Varsity Tutors LLC
Terms of Customer Account Use
Last Updated: November 9, 2022
INTRODUCTION
Welcome to Varsity Tutors! We are delighted that you have entrusted us to help with your learning needs, or with the learning needs of your family or others. We want to be clear about the terms and conditions applicable to your recent purchase and any additional future purchases you make ("Terms"). We require your signature of acceptance to these Terms so that you are well informed of the policies supporting how these services work, your rights as a customer, and our commitment to your satisfaction. Therefore, please carefully read these Terms in their entirety, in addition to any terms set forth in your purchase documentation that is emailed to You. Your signed agreement of these Terms will be accessible in Your Account ("Signed Contracts" under "Account Settings"). If you have any questions about these Terms or are unable to access them, please reach out to us by email at help@varsitytutors.com or by phone at 888-888-5181. We will be happy to assist you.
BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THE FOLLOWING:
- FOR LEARNING MEMBERSHIP PURCHASES, THAT THESE TERMS INCLUDE AN AUTOMATIC RENEWAL AGREEMENT FOR LEARNING MEMBERSHIPS, IN ADDITION TO RECURRING MONTHLY CHARGES CONSISTENT WITH YOUR PARTICULAR PURCHASE (SEE SECTION II).
- FOR ALL PURCHASES, THAT THESE TERMS ALSO INCLUDE YOUR AGREEMENT TO PAY FOR TUTORING HOURS CONSUMED IN EXCESS OF THE HOURS IN YOUR ACCOUNT, ALSO KNOWN AS SUPPLEMENTAL TUTORING, (SEE SECTION II).
- FOR ALL PURCHASES, THAT THESE TERMS INCLUDE A CLASS ACTION WAIVER AND RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT, AS DESCRIBED BELOW. THE TERMS OF THE ARBITRATION PROVISION AND CLASS ACTION WAIVER SHALL NOT APPLY IF UNENFORCEABLE UNDER THE LAWS OF THE COUNTRY IN WHICH YOU RESIDE. BY SIGNING THESE TERMS, YOU AGREE TO THE TERMS AND CONDITIONS OUTLINED BELOW.
Please note that all capitalized terms are defined within the Definitions set forth in Section 4.1 or as otherwise defined herein.
SECTION I: LEARNING SERVICES
We offer the following categories of Learning Services through the Platform to help Customers achieve their learning goals, which may continue to evolve as product offerings are introduced, modified, or improved.
SCHEDULED LEARNING SERVICES
Scheduled learning services are those that are executed based on calendar dates and times that are arranged in advance, either by agreement between you and the Professional or by a predetermined class schedule. Purchase options for each are explained in Section II.
Live 1:1 Tutoring
Live 1:1 Tutoring provides individual (one-on-one) meetings of a specified length and subject ("Meeting") from independent contractor Professionals who provide services to You through the Platform on Varsity's behalf. You are able to seek tutoring in over 3000+ subjects, with a Professional available through the Platform who can meet with You during mutually convenient days/times.
Live Classes
Live Classes are group classes tailored and curated by Professionals on Varsity's behalf, and made available to You and other Customers through the Platform. Live Classes span a wide variety of subject types, including core curriculum subjects and electives, as well as test preparation, professional certifications, and enrichment subjects, for example. Live Classes taught by a Professional through the Platform are offered at various dates and times. Each Live Class consists of a predetermined number of sessions ("Session"). There are also certain Live Classes that are celebrity-led "StarCourses."
ON-DEMAND LEARNING SERVICES
In addition to scheduled Live 1:1 Tutoring and Live Classes, we also offer On-Demand Learning Services through the Platform for Customers' self-directed learning, depending on the nature and/or type of purchase. On-Demand Learning Services include, but are not limited to:
Practice Modules & Assessments
When students log into Varsity Tutors, their learning hub is oriented to a self-directed and personalized learning journey. Students can access tools such as grade-level and subject skill assessments, self study practice modules, activity labs, and additional on-demand learning content to encourage student engagement and excitement in learning.
On-Demand Lessons and Classes
Students may also access On-Demand Lessons and pre-recorded Classes that allow for self-paced, virtual instruction across a wide variety of subject matters. On-Demand Lessons for some subjects may also include study plans, practice questions, and practice tests.
