Last updated on September 12th, 2017

The purpose of the Terms of Use is to help you understand how Superior Learning, Inc. ("Superior Learning") works and how the user ("you") may use the services offered on this site. Please make sure that you read these Terms prior to using or continuing to use this website. By using and/or continuing to use this site, you warrant that you understand, agree to, and accept all terms and conditions contained on this page.

A. General Terms

Superior Learning is a platform that connects users seeking tutoring services (“Clients”) to users seeking to provide those tutoring services (“Tutors”), and to any other entity on whose behalf users accept these Terms (all referred to as "you"). These Terms are entered into by and between Superior Learning and you, and you accept them by: (1) contracting for tutoring lessons through the Site; (2) using the Site in any other manner; and/or (3) acknowledging agreement with these Terms. If you do not agree to these Terms, please do not use this service.

To the extent that anything in or associated with the website is in conflict or inconsistent with these Terms, the Terms shall dominate. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.

B. Service Offerings

Superior Learning offers a marketplace for those seeking tutoring services to those seeking to provide tutoring services. As independent contractors hired by Clients, Tutors control the methods, materials and all aspects of the lessons. Clients are responsible for selecting the right tutor for their needs. In making their selection, Clients are recommended to review and investigate each tutor's qualifications, education, and experiences, as well as reviews from other clients. 'All tutoring sessions should be supervised by a responsible adult or legal guardian, 18 or older.'

Superior Learning controls and operates the site from various locations and makes no representation that this website is appropriate or available for use in all locations. Superior Learning services may not be available in your location, and available services may differ among locations. Moreover, Superior Learning will attempt to deliver all correspondence sent via the website's messaging system by the Client. Superior Learning does not, however, guarantee delivery of all messages.

C. Academic Honesty

You acknowledge and agree that Superior Learning's services are provided for the purpose of learning, not cheating. You are not to inquire or hire tutors to complete assignments, write papers, take quizzes or otherwise complete the work on your behalf. Also, you are not to use Superior Learning's services for any purpose that violates the academic honesty policy or other conduct policies of your school, university, academic institution or workplace.

D. Client Obligations and Conduct

In consideration of your use of this website, you agree: (1) that you are of legal age and have capacity to agree to these Terms; (2) to provide accurate, current, and complete information on your account about you as may be prompted by a registration form on the website ("Client Account"); (3) to maintain the security of your password and identification; (4) to maintain and promptly update the Client Account and any information you provide to Superior Learning, to keep it accurate, current and complete; and (5) to accept all risks of unauthorized access to information and Client Account.

You are entirely responsible for all the content that you upload, post, or otherwise transmit through your use of this site. You agree not to upload, post or otherwise transmit content that: (1) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Superior Learning or other users of the website; (2) includes unauthorized disclosure of personal information; (3) violates or infringes anyone's intellectual property rights; or (4) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Superior Learning reserves the right to edit or remove content that violates these Terms, that contains third-party commercial advertisements, or for any other reason it deems necessary.

You agree to use the site in a manner that is lawful, relevant and proper to the applicable forum. Any use of the site that Superior Learning, in its sole discretion, finds inappropriate and/or offensive may result in suspension and/or termination of a user with or without notice.

Defame, abuse, harass, harm, stalk, threaten or otherwise violate the legal rights (including without limitation rights of privacy and publicity) of others;

Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, hateful, distasteful, obscene or unlawful topic, name, information, materials or content;

Use the site for any purpose that is in violation of local, state, national, or international law, including without limitation wage/hour and working condition laws and regulations;

Upload files that contain software or other material that violates the rights of any third party, including without limitation intellectual property rights or rights of privacy or publicity;

Upload files that contain viruses, Trojan horses, worms, time bombs, spiders, cancel bots, corrupted files, or any other similar software, malware or materials that may damage, interfere with, disrupt, impair, disable or otherwise overburden the operation of any device, computer system or network;

Take any action that would undermine any aspect of the site;

Attempt to gain unauthorized access to the site, other User accounts, or other device, computer system or networks connected to the site;

Advertise or offer to sell any goods or services for any commercial purpose on the Site that are not appropriate or relevant to the site; Impersonate another person or allow any other person or entity to use your user name, password or membership;

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

Download any file posted by another user that you know, or reasonably should know, cannot be legally distributed through the site;

Access, download, or copy any information, content and/or materials from the Site through artificial means (including without limitation spiders, scrapers, hacking devices, computer programs, bots or other such means);

Reproduce, duplicate, copy, sell, re-sell or exploit any information, materials or content on the site; or restrict or inhibit any other user from using and enjoying the site.

