Welcome to Miles Smart Tutoring. This legal Agreement, known as the Miles Smart Tutoring Agreement (“Agreement”), is between you (“Client”) or “User(s)”) and Miles Smart Tutoring (“Company”), for one-on-one and group tutoring services (“Services”), in-person and online as well as through your use of the Company’s applications and technology through our Website at www.milessmarttutoring.com For references to this document, “Agreement” and “Contract” will be used interchangeably throughout the contents. It is understood that the usage of these terms will have the same legal meaning, definition, significance, and enforceability. The User and the Company may be referred to as “Parties” to this Agreement. Under this Agreement, the Company will issue a written Contract for professional tutoring services, as well as products and related materials, to be performed by the Company.
Under the Terms and Conditions of this Agreement, the Company grants to you the User a non-assignable, non-exclusive and nontransferable license to use the Website for your own personal, non-commercial purposes, all related to tutoring. All other rights not expressly granted under this Agreement are reserved by the Company. At any time, you are found not to be in compliance with this Agreement, the Company reserves the right to revoke or limit your access to the Website, its products and services, as well as restrict your ability to upload or download Content.
The Company offers New Users a 1-HOUR trial tutoring session for a nominal fee. Fees vary depending upon the specific subject. Fees for the 1-HOUR trial tutoring session are REFUNDABLE in the event the User does not find the tutoring session to be satisfactory. Trial tutoring sessions are allowed ONE TIME per User. Once the trial session has occurred, the User is required to register for a minimum of FIVE (5) tutoring sessions (the “Mandatory Minimum”). Any deviation from the Mandatory Minimum will be at the sole discretion of the Company. The Mandatory Minimum will only serve to restrict the least amount of classes the User may register for.
The Agreement for Services shall commence as of the Effective Date of this Agreement and shall remain in effect until the agreed upon Tutoring Services have been fully rendered or this Agreement has been otherwise terminated as provided here (“Contract Period”).
Before the first series of tutoring sessions commences, the total balance of the fees will be due and payable. The total amount of tutoring sessions registered for and the total amount due under this Agreement is contained in the Registration and Contract Period of these Terms and Conditions. You agree the Company is authorized, and/or its designated payment processor, to charge your credit card, debit card or any other method of payment provided through the online registration process. All applicable fees with be made in U.S. dollars, unless otherwise specified. The fees are nonrefundable. The User may not cancel any payments or purchases, except as required by law. Under the terms of this Agreement, the Company has the sole discretion to terminate or refuse purchase of any Services.
The Company allows Clients to utilize payment plans to purchase tutoring packages, where the packages consist of 10 or more hours. The Client agrees to pay 50% of the total costs of the tutoring package at the time of signing. The remaining 50% is due within 30-days or after ½ of the tutoring hours have been completed (whichever is sooner).
In the event that unforeseen circumstances shall arise, that are beyond the control of the Client, and in effect prevents the Client from attending a scheduled tutoring session (“Scheduled Session”), the Client shall be permitted to reschedule a Scheduled Session by providing 24-HOUR ADVANCED NOTICE directly to the Designated Tutor. In the event a Scheduled Session has been effectively canceled, as set forth above, the Client shall be allowed to schedule a make-up session (“Make-Up Session”) at a later date at no additional fee. [IMPORTANT EXCEPTION: SAT/ACT/GRE/GMAT classes may not be canceled, rescheduled, and are NON-REFUNDABLE.] In the event that a Tutor must cancel a Scheduled Session due to unforeseen circumstances, AND the Company is unable to assign a replacement tutor, the Client will be allowed to schedule a Make-Up Session at a later date at no additional cost. The Tutor will be designated by the Company at its discretion.
If a Client is not satisfied with their assigned Designated Tutor, the Company will switch tutors to accommodate the student on a case-by-case basis.
The Client may not assign or transfer any rights and benefits for Services to be performed by the Company to any person or entity. This Agreement is a Personal Services Contract for the benefit of the Client and is unique to the User. The Company shall not be obligated to perform such Services for any other person, unless it and such other person enter a separate contract.