Instant Tutoring
Instant Tutoring provides a way for You to connect with a Professional through the Platform to get on-demand, live 1:1 tutoring or instruction in a wide variety of offered subjects, without a pre-scheduled tutoring Meeting. You can access Instant Tutoring in Your Account. When You select Instant Tutoring for an available subject, Varsity will attempt to match you with a Professional with expertise in that subject, and that Professional will promptly perform the requested tutoring or instruction through the Platform on the Company's behalf. There may be instances when a Professional may not be available to be matched with You on-demand in certain circumstances, for example, due to the time of day, subject matter, Professional availability, etc. Instant Tutoring is debited from Your Live 1:1 Tutoring hours in Your account in 15-minute increments, with a 15-minute minimum. Any purchased or eligible Live 1:1 Tutoring hours can be used for Instant Tutoring Meetings. To the extent You consume more time than is available in Your Account, overages will be charged according to the Supplemental Tutoring terms in Section II.
SECTION II: PURCHASE OPTIONS
We offer multiple options for purchasing Learning Services. The primary and most comprehensive purchase option for academic and enrichment subjects is the Learning Membership, which includes a specified number of Live 1:1 Tutoring hours per month, unlimited enrollment in Live Classes, anytime access to the Learning Lab for self-directed learning, and additional features and services that we may choose to include over time (which will be confirmed in Your purchase documentation). For specific categories of study and subjects, such as test preparation and professional certifications, we also offer the ability to purchase a Live 1:1 Tutoring Package, individual Live Classes, On-Demand Lessons, and/or a Bundle that includes multiple Learning Services, subject to availability. Each of these are detailed below.
LEARNING MEMBERSHIPS
What is a Learning Membership and how does it work? A Learning Membership is a comprehensive solution that provides multi-modal learning services to help customers achieve their learning goals. Each month, starting with Your initial purchase, you will pay a recurring monthly fee that entitles you to Learning Membership benefits through the remainder of the Contract Duration (see below for the defined term "Contract Duration") as selected and agreed to by You.
What is included in a Learning Membership? Learning Memberships entitle You to: 1) a set number of Live 1:1 Tutoring hours per month ("Monthly Hours") on a recurring monthly basis to use for Live 1:1 Tutoring Meetings (both scheduled and Instant Tutoring Meetings) from independent contractor Professionals that provide services to You through the Platform on Varsity's behalf, 2) unlimited enrollment to included Live Classes through the Platform, and 3) anytime access to the Learning Lab and available on-demand services, learning content, and other resources available on the Platform. The number of Monthly Hours included in Your Learning Membership will be confirmed in Your purchase documentation.
How long does a Learning Membership last? These entitlements are available to You for an agreed upon number of months, such as 3 months, 6 months, 12 months, 24 months, etc. ("Contract Duration"), which will be confirmed in Your purchase documentation and any subsequent purchase documentation to the extent You make an additional transaction that modifies Your original purchase. For Your convenience, the Contract Duration will auto-renew at the end of that time period if not timely canceled, as explained further below.
When will the monthly charges take place? When you purchase a Learning Membership, Monthly Hours will be added to Your account each month on the "Monthly Billing Date," and You agree to a corresponding monthly charge throughout the Contract Duration, which shall be made using the same method of payment as the original purchase. The Monthly Billing Date corresponds to the calendar day on which You purchased the Learning Membership (for example, if You make payment to Varsity on March 6, 20XX, then Your Monthly Billing Date will be on the 6th of each subsequent month throughout the Contract Duration). If Your initial purchase date was on the 29th, 30th, or 31st day of the month, then your Monthly Billing Date for months that do not have that date will default to the last day of that month.
What recurring charges am I agreeing to? By entering into these Terms, You acknowledge that 1) Your Learning Membership has an initial and recurring monthly payment feature through the Contract Duration, 2) Your Learning Membership will auto-renew for the same Contract Duration length if it is not canceled prior to the end of the then-current Contract Duration, which will include the same recurring monthly payment features, and 3) You accept responsibility for all recurring and Supplemental Tutoring charges during the Contract Duration or earlier upon a cancellation consistent with the obligations and procedures referenced herein. Varsity may submit monthly charges without further authorization from You, until You provide advance notice in compliance with the cancellation procedures set forth herein that You want to cancel Your Learning Membership and terminate this authorization. Such notice will not affect charges submitted before Varsity reasonably could act.
