security measures; to disseminate any content which is defamatory, obscene, or may have the effect of being harassing, threatening or abusive to an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability or otherwise; to advertise or promote third party or your own products or services
• To refrain from doing anything which we reasonably believe to be disreputable or capable of damaging our reputation
• Acknowledge that we have limited control over the nature and content of information and chat transmitted or received by you or other users of EduTailors. Although we reserve the right to do so, we do not monitor such content in the usual course of business and will not be liable for any such content. If you have a complaint about another user, please contact us via the app or website
• To comply with all applicable laws from your home nation, the country, state, and city in which you are present while using the software or EduTailors service
• To make payment in full to any session freelancers introduced to you through EduTailors for any services provided by such freelancer to you
• To treat session freelancers introduced to you through EduTailors with respect and not to cause damage to their session
• To compensate and defend us fully against any claims or legal proceedings brought against us by any other person as a result of your breach of this agreement.
• That the nickname or email (e.g. xxx@yahoo.com) that you use to register on the Software shall not resemble to EduTailors’ company name. Also, nicknames deemed offensive may be deleted, as well as containing a URL or email address
• That you shall not use EduTailors service or software to cause nuisance, annoyance or inconvenience
• That by accessing and using the EduTailors services via mobile devices, or by using certain mobile features, you may incur fees from the provider or carrier of the mobile services that you use (“Carrier”) and you are solely responsible for the payment of such fees

You are solely responsible for maintaining the confidentiality of your password chosen by you at your registration at EduTailors. EduTailors is not responsible for any harm resulting from disclosure of your password from yourself to third parties or use of your password by a third party to access your account. In the event of any unauthorized use of your account, you must immediately notify EduTailors at  support@edutailors.com.

The user may change at any time its registration information according to our Privacy Statement. When contacting a freelancer and requesting the provision of services, you must wait for the response of the freelancer, who may accept or deny the provision of session services. If the freelancer accepts the engagement and you want to cancel it for any reason, you must cancel the session call by specific action on the software. Users acknowledge that EduTailors is not liable for any delays, cancellations, failure to provide session services between the User and Freelancer, nor for any delay or failure in the provision of session services

Prohibited Uses

Except as specifically permitted herein, without the prior written consent of EduTailors you agree not to:

• Use, modify, incorporate into or with other software, or create a derivative work of any part of the Application and
• Sell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this agreement with or to anyone else
• Copy, distribute or reproduce the application for the benefit of third parties
• Disclose the results of any benchmarking of the application, or use such results for your own competing software development activities and/or
• Modify, disassemble, decompile, reverse engineer, revise or enhance the software or attempt to discover the software’s source code

Ratings and user reviews

The users agree that they must evaluate the services provided by them (freelancer). When doing so, users shall be obliged to be objective in their evaluation. The completed user review may be:

• Uploaded onto the relevant freelancer information page on our software for the sole purpose of informing (future) users of your opinion of the service (level) and quality of the freelancer and
• (wholly or partly) used and placed by EduTailors at its sole discretion (e.g. for marketing, promotion or improvement of our service) on our software or such social media platforms,  newsletters, special promotions, apps or other channels owned, hosted, used or controlled by EduTailors.

We reserve the right to adjust, refuse or remove reviews at our sole discretion. The user review form should be regarded as a survey and does not include any (further commercial) offers, invitations or incentives whatsoever.

Disclaimer

By entering into this agreement and using the software or EduTailors service, to the extent permitted by law, you agree that you shall defend, indemnify and hold the company, its licensors and each such party’s parent organizations, subsidiaries, affiliated companies, distributors, affiliate (distribution) partners, shareholders, officers, directors, employees, representatives, members, attorneys, licensees, agents, or others involved in creating, sponsoring, promoting, or otherwise making available the software and its contents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:

• Αny punitive, special, indirect or consequential loss or damages, any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim
• Αny inaccuracy relating to the (descriptive) information (including personal data, comments, and ratings) of the users as made available on our software,
• Τhe services rendered by the freelancer
• Αny (direct, indirect, consequential or punitive) damages, losses or costs suffered, incurred or paid by you (including attorneys’ fees and costs), pursuant to, arising out of or in connection with the use, inability to use or delay or virus of our software and/or the server that the software is hosted or
• For any (personal) injury, death, property damage, or other (direct, indirect, special, consequential or punitive) damages, losses or costs suffered, incurred or paid by you, whether due to (legal) acts, errors, breaches, (gross) negligence, willful misconduct, omissions, non-performance, misrepresentations, tort or strict liability by or (wholly or partly) attributable to the user (its employees, directors, officers, agents, representatives or affiliated companies)(including attorneys’ fees and costs), including any (partial) cancellation, double-booking, strike, force majeure or any other event beyond our control
• Any information on this software sometimes linked to external sites over which our services have no control and for which we assume no responsibility
• Any user violation or breach of any term of this agreement or any applicable law or regulation, whether or not referenced herein.

Limitation of Liability

EduTailors is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

• your use of or your inability to use our Site or Site Services; delays or disruptions in our Site or Site Services
• viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services
• damage to your hardware device from the use of the Site or Site Services
• the content, actions, or inactions of third parties’ use of the Site or Site Services; a suspension or other action taken with respect to your Account
• your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display)
• Composite Information, or metrics found on, used on, or made available through the Site; and
• your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

Additionally, in no event will EduTailors, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this agreement or the other terms of service, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.