Any reviews, ratings, comments, articles or any other information you submit or upload including videos (“User Content”) will be deemed not to be confidential. By submitting or sending User Content to us, you:
- Represent and warrant that the User Content is original to you, that no other party has any rights thereto, and you own your User Content at all times, with the right to use it in any way you choose;
- Grant the Company a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sub-licensable right and license to display, use, reproduce, incorporate, modify, create derivative works of and distribute such material (in whole or part) for operational, editorial, marketing, research and promotional activities and our internal business purposes, which include providing the User Content to selected third party partners, service providers, social and networking sites;
- Represent that the User Content will not contain or promote anything illegal, harmful, misleading, abusive defamatory (that is, it does not damage someone’s good reputation), or anything else that might cause widespread offense or bring us or our business partners into disrepute;
- Agree the User Content does not take away or affect any other person’s privacy rights, contract rights or any other rights;
- Agree the User Content does not take away or affect any other person’s privacy rights, contract rights or any other rights;
- Agree the User Content does not contain any virus or other code that may damage, interfere with or otherwise adversely affect the operation of the Website;
- Agree you will, if used to promote your own business or services, clearly and openly state your association with the particular business expressly; and (viii) agree the User Content will not contain any form of mass-mailing or spam.
If you do not want to grant us the permissions set out above, please do not provide any material to the Website. The Company has no obligation to publish your User Content on the Website, and retains the right to remove any User Content at any time for any reason. We do not edit, pre-vet or review any User Content displayed on the Website. If you believe that any User Content does not comply with the requirements set out in this paragraph, please notify us immediately. We will then review the User Content and, where we deem it appropriate, remove it within a reasonable time.
Messages Sent Through Website
The Company has the right to scan messages sent using the contact form on this Website manually and automatically and to store such messages. Any personal data you include in such message may be:
- Used for purposes reasonably associated with provisions of this Website and Services;
- Disclosed where disclosure is required by law;
- Used where any of your actions have breached these Conditions of Use. Personal data may be used in an aggregated form.
As the User, you acknowledge and agree that you are solely responsible for providing, maintaining and ensuring the compatibility of all software, hardware and other necessary equipment for your access and use of the Website.
You may not promote, instruct, or use the Website or Services for any activities that may violate any law, statute, ordinance or regulations for the purpose of distributing fraudulent, harmful, illegal, or offensive content. You agree to not do the following:
- Upload threatening, abusive, unlawful, profane, libelous, defamatory, harassing, or promote discrimination, bigotry, racism, or hatred against any individual or group, or in a way that invades someone’s privacy or is (in our reasonable opinion) offensive or is unacceptable or damaging to us, our customers or suppliers.
- Tamper with, access, or attempt to change or use non-public areas of the Website or the Company’s computer systems.
- Share Accounts or information with any third-party.
- Engage in any form of plagiarism.
- Attempt to access the Website or Services through the use of software, tools, devices or mechanisms other than the software provided by the Company.
- Collect or store any personally identifiable information from the Website or Services from other users of the Website or Services without their express consent.
- Attempt to become a Tutor on the Website after being terminated or deactivated.
- Conduct yourself in an unprofessional manner by using threatening or objectionable language with any User.
- Send any unauthorized or unsolicited promotional materials, spam, advertising, junk mail or other forms of solicitation.
- Interfere with, or attempt to interfere with, the access of any User, network, including sending a virus, spam or overloading.
- Use the Website or Service for any commercial purpose or for the benefit of any third party.
- Use any automated means to monitor or copy the Website or its Content, or to interfere with or attempt to interfere with the functionality of the Website.
- To create, check, confirm, update or amend your own or someone else’s database, records, directories, customer lists, mailing or prospecting lists.
- Violate any applicable laws or regulations.
- As a User, you are prohibited from duplicating, reproducing, distributing, modifying, copying, publishing, or transmitting any materials from the Website without the Company’s prior consent or unless expressly permitted by the Website. This includes content, audio or video material, logos, photographs, text, any application or graphics that has been made available on the Website.
- Errors, Omissions and Inaccuracies
- At times, there may be errors, omissions and inaccuracies listed in our Services. The Company shall correct those errors, omission, and inaccuracies without prior notice to its’ Users.
The Company may, at its sole discretion, discontinue, or modify the Terms and Conditions without prior notice. If there is a modification, we will post them on the Website. Please check these Conditions from time to time for any changes. By continuing to use the Website and Services after these changes have been posted, you agree that you will be bound by all modifications.
Third Party Links
Our Website may contain links to third-party websites or resources. You acknowledge and agree that the Company is not responsible or liable for the accuracy or inaccuracy of such websites, resources, content or products.
The Company Does Not:
- Guarantee the accuracy, completeness or usefulness of any information provided on the website, or
- Adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party other than the company. Under no circumstances will the company be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the website, or transmitted to or by any users.