How can I update my payment information? You may update your default payment information at any time in the Account Settings section of Your Account on varsitytutors.com. Your card provider may provide us with the updated payment details, and we reserve the right to use these updated details for future charges in order to help prevent any interruption to the delivery of service. If Varsity does not receive payment from Your payment provider upon any Monthly Billing Date or upon any renewal of Your Contract Duration, then You agree: 1) to pay all amounts due on Your account upon demand, and 2) that Varsity may either terminate or suspend Your Learning Membership and continue to attempt to charge Your payment provider until payment is received (and, upon receipt of payment, shall determine Your new Contract Duration and subsequent Monthly Billing Dates, if any, based upon the amount of time it takes for Your payment to be received).
Who can use the Learning Membership? Once you purchase a Learning Membership, all registered students in your Your Account can take advantage of Learning Membership benefits including Live 1:1 Tutoring and Live Classes. To register additional students, log into Your Account, click on "Your Students" in the top menu, click on "Add a Student," enter the additional student information, and click Save. When requesting Live 1:1 Tutoring and enrolling in Live Classes, You will select the student from Your list of registered students in Your Account.
How do I use my Monthly Hours? Monthly Hours are redeemable from Varsity with a Professional identified and selected by Varsity through the Platform (at scheduled times agreed upon by You and the Professional), based on the length and type of Learning Membership You purchase. You can request Live 1:1 Tutoring through Your Account, or by contacting Varsity via phone or email, to begin scheduling. Monthly Hours will be available through Your Account beginning on the Monthly Billing Date, and continuing until midnight on the day prior to the next Monthly Billing Date unless consumed.
Can Monthly Hours roll over to another month? Monthly Hours cannot be carried forward beyond the next Monthly Billing Date (i.e. You must use the Monthly Hours prior to the next upcoming Monthly Billing Date, or they will be automatically debited from Your account in conjunction with the new Monthly Hours being added). You are able to schedule the use of Monthly Hours over the course of multiple meeting dates/times (each a "Meeting") prior to the next Monthly Billing Date, subject to any Minimum Billing guidelines.
What if I need more Monthly Hours in any given month? If You use all of your Monthly Hours prior to the next Monthly Billing Date, You may continue to schedule and attend Live 1:1 Tutoring Meetings and/or on-demand Instant Tutoring Meetings without advance purchase of additional Live 1:1 Tutoring hours. This flexible option is referred to as Supplemental Tutoring. If you use Supplemental Tutoring to consume more than Your Monthly Hours in a given month, then we will charge Your credit card for the additional tutoring hours used at the same Live 1:1 Tutoring rate included in your Membership purchase. By agreeing to these Terms, You accept responsibility to pay for the additional fees accrued from using more Monthly Hours than granted by Your Membership purchase, and Varsity may submit monthly charges without further authorization from You.
How do I enroll in Live Classes? To explore available classes, first log into Your Account. You can find classes included in Your Learning Membership by clicking on "Your Classes" in the top menu and by searching or browsing classes on the "Live Online Classes" page. When you find a class in which you want to enroll, click on the enroll option on the class information page, and you'll be guided through the enrollment process.
Can I pause my Learning Membership? Yes, depending upon Your Contract Duration, it is possible to do a one-month "Pause" beginning at the next Monthly Billing Date, provided You timely submit notice no later than 3 days in advance of the Monthly Billing Date. (Contract Durations of 6 months or shorter are not eligible for a Pause. Contract Durations of 12 months are eligible for one (1) one-month Pause. Contract Durations of greater than 12 months are eligible for two (2) one-month Pauses. No other Pauses will be permitted and a Pause hereunder is the only way the Contract Durations will be modified.) In the event a Pause is timely and appropriately sought (and granted, as determined by Varsity), You will not be charged during the one-month Pause, and you will not receive access to any of the entitlements included in the Learning Membership, such as Live 1:1 Tutoring and Live Classes, during the one-month Pause. In addition, any Monthly Hours remaining at the start of the one-month Pause would expire. The duration of any granted Pause(s) will be added to the Contract Duration, and the Terms would be extended accordingly.
When will my Learning Membership contract be renewed, and can I opt out of the auto-renewal? Following Your initial Contract Duration, and again after any subsequent renewal thereof, Your Contract Duration will automatically renew on the first day following the end of such period, and shall continue for successive renewal periods of the same length, at the then-current, non-promotional Learning Membership rates. You may opt out of the auto-renewal by sending an email to help@varsitytutors.com no later than seven (7) days prior to the end of the Contract Duration, with the subject line "Auto-renewal Opt Out" and stating "I opt out of the auto-renewal at the end of the Contract Duration." Afterward, You may continue to use Learning Membership entitlements throughout Your current Contract Duration, and Your Contract Duration will not be renewed after Your current Contract Duration expires.