By using the site, you represent and warrant that you currently meet and will continue to meet the following eligibility conditions ("Eligibility Conditions") for as long as you use the Site: (1) you have and will at all times comply with all laws and regulations; (2) you have the right, authority and capacity to enter into these Terms of Use and to abide by all of terms and conditions in these Terms of Use; (3) neither you, nor anyone in your home: (i) has been the subject of a complaint, restraining order or any other legal action involving violence, abuse, neglect, fraud, larceny, or any offense that involves endangering the safety of others; (ii) has been convicted of a crime of any nature, including any felony or misdemeanor of any kind, including without limitation any sexual, child abuse or domestic violence offenses; and/or (iii) has been and/or is currently required to register as a sex offender in any jurisdiction or with any government entity; and (4) neither you, nor anyone in your home, is currently out on bail or on your own recognizance pending trial, relating to any felony or misdemeanor charges of any kind, including without limitation sexual, child abuse or domestic violence offenses.

By using the site, you understand and agree that Superior Learning may rely on the above Eligibility Conditions representations and warranties as true. You understand and agree that Superior Learning may revise the Eligibility Conditions from time to time and require new conditions and certifications and that user will abide by such revised Eligibility Conditions or discontinue using the site. You hereby authorize Superior Learning to verify the above representations and warranties by you and you acknowledge and agree that Superior Learning shall have the right, but not the obligation, to verify such representations and warranties. You agree and understand that such verification may include, without limitation, conducting criminal background checks, sex offender registry checks, motor vehicle records checks, identification verifications, credit checks and/or use of available public records. You consent to any collection, use or disclosure in order to accomplish such verification. You further agree that Superior Learning may take such action as it, in its sole discretion, deems appropriate, including without limitation suspending and/or terminating your use of the site, should it determine that you have violated any representation or warranty.

The preceding paragraph notwithstanding, you understand and agree Superior Learning does not conduct background checks of any user. You also understand and agree Superior Learning neither confirms nor denies the validity of information provided by users and that Superior Learning does not verify that any or all of the Eligibility Conditions are met by users. You understand and agree to make your own decisions and assessments about persons to engage and that: 'It is your sole responsibility to conduct any and all background/reference checks regarding any users on this platform.'

Superior Learning expressly disclaims, and you expressly release Superior Learning from, any and all liability whatsoever for any controversies, claims, suits, injuries and/or damages arising from and/or in any way related to: (1) any inaccuracy, untimeliness or incompleteness regarding a user's Eligibility Conditions and/or (2) misstatements or misrepresentations made by any user.

Superior Learning reserves all of its rights under the Communications Decency Act, including without limitation its right to remove anything objectionable to Superior Learning in its sole discretion. Alleged improprieties by any user may be reported to Superior Learning by email at [email protected]

E. Third Party Reports

Superior Learning may utilize third party consumer reporting agencies that perform, among other things, criminal background checks, sex offender registry checks, motor vehicle records checks, credit checks, and identification verifications ("consumer reports"). Superior Learning does not endorse or make any representations or warranties regarding the reliability of such consumer reports or the accuracy, timeliness or completeness of any information in the consumer reports. Superior Learning does not independently verify information in the consumer reports.

You hereby consent to Superior Learning collecting, using and disclosing the information in the consumer reports. You understand and agree that Superior Learning may, in its sole discretion, review and rely on the information in the consumer reports in deciding whether to suspend or terminate a user or to investigate a complaint about a user, but that Superior Learning shall not be responsible or liable in any way in the event that any information in the consumer reports about any person, including without limitation any user, is not accurate, timely or complete. Users who are the subject of consumer reports may contact the service provider to dispute the accuracy, timeliness or completeness of such information. Superior Learning reserves the right to suspend and/or terminate user based on information in the consumer reports or for any other reason in Superior Learning's sole discretion.

F. Confidentiality of Superior Learning Information

You may obtain direct access via the Site to certain confidential information of Superior Learning and its affiliates, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Superior Learning and its affiliates.

The Terms impose no obligation upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (1) you possessed prior to your receipt from Superior Learning, without an obligation to maintain its confidentiality; (2) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (3) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (4) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (5) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Superior Learning adequate to afford Superior Learning the opportunity to object to the disclosure.

G. Content Submitted to Superior Learning

Superior Learning does not claim ownership of the content that you place on the site and shall have no obligation of any kind with respect to such content. Unless otherwise stated herein, any content that you provide in connection with this website shall be deemed to be provided on a non-confidential basis. Superior Learning shall be free to use or disseminate such Content on an unrestricted basis for any purpose, and you grant Superior Learning an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such content (including in digital form). You represent and warrant that you have proper authorization for the worldwide transfer and processing among Superior Learning, its affiliates, and third-party providers of any information that you may provide on the Site.