The Company retains the exclusive rights to all Content and Services on the Website, which is protected by the United States and International copyright laws. You agree to obey the law and respect the intellectual property rights of the Company. Your use of the Services and Website is governed by and subject to laws regarding copyright, trademark, and other intellectual property ownership. As a User, you agree not to download, upload, display, transmit or distribute any information or content in violation of any third party’s copyrights, trademarks, or other intellectual property rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of relevant laws and any infringements of third-party rights, which were caused by content you provided or transmitted using the Company’s Website.
All trademarks, service marks, logos, trade names, designs, text, graphics and any other proprietary designations of the Company used herein, remains the property of the Company. You agree not to copy any content (including images) on this Website without our consent.
If a section of this Agreement is deemed to be void, invalid, or unenforceable, that particular section shall be eliminated to the minimum extent necessary. However, the elimination of that section will not affect the enforcement of the remainder of the Terms and Conditions, which shall not be invalidated or affected thereby so long as the economic and substantive provisions remain the same.
The website and services are provided “as is,” “as available,” “at your own risk” And, to the fullest extent permitted by law, without warranty of any kind. The company and its licensors disclaim all warranties with respect to the website and services, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement and title, and any warranties regarding quality of infomration, security, reliability, timeliness, availability of backed-up data and performance of the website and services. The company does not warrant that the website or the services will meet your requirements, or that the operation of the website and services will be uninterrupted or error-free, or that defects in the website and services will be corrected, or that encryption and other security measures will be secure or effective. The company does not warrant the results or progress of any individual user. As the user, you hereby agree that by entering into this agreement, you are not guaranteed academic success and that due to the nature of the tutoring business, results will vary drastically on a case by case basis.
As the user, you acknowledge and agree that the company does not operate or is in control of the internet and that:
(i) viruses, trojan horses, worms, and other unwanted software, or
(ii) unauthorized users may attempt to obtain access to and damage your data, computer or network.
The company is not responsible for such activities. You are solely responsible for the security of your data and computer system. No advice or information, whether oral or written, obtained from the company, its website, services or content, will create any warranty not expressly made herein.
As the user, you are responsible for all of your communications and interactions with the tutors and other users of the website, as well as with other persons whom you communicate or interact as a result of your use of the website or services. The company makes no representations or warranties as to the conduct of tutors or users of the website or services. You agree to take all necessary and reasonable precautions in all communications and interactions with other users of the website and services, as well as with other persons whom you may communicate or interact with as a result of the use of the website or services.
You agree to indemnify, defend and hold harmless the Company and each of their officers, directors, employees, agents and related third-parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any third-party claim that:
(a) your use of or inability to use the Website;
b) any User postings made by you;
c) your violation of any of the terms and conditions or your violation of any rights of a third-party; or
(d) your violation of any applicable laws, rules or regulations.
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the website, services and content remains with you. To the maximum extent permitted by law, neither the company, nor any other person or entity involved in creating, producing, maintaining or distributing the website, services or content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of business opportunities, savings you expect to make, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these terms of service or from the use of or inability to use the website, services or content, or from any communications, interactions or meetings with tutors, users or other users of the website or services or other persons with whom you communicate or interact as a result of your use of the website or services whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not the company has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
To the maximum extent permitted by law, in no event will the company’s aggregate liability arising out of or in connection with these terms of service or from the use of or inability to use the website, services or content exceed the payment amounts the company has paid to you in connection with your provision of these services via the website and services or one hundred dollars ($100) (whichever is greater). The limita-tions of damages set forth above are fundamental elements of the ba-sis of the bargain between you, the user, and the company.
The prior limitation on damages is not intended to limit the company’s obligation to pay prevailing party costs or fees if recoverable pursuant to applicable law. The limitations set forth in this section will not limit or exclude the company’s liability for personal injury or property damage caused by the company or for its gross negligence, fraud, mistake, theft, destruction of information or intentional, willful, malicious or reckless misconduct.
The laws of the State of Florida (without reference to its conflict of laws principles) apply to your use of the Website and these Terms and Conditions. The Company controls the Website from within the United States. However, any User can gain access to the Website from other places around the world. Although, these places may have different laws from the laws of the State of Florida, by using the Website, you acknowledge and agree that the laws of the State of Florida will govern regarding the Website, Services and Content. The Company reserves the right to bring suit in any country and/or state where a User resides.