Am I able to cancel my Learning Membership? You will be permitted to cancel Your Learning Membership for any reason within 30 days of Your initial purchase, without the obligation to pay for any additional Monthly Hours for the remainder of the Contract Duration and without any auto-renewal of the Contract Duration. Please note that certain terms are still applicable to You post-cancellation, including Your agreement not to work with any Professional You met through the Platform, outside of Your relationship Varsity Tutors. See Section 4.2 below. To request cancellation within 30 days from your initial purchase, please email us at help@varsitytutors.com.
If you reside in the United States, we do not accept cancellation requests after 30 days from initial purchase; however, You are able to opt out of the auto-renewal of the Contract Duration by emailing us at help@varsitytutors.com, as referenced in the prior Q&A.
If you reside in a country other than the United States, You will be permitted to cancel a Learning Membership after 30 days from purchase and before the end of the Contract Duration, but a cancellation fee will be assessed that is equal to 50% of the remaining monthly recurring payments for the remainder of the Contract Duration. For example, if You request to cancel in the third month of a 6-month Contract Duration, then the cancellation fee will be 50% of the sum of the remaining three (3) payments. You agree that the cancellation fee will be charged using the payment method authorized by You under Your initial purchase or as modified by You pursuant to the terms hereunder. If you reside outside the United Status and would like to request cancellation after 30 days from Your initial purchase, please email us at help@varsitytutors.com.
What if I am not satisfied with my experience? If You are not satisfied with Your experience with a Professional obtained through the Platform, please see Section III regarding the Professional Satisfaction Guarantee. You are not entitled to receive a refund from Varsity for any unused Monthly Hours entitled by the Learning Membership. Monthly Hours have no cash value and are not redeemable or usable for cash.
Can I work with a Professional outside of the Varsity Tutors platform? Varsity Tutors curated the Platform to address Customers' and Professionals' needs and enhance the overall matching and learning experience, and Varsity Tutors strives to meet and exceed the needs of both Customers and Professionals who use the platform. Both Customers and Professionals are contractually prohibited from using the Platform as a mechanism to be introduced to each other, and then cancel their relationship with Varsity Tutors and work directly with the respective Customer or Professional. Section 4.2 references this Non-Solicitation obligation in more detail. As more fully described in Section 4.2, you agree that each violation of this provision shall result in a payment to Varsity in the amount of $5,000 as liquidated damages and You agree to pay all Varsity's costs and expenses incurred in enforcing these Terms, including but not limited to reasonable attorneys' fees.
NON-MEMBERSHIP PURCHASES
For specific categories of study, such as test preparation and professional certifications, and limited scenarios, such as repurchases of legacy products or purchases through a third party provider, we offer the following additional purchase options:
Packages of Live 1:1 Tutoring Hours
Can I buy a package of Live 1:1 Tutoring Hours? For certain subjects and limited scenarios, You are able to purchase a package of Live 1:1 Tutoring hours to use on the Platform for individual (one-on-one) tutoring Meetings of a specified length and type with independent contractor Professionals that provide services to You through the Platform on Varsity's behalf "Live 1:1 Tutoring Package"). These may be limited to discrete subjects or certifications, such as ACT or SAT test prep, for example. Your Customer Service Representative will be able to confirm whether Your particular needs are eligible for this purchase option. This purchase entitles You to delivery of the tutoring services through Varsity's Platform, proprietary content, tools, and technology and with a Professional identified and selected by Varsity through the Platform.
How do I schedule Live 1:1 Tutoring Hours? The hours are redeemable from Varsity with a Professional identified and selected by Varsity through the Platform (at scheduled times agreed upon by You and the Professional) based on the length and type of Your purchase. While Your purchase will consist of a package of Live 1:1 Tutoring hours, You are able to schedule those hours over the course of multiple meeting dates/times, subject to the Minimum Billing guidelines in Section II, "Additional Purchase-Related Policies ."
What if I need more hours than I purchased? If You use all of your purchased Live 1:1 Tutoring hours, you can continue to schedule and attend Live 1:1 Tutoring Meetings and/or on-demand Instant Tutoring Meetings without advance purchase of additional Live 1:1 Tutoring hours. This flexible option is referred to as Supplemental Tutoring. If You choose to take advantage of Supplemental Tutoring, then we will charge Your credit card for the additional tutoring hours used at the same Live 1:1 Tutoring rate included in your most recent Live 1:1 Tutoring package purchase, and You will receive an email confirming Your purchase associated with these hours. By agreeing to these Terms, You accept responsibility to pay for the additional fees accrued from using more hours than Your original purchase, and Varsity may submit monthly charges without further authorization from You.