Termination

EduTailors may notify, suspend or terminate, temporarily or permanently, the account of a User at any time and take appropriate legal action if:

• The Users violate any of the representations, warranties, and obligations contained in these Terms Use or any policies and rules adjacent to it,
• The Users do cancel more than 10% of their sessions (defined as: the users should enroll in 10 sessions before they cancel or reschedule)
• The Users fraudulent practice or fraudulent act, or
• EduTailors understands, in its sole discretion, that the activities and attitudes of the Users have caused or may cause some damage to third parties or EduTailors. The Users shall not be entitled to any damages or compensation for the cancellation or suspension of your account on the software.

EduTailors may in its sole discretion, for any reason or no reason and at any time alter and/or discontinue providing its services, with or without notice. EduTailors shall not be liable for any damage or loss caused by such an alteration/ termination of the EduTailors service. You are under no obligation to use the EduTailors service and may simply choose to stop using it at any time.

Code of conduct

For the avoidance of doubt, canceling your account does not relieve you of your obligations with respect to the exclusivity period set forth. Users and freelancers can reschedule or cancel sessions 12 hours in advance. Any rescheduling that takes place in a shorter time frame constitutes a violation.

Intellectual Property

Any and all content, including but not limited trademarks, logos, symbols, domain names, trademarks, designs, industrial designs, images, photographs, backgrounds, icons, navigation tools, texts, among others, of the present software or related to products and goods displayed on the software are protected by copyright and intellectual property and are owned by EduTailors or third parties authorized by EduTailors to develop activities on the software. The user agrees to respect the intellectual property rights of EduTailors and others and is aware that intellectual property in this software can never be used in any manner and in any media without our prior written permission of their owners. EduTailors is not liable for damages suffered by a User who has copied, transferred, distributed or otherwise protected content used in this software, violating rights of third parties.

The Company hereby grants you a non-exclusive, non-transferable, right to use the software and EduTailors service, solely for your own personal, non-commercial purposes, subject to the terms and conditions of this agreement. All rights not expressly granted to you are reserved by the company and its licensees. This rule excludes the content that is uploaded or shown during individual one off or recurring sessions. This content cannot be copied reproduced or by EduTailors or other parties. The user has the right to use all legal means.

Non-circumvention

You acknowledge and agree that a substantial portion of the compensation EduTailors receives for making the Site available to you is collected through the Service Fee. EduTailors only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “EduTailors Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period still applies. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User. The non-circumvention extends to offline activities. If EduTailors determines, in its sole discretion, that you have violated this policy, EduTailors or its Affiliates may, to the maximum extent permitted by law:

 

• close your Account and revoke your authorization to use the Site and Site Services, and/or
• charge your Payment Method the amount that you would have earned annualized (defined as 52x times)
• charge you for all losses and costs (including any and all time of EduTailors’ employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

Disputes among users

For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in our Terms of Service. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that EduTailors will not and is not obligated to provide any dispute assistance beyond what is provided in the Terms of Service. If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct EduTailors, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will:

• include in any such order a provision that, as a precondition to obligation affecting EduTailors or
• give us at least 20 business days’ prior notice of the hearing

Maintenance and Support

EduTailors has no obligation to provide support, maintenance, upgrades, modifications, or new releases under this agreement. However, EduTailors may from time to time issue upgraded versions of the application and may automatically electronically upgrade the version of the application that you are using on your mobile phone or on your computer. You consent to such automatic upgrading and agree that the terms of this agreement will apply to all such upgrades.

Assignment

This agreement may not be assigned by you without the prior written approval of the company but may be assigned without your consent by the company to:

• A parent or subsidiary
• An acquirer of assets, or
• A successor by merger

Any purported assignment in violation of this section shall be void.

Miscellaneous

These terms and conditions constitute the entire understanding between user and EduTailors with respect to its object, replacing any and all instruments, agreements, letters and/or contracts, oral or written agreements between the parties with respect to the subject matter described herein prior to the date of your registration as a user. Nothing in the terms and conditions will constitute a partnership, agency relationship, franchise relationship or contract of employment between the parties. If any provision of these terms and conditions is or becomes invalid, unenforceable or non-binding, you shall remain bound by all other provisions hereof. In such event, such invalid provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and you will at least agree to accept a similar effect as the invalid, unenforceable or non-binding provision, given the contents and purpose of these terms and conditions. The failure by EduTailors on demand at any time, to perform any provision of this agreement will not affect in any way the right of EduTailors to enforce such provision thereafter. We will do our best to resolve any disputes over this agreement. If you wish to take court proceedings against us, you must do so in the US.  These terms of use shall be governed by and construed in accordance with the laws of the US.

The original English version of these terms and conditions may have been translated into other languages. The translated version is a courtesy and office translation only and you cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of these terms and conditions or inconsistency or discrepancy between the English version and any other language version of these terms and conditions, the English language version to the extent permitted by law shall apply, prevail and be conclusive. The English version is available on our website (by selecting the English language) or shall be sent to you upon your written request.