H. Terms of Transacting Business

You understand and agree to abide by Superior Learning's tutor and client payment policies. You agree that you are willing to pay all costs through Superior Learning. These costs include but are not limited to: (1) hourly rate or package rates as listed; (2) travel and transportation fees; (3) cancellation fees as described in a tutor’s cancellation policy (found on a tutor’s profile on the site); and (4) the commission arrangement between the tutor and Superior Learning.

I. Third Party Verification Services

Superior Learning may make available one or more third party verification services that enable users of the Site to inquire about information including, but not limited to, another user’s identity and criminal history. Use of a third party verification service is voluntary for both the party requesting the verification and the party undergoing the verification. You agree that Superior Learning shall not be held responsible or liable in any way if any information provided by a third party verification service is inaccurate. When a third party verification service is used, you warrant that you will comply with The Credit Report Act as set out by the province of Ontario.

J. Marketing and Promotions

Superior Learning may run ads and promotions from third parties on the Site. Your correspondence or business dealings with, or participation in promotions of, advertisers other than Superior Learning found on or through the site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. Superior Learning is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Superior Learning advertisers on the site.

K. Physical Material Disclosure

As part of Superior Learning’s lead generation content, promotional templates are available to all tutors registered with Superior Learning. Superior Learning allows users to edit and share information on these templates at the Tutor’s disclosure. These materials are not a representation of the Superior Learning brand. The Tutor takes full responsibility and accepts full liability for all Superior Learning materials distributed by the Tutor. Tutors have the ability to edit and change these templates for personal customization, however, it is forbidden for any changes to include personal information including, but not limited to, phone numbers, email addresses, mailing addresses. Any violation of this clause will result in the forfeit of any funds in transit through the site, a lifetime ban and immediate removal from the site. Superior Learning staff has full access to view any changes made by Tutors to the templates and can deem a Tutor in violation of these terms at their discretion.

L. Content Provided via Links

You may find links to other websites or resources on the Site. You acknowledge and agree that Superior Learning is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Superior Learning will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

M. Intellectual Property Rights

Except as expressly authorized by Superior Learning or by Content providers, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Superior Learning discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership.

"Superior Learning Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Superior Learning uses in connection with its products and services. You may not remove or alter any Superior Learning Trademarks, or co-brand your own products or material with Superior Learning Trademarks, without Superior Learning's prior written consent. You acknowledge Superior Learning's rights in Superior Learning Trademarks and agree that any use of Superior Learning Trademarks by you shall inure to Superior Learning's sole benefit. You agree not to incorporate any Superior Learning Trademarks into

your trademarks, service marks, company names, internet addresses, domain names, or any other similar designations, for use on or in connection with computer or internet-related products, services or technologies.

Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppels, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by Superior Learning on this Site provided that: (1) the copyright notice pertaining to the Content remains, and a permission notice (e.g., "used with permission") is added to such Content; (2) the use of such Content is solely for personal and non-commercial use; (3) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (4) no modifications are made to such Content. This permission terminates automatically without notice if you breach any of the terms or conditions in this document. Upon termination, you must immediately destroy any downloaded and/or printed Content.

N. Termination and Suspension

Superior Learning reserves the right to suspend and/or terminate any user with or without notice at any time in its sole discretion, for any reason or no reason. You agree that, if you are suspended and/or terminated, you will make no further use of the Site after termination or during suspension.

O. Disclaimer of Warranties

Use of the Site is at your sole risk unless otherwise explicitly stated. The Site, including the information, services, and Content, is provided on an "as is", "as available", and "with all faults" basis. Superior Learning disclaims all express or implied conditions, representations, and warranties of any kind, including any implied warranty or condition of merchantability, satisfactory quality, or fitness for a particular purpose. Superior Learning makes no representations, warranties, conditions or guarantees as to the usefulness, quality, suitability, truth, accuracy, or completeness of the Site.

Superior Learning makes no warranty or representations that: (1) the Site will be uninterrupted, timely, secure, or error-free; (2) the results that may be obtained from the use of the website will be accurate or reliable; (3) the quality of any products, services, Content, information, or other material purchased or obtained from tutors will meet your expectations or requirements; or (4) any errors in the Site will be corrected.

You assume all risk for any damage to your computer system or loss of data that results from obtaining any content from the site, including any damages resulting from computer viruses.