Live Classes
Can I buy enrollment into a Live Class? For certain subjects, You are able to purchase enrollment in one or more individually curated group classes (curated by Professionals on Varsity's behalf) and made available to You and other Customers through the Platform ("Live Class Purchase"). Live Class Purchases entitle You to delivery of the services through Varsity's Platform, proprietary content, tools, and technology and with a Professional identified and selected by Varsity through the Platform.
Are the individual Sessions for a Live Class pre-scheduled? Your Live Class Purchase will be specific to a certain subject matter of Your choosing, and there will be scheduled Sessions that span multiple dates/times either as determined by Varsity or Your Professional in advance or as agreed to between You and the Professional, where applicable. At the time of purchase, Varsity will confirm the class type, subject matter, cost, Professional (where applicable), and dates and times of Sessions (where applicable) included in Live Class Purchase (although the specific date and time of any Session(s) may be subject to change upon notice from the Professional and/or Varsity). Please review Your purchase documentation and confirm that the Live Class Purchase description is consistent with Your selection, and notify Varsity within twenty-four (24) hours of receipt if it is not.
What if I cannot attend one of the pre-scheduled Live Class Session dates? If You are unable to attend a scheduled Session(s), You will be provided access to view a recording of the Session(s), if such recording is available.
On-Demand Lessons
What are On-Demand Lessons? For certain subjects, You are able to purchase access to On-Demand Lessons that consist of material in various formats that can be consumed at Your own pace (i.e. it is not a live class). Material may include study plans, practice questions, practice tests, digital books, and video lessons. All On-Demand Lesson materials are bundled together and individual materials may not be purchased separately.
How do I access On-Demand Lessons? Once You purchase an On-Demand Lesson, You will receive a link to the On-Demand Lesson material in Your purchase documentation. The On-Demand Lesson will also be accessible in the Learning Lab for up to one year from Your date of purchase.
Bundle Purchase
What is a Bundled purchase? For certain subjects, You are able to purchase a "Bundle," which includes two or more Learning Services. For example, for a test preparation subject we may offer a Bundle that includes a specific number of Live 1:1 Tutoring hours and access to an On-Demand Lesson. The policies related to specific Learning Services, such as Live 1:1 Tutoring, Live Classes, and On-Demand Lessons, also apply when purchased in a Bundle. Please see relevant policies in Section II.
How do I know if my subject is eligible for a Bundle purchase? Subject matters that are generally considered for a Bundle are certain test preparation subjects (such as ACT, SAT, GRE, MCAT, LSAT, GMAT preparation, etc.) or professional certification subjects (such as the Bar exam, Series 7 exams, etc). Bundled offerings may be set forth on the website or discussed with Your Customer Service Representative; however, the details of Your purchased Bundle will be confirmed by Your purchase documentation regardless.
Redemption and Refund Policy for Non-Membership Purchase Options
When purchased under a Non-Membership Purchase Option, Live 1:1 Tutoring Packages, Live Class Purchases, and On-Demand Lessons are redeemable up to one year from the date of purchase. Except as set forth in Our Guarantees (Section III) and in 1:1 Tutoring Benefits Obtained through a Third Party Benefit Provider (Section II), unused, pre-paid Live 1:1 Tutoring hours and Live Class Session hours are eligible for a refund from Varsity for up to 30 days from the date of purchase, provided You have completed at least one Meeting or Session with a Professional through the Platform following Your most recent purchase. Refund requests of unused Live Class Session hours must also be submitted prior to the completion of one quarter (¼) of the total Sessions included in the Live Class. For example, if the Live Class You purchased included twelve (12) scheduled Sessions, You must submit your request before the scheduled date of the forth (4th) Session. If there are fewer than four (4) scheduled Sessions, then you must submit Your refund request before the second (2nd) scheduled session. You are not eligible for a refund if You purchased a package of Live 1:1 Tutoring hours or Live Classes but have not completed any Meeting or Session with a Professional or more than one quarter (¼)of scheduled Live Class Sessions have occurred. Refunds of Live Class Session hours will be prorated based on the number of scheduled Sessions that You attended or had the opportunity to attend. After 30 days from the date of purchase, You agree that You are not entitled to receive a refund from Varsity for any unused Live 1:1 Tutoring Hours or Live Class Session hours that You have the right to use but fail to use for any reason. Live 1:1 Tutoring hours and Live Class Session hours have no cash value and are not redeemable or usable for cash. On-Demand Lessons are not eligible for a refund. This Redemption and Refund Policy only applies to these Non-Membership Purchase Options. For Learning Memberships, please see the cancellation discussion under Learning Memberships (Section II).