Mandatory binding arbitration
Any dispute or claim arising out of or related to this agreement shall be resolved by arbitration administered by and pursuant to the applicable rules and procedures of the american arbitration association before a single arbitrator in st. Petersburg, florida, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof sitting only in st. Petersburg, florida. In the event of the arbitration (or litigation for a judgment on an award) of any such dispute, the prevailing party on any claim shall be paid the prevailing party’s reasonable attorneys fees, expert witness fees, and other costs associated with the particular claim.
Alternative Dispute Resolution and Arbitration
The purpose of this Arbitration Agreement is to assist in the prompt and efficient resolution of any disputes that may arise between the User and the Company. Arbitration is a dispute resolution whereby the Parties to a contract agree to submit their disputes to a neutral third person (an Arbitrator) for a binding decision, instead of having such disputes decided in court, by a judge or jury trial. The Company requests that you read the Terms and Conditions before using the Website or Services. By using our Services or Website, you represent, warrant, understand, and agree to accept these Terms and Conditions in their entirety.
For the purposes of this Arbitration Agreement, the Company, means its subsidiaries and affiliated companies, and each of their respective officers, directors, employees, and agents. “Dispute” refers to any dispute, claim, or controversy between a User and the Company, regarding any aspect of their relationship, whether based in contract, statute, regulation, ordinance, tort or any other legal or equitable theory, and includes the validity, enforceability or scope of this Arbitration Agreement.
As a User of the Company’s tutoring services, you acknowledge and agree that the Dispute Resolution and Arbitration provision of this Agreement is not binding on you, unless you have given the Company your Express Written Consent to this Agreement. By giving you Express Written Consent to this Agreement, you are agreeing that the following provisions of this Dispute Resolution and Arbitration are binding on you.
All parties agree that, except as provided below, any and all disputes, as defined above, whether presently in existence or based on acts or omissions in the past or in the future, will be resolved exclusively and finally by binding arbitration rather than in court in accordance with this arbitration agreement. You acknowledge and agree that you and the company are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. However, you and the company each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
Any dispute or breach that may arise between the Parties relating to this Agreement shall be referred to and settled by binding Arbitration in accordance with the rules of the American Arbitration Association as the exclusive method of dispute resolution. The Arbitration Panel shall consist of three (3) arbitrators to be appointed by each party, and the third appointed by the first two arbitrators selected. The Arbitration hearing shall take place on an individual basis. The Arbitration award is final and binding upon the parties, is not subject to appeal, and shall deal with the question of costs of arbitration and all matters related thereto. Judgment award rendered by the arbitrators may be entered by any court having jurisdiction, or an application may be made to such court for judicial recognition of the award or an order of enforcement thereof. This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of laws provisions.
If there is a conflict between the terms and conditions of this Agreement, the Terms and Conditions shall govern and control, unless otherwise specified in the Contract.
The exclusive jurisdiction and venue for all legal actions arising out of or related to this Agreement shall be in courts of competent subject matter jurisdiction located in the State of Florida, and the parties hereby consent to the jurisdiction of such courts. This Agreement, executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, proposals, understandings and representations, written or oral, with respect to the subject matter hereof. This Agreement may be modified or amended except in writing signed by duly authorized representatives of each party.
Class Action Waiver
The Parties agree that the Arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims unless both the Parties specifically agree in writing to do so following initiation of the arbitration. Neither you, nor any other member of the Company and/or User of our services, can be a class representative, class member, or otherwise participate in a class, representative, consolidates or private attorney general proceeding.
These Terms and Conditions constitute the entire agreement between you, the User, and the Company. They supersede any and all prior communications, whether written, oral, or electronic. All rights not expressly granted herein are reserved.
Under these Terms and Conditions, the Company, at its’ sole discretion, has the right to refuse to accept or cancel a User’s registration whether or not the registration has been confirmed, for any reasons, without notice and without liability to the User. The Company also has the right to cancel, block, prevent access to, or terminate a User’s account and/or that person’s right to use our Services, with or without cause and without prior notice. We maintain the right to limit or prohibit all activities on the Website, including registrations, which appear to be unlawful or malicious in nature. Should termination occur, your obligations under these Terms and Conditions will continue.
The Company reserves the right to suspend, terminate or disable your Account and revoke your access to the Website, Content and Services, with or without cause, for breach of these Terms and Conditions. If your Account is terminated due to violation of these terms or violation of any law, you will remain liable for all amounts due here under.