P. Limitation of Liability

The site offers a marketplace for those seeking tutoring services to connect with those seeking to provide tutoring services. You understand and agree that Superior Learning has no control over the acts or omissions of any user and that Superior Learning makes no representations or warranties about the quality of the services provided by any user. You understand and agree that Superior Learning is not responsible for the performance or conduct, whether online or offline, of any user of the Site. As such, Superior Learning expressly disclaims any and all liability whatsoever for any controversies, claims, suits, injuries and/or damages arising from and/or in any way related to the Site.

Users of the Site transact between themselves. Superior Learning will not be involved in any user interactions. Superior Learning is not responsible for disputes, claims, loss, injury, or damage of 'any kind' that might arise during and after user interaction.

You understand and agree that Superior Learning has no control over the acts or omissions of any user on or off the Site and that Superior Learning makes no representations or warranties about the quality of the services provided by any user. You understand and agree that Superior Learning is not responsible for the performance or conduct, whether on or off the Site, of any user. As such, Superior Learning expressly disclaims, and each User expressly releases Superior Learning from, any and all liability whatsoever for any controversies, claims, suits, injuries and/or damages arising from and/or in any way related to the Site, including without limitation any acts and/or omissions of users on or off the Site.

To the full extent permitted by law, Superior Learning is not liable for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including without limitation loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage) arising out of or in connection with the Site, even if Superior Learning has previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence), including without limitation damages due to: (1) the use of or the inability to use the Site; (2) the cost or procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained, or messages received or transactions entered into, through or from the Site; (3) statements or conduct of any third party on the Site, including without limitation unauthorized access to or alteration of transmission or data, malicious or criminal behavior, or false or fraudulent transactions; or (4) content or information users may download, use, modify, or distribute.

Q. Assumption of Risk

You agree and understand that you assume all risks when using the site, including without limitation any and all of the risks associated with any online or offline interactions with other users. You agree to take all necessary precautions, including without limitation , when interacting with other users.

R. Indemnification

You agree to indemnify, defend, and hold harmless Superior Learning and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, other partners, employees, and representatives from and against any and all claims, demands, causes of action, losses, expenses, damages and/or liabilities, including reasonable attorney's fees and court costs, incurred by Superior Learning in any way related to your (1) acts and/or omissions on or off the site; (2) or your violation of any rights of another; (3) breach of these terms of use; (4) disputes with or between other users; (5) use and/or misuse of the site, including without limitation any information, content and/or materials thereon; (6) violation of any applicable law or regulation; (7) inaccurate, untimely, incomplete or misleading user information, including without limitation with respect to registration, profile or eligibility; (8) misstatements and/or misrepresentations; (9) use of links to third party websites, including without limitation such websites' availability, terms of use, privacy policy, information, content, materials, advertising, products and/or services; (10) user information and any acts or omissions with respect to such user information; (11) use of any information in third-party reports; (12) use of third party payment processing services; (13) use of phone support services; and/or (14) use of any services or products or any contracts or arrangements made or provided based on information, content and/or materials obtained on or through the site. You further agree that you will cooperate as requested by Superior Learning in the defense of such claims. Superior Learning reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by users, and you shall not, in any event, settle any claim or matter on behalf of Superior Learning without the written consent of Superior Learning.

S. Arbitration

Any controversy, claim, suit, injury or damage arising from or in any way related to the site or the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the Canadian Arbitration Association then in effect and before a single arbitrator chosen by Superior Learning. Any such controversy, claim, suit, injury or damage shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any controversy, claim, suit, injury or damage of any other party. The arbitration shall be conducted in Toronto, Ontario, and judgment of the arbitration award may be entered into any court having jurisdiction thereof. Superior Learning may seek any interim or preliminary relief from a court of competent jurisdiction in Toronto, Ontario, necessary to protect its rights pending the completion of arbitration. Each party shall assume its own costs of arbitration.

T. Injunction

You agree that any material breach of the Terms will result in irreparable harm to Superior Learning for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Superior Learning will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Superior Learning seeks such an injunction.

U. Notices; Termination of Services; Amendment of Terms

Superior Learning may provide notice to users via email, regular mail, or posting notices or links to notices on the Site. Superior Learning reserves the right at any time to modify, suspend or terminate the services (or any part thereof), and/or use of or access to them, with or without notice. Superior Learning may also delete, or bar access to or use of, all related information and files. Superior Learning will not be liable to users or any third-party for any modification, suspension, or termination of service, or loss of related information. Superior Learning may amend these Terms at any time by posting the amended terms on this site.

V. Governing Law

This Terms of Use shall be governed by and construed in accordance with the substantive laws, without regard to choice of law rules, of the Province of Ontario.

W. Entire Agreement

These Terms constitute the entire agreement between you and Superior Learning relating to their subject matter, and cancel and supersede any prior versions of the Terms. You may not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when you use Superior Learning or third-party products or services.