ADDITIONAL POLICIES RELATED TO ALL PURCHASES
The following policies apply to all purchase options.
Scheduling and Cancellation of Live 1:1 Tutoring Meetings
When you purchase a Learning Service that entitles you to Live 1:1 Tutoring hours, we gather Your schedule and Meeting frequency preferences. We use Your preferences, additional student attributes provided by You, and our proprietary matching technology to select a Professional that will best fit your student's learning needs and availability. You have the flexibility to schedule Meetings with the matched Professional on any day of week, time of day, or frequency on which You and the Professional mutually agree. If You need to cancel a scheduled Meeting previously agreed to by You and the Professional, You shall give at least 24-hours' notice prior to the Meeting. If You give less than 24-hours' notice prior to the Meeting, then Your account may be debited for 30 minutes. If You do not give any notice of cancellation or are not otherwise available within 10 minutes of the scheduled start time for the Meeting, Your account may be debited for the full Meeting (as scheduled). You are encouraged to try to resolve scheduling and cancellation related issues directly with the Professional in a mutually satisfactory manner to avoid or minimize scheduling conflicts. To the extent You cannot come to a mutual agreement with the Professional, the cancellation terms outlined in this section shall control the outcome.
Minimum Billing for Live 1:1 Tutoring Meetings
While the length of each Meeting shall be determined and/or agreed upon between You and the Professional, Varsity reserves the right to debit Your account for certain minimum Meeting lengths based upon the particular subject, grade level, Professional availability, or other factors. Minimum Meeting lengths (unless otherwise indicated in the purchase documentation sent to You at or following the time of purchase) for a) Learning Memberships are 60 minutes; b) Non-Membership purchases are: 60 minutes for K-5th grade subjects, 90 minutes for 6th grade and higher subjects, 120 minutes for test prep subjects, and 15 minute increments for Instant Tutoring; and c) Learning Memberships for non-US purchases are 90 minutes.
Supplemental Tutoring
What is Supplemental Tutoring? We understand that You may want to increase Your Live 1:1 Tutoring in a given month and that it may exceed the number of hours in Your Account. In order to ensure that You can be supported, that additional tutoring will be accommodated via "Supplemental Tutoring" To accommodate Your additional needs, You may continue to schedule and attend Live 1:1 Tutoring Meetings and/or on-demand Instant Tutoring Meetings without advance purchase of additional Live 1:1 Tutoring hours. The opportunity to consume more 1:1 Tutoring hours than pre-purchased 1:1 Tutoring via a Learning Membership or a Package of Tutoring Hours is referred to as Supplemental Tutoring. If you take advantage of Supplemental Tutoring, and Your 1:1 Tutoring hours account balance goes negative, we will charge Your credit card for the additional time consumed, in 15 minute increments, at the same prorated hourly rate established by Your purchase , and it will be reflected in Your Account. There is no penalty or extra fee associated with Supplemental Tutoring , other than the payment for the additional consumption. By accepting these Terms, You accept responsibility for payment for consumption of Live 1:1 Tutoring hours in excess of Your respective purchase. Supplemental Tutoring facilitates the opportunity to obtain more tutoring than Your purchase otherwise permits as a convenience to You; however, if You are concerned about Supplemental Tutoring charges, please contact us at help@varsitytutors.com or (888) 888-5181. For an illustration of how Supplemental Fees are calculated, please see two examples below:
Purchase | Hourly Tutoring Rate | Total Hours Exceeding Your Account Balance | Supplemental Tutoring Fee | |
Learning Membership Eight (8) Live 1:1 Tutoring hrs/month for 12 months) | $520 per month | $65/hour ($520 divided by 8) | 1.5 hours (9.5 hours consumed minus 8 monthly hours included with the Learning Membership) | $97.50 ($65 x 1.5 hours) |
1:1 Tutoring Package Fifty (50) Live 1:1 Tutoring hours | $3,250 | $65/hour ($3,250 divided by 50) | 1.5 hours (51.5 hours consumed minus 50 hours purchased) | $97.50 ($65 x 1.5 hours) |
Live 1:1 Tutoring Benefits Obtained through a Third Party Provider
If You purchase or obtain Live 1:1 Tutoring hours through a third party provider with whom Varsity has a contractual relationship, then You understand and agree that these Terms are modified as follows (unless set forth otherwise in the terms of the agreement between Varsity and the third party provider): Packages of Live 1:1 Tutoring hours and Live Classes (a) may be initially redeemed up to 100 days from the date of purchase, and (b) cannot be refunded.
Non-Purchased Hours and Your Account
To the extent You receive hours credited to Your Account that were not purchased (excluding non-purchased hours received pursuant to the Better Score Guarantee and/or the Pass Guarantee as referenced below), then those hours expire: 1) upon Your next Monthly Billing Date under a Membership Purchase, or 2) in the case of a Non-Membership Purchase, 30 days after being placed in Your Account. Non-Purchased hours have no cash value and are not redeemable or usable for cash.
SECTION III: OUR GUARANTEES
Your satisfaction is important to us. Varsity offers a variety of guarantees depending on the particular purchase type or subject made through the Platform. Varsity reserves the right to modify or amend any such guarantee(s), including offering new and/or additional guarantees in the future. The guarantee terms that are applicable to You shall be as reflected below. Our guarantees are not applicable to customers who purchase through a third-party provider.
PROFESSIONAL SATISFACTION GUARANTEE
The Professional Satisfaction Guarantee refers to whether You are satisfied following Your first Meeting or Session, regardless of the manner of purchase.
Requirements: If, after Your initial Live 1:1 Tutoring Meeting, Instant Tutoring Meeting, or Live Class Session, You are not satisfied with the recommended Professional; the quality of instruction; the access to proprietary content, tools, or technology; or any other reason, then promptly contact Varsity, so that Varsity can understand why You were not satisfied. If You promptly notify Varsity after the initial Live 1:1 Tutoring Meeting or Live Class Session, Varsity will recommend a new Professional or Live Class that better fits Your needs and/or will seek to address other concerns regarding the Platform You may have.
What You will receive: The terms of the Professional Satisfaction Guarantee for each Purchase Option (or Learning Service) are set forth below, so long as You meet the requirements referenced above/herein:
Learning Membership
If this relates to Your Monthly Hours, then You may obtain one Meeting with a new Professional through the Platform for no additional redemption of Monthly Hours based on the actual length of the initial Meeting (up to 2 hours). This second Meeting shall not be debited from your balance of Monthly Hours in Your Account. If you are not satisfied after Your second Meeting (or choose not to proceed with this complementary second Meeting), then You may request a cancellation of your Learning Membership Contract Duration in accordance with the Cancellation Policy set forth under Learning Memberships in Section II.
If this relates to a Live Class under Your Learning Membership, then You may enroll in another Live Class available under a Learning Membership where available, and/or led by a different Professional. Unlimited access to available Live Classes are included in Your Learning Membership thus there will not be any additional charge or credit to You.
Live 1:1 Tutoring:
If this relates to Live 1:1 Tutoring hours You purchased (other than through a Learning Membership), then You may obtain one Meeting with a new Professional through the Platform for no additional charge based upon the actual length of the initial Meeting (up to 2 hours). This second Meeting shall not be debited from Your balance of Live 1:1 Tutoring hours in Your Account. If You are still not satisfied after Your second Meeting (or choose not to proceed with this complementary second Meeting), then You may request a refund of the unused Live 1:1 Tutoring hours in accordance with the refund policy set forth in the Redemption and Refund Policy forNon-Membership Purchase Options (Section II).
Instant Tutoring:
If this relates to an Instant Tutoring Meeting and You are not satisfied with the Professional with whom You are initially matched, then You may discontinue the Instant Tutoring Meeting with that Professional, and seek to be placed with another Professional for Instant Tutoring through the Platform, in which case You would be eligible for a credit for the time initially debited from Your account (up to 15 minutes), provided You notify an authorized representative of Varsity in writing within 48 hours of the discontinued Instant Tutoring Meeting.
Live Class Purchase:
If this relates to a Live Class You purchases (other than through a Learning Membership), then You may enroll in a new Live Class where available (referred to here as a "New Class"), and/or led by a different Professional (assuming there is more than one Professional providing the subject matter of the Session) without charge, provided that the New Class is the same cost of Your original Live Class (however, if the New Class costs less, then You will be entitled to a refund of the difference, and if the New Class costs more, then You will be responsible for remitting the difference to Varsity before proceeding). If You are still not satisfied after moving to a New Class (or choose not to proceed with moving to a New Class), and You are still within the applicable refund time period, then You may be entitled to convert the Live Class purchase to a purchase of Live 1:1 Tutoring hours with a Professional recommended through the Platform at the equivalent rate and type, or request a refund in accordance with the refund policy set forth in Redemption and Refund Policy for Non-Membership Purchase Options (Section II). Varsity's refund obligation shall not exceed the actual purchase price and is subject to further reduction as set forth herein.
BETTER SCORE GUARANTEE
The Better Score Guarantee applies to certain standardized admissions tests, when You have already taken the test at least once, and You want to increase Your score. (If You have not yet taken the test, please refer to the section below for the "Personal Satisfaction Guarantee")
Eligible Purchase Types and Definitions:
The Better Score Guarantee applies to the following standardized tests for admission into college and graduate schools: SAT, ACT, GRE, GMAT, MCAT, & LSAT (each a "Better Score Eligible Test"), coupled with the eligibility requirements set forth in the chart below. If the standardized test You are interested in is not listed, please speak with a customer service representative to see if it is now eligible for the Better Score Guarantee. The Better Score Guarantee requires that You submit an official test score to Varsity to serve as a baseline (your "Baseline Test Score"). A "better score" is defined as at least a 1 point increase from Your Baseline Test Score. If Your score improves, but not as much as You would like it to, then please review the Personal Satisfaction Guarantee referenced below. Learning Memberships are specifically excluded from the Better Score Guarantee. The requirements pertaining to each eligible purchase type are set forth below.
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Better Score Guarantee Eligibility Requirements | |||
Product Type Purchased: | Live 1:1 Tutoring Package | Live Class Purchase | Bundle |
Minimum Number of Live 1:1 Tutoring Hours Purchased for Better Score Eligible Test subject | 24 | N/A | 8 |
Minimum Number of Live 1:1 Tutoring Hours Used for Better Score Eligible Test subject | 24 (Within 3 months preceding the test date) | N/A | 8 (Within 6 months preceding the test date) |
Number of Live Class Sessions Attended | N/A | All Sessions included in Your purchase | All Sessions included in Your purchase (Within 6 months preceding the test date) |
Baseline Test Score Submitted to Varsity* | Within 14 days after purchase | Within 14 days after purchase | Within 14 days after purchase |
App / Materials Downloaded and Activated** | Yes, prior to Your first Meeting | Yes, prior to Your first Session | Yes, prior to Your first Meeting |
Homework Completed*** | Yes | Yes | Yes |
Take Better Score Eligible Test | Yes, within 14 days of Your last Meeting | Yes, within 14 days of Your last Session | Yes |
Submit Eligible Test Score results to Varsity | Within 14 days after score release date | Within 14 days after score release date | Within 14 days after score release date |
*This is the score you earned on the test when you took it previously; the score that you're trying to improve upon.
**This refers to the Varsity Tutors Learning Tools study mobile app (https://www.varsitytutors.com/learning_tools-mobile-app). Also, if Your Better Score Eligible Test is the ACT, SAT, or GRE, then also download the Varsity Tutors Prep Book for ACT/SAT/GRE.
***This refers to any homework and/or assignments provided by Your Professional and adherence to the Professional's lesson plan or curriculum, as applicable.
Refunds or Other Options related to the Better Score Guarantee:
If You have otherwise met the eligibility requirements outlined above in a), but Your score did not improve, then contact Your customer service representative to discuss Your options, which are outlined below. Please note that if there were any non-purchased hours that Varsity added to Your Account hereunder, they shall have no cash value and are not redeemable or usable for cash, and they shall expire as set forth in the paragraph below the chart below, rather than as set forth in Section II.e above.
Better Score Guarantee Refund Options | |||
Product Type Purchased: | Live 1:1 Tutoring Package | Live Class Purchase | Bundle |
Option 1 | One time credit for the number of Live 1:1 Tutoring hours originally purchased, capped at the number of hours that You actually used | One time credit for the same or equivalent Live Class originally purchased, comprised of a pre-set number of Sessions and total number of hours, capped at the number of hours You actually used | One time credit for the number of Live 1:1 Tutoring hours One time credit for the same or equivalent Live Class originally purchased, comprised of a pre-set number of Sessions and total number of hours Both credits above are capped at the number of hours that You actually used |
Option 2 | Refund of Your purchase price for the Live 1:1 Tutoring hours | Refund of Your purchase price for the Live Class | Refund of Your purchase price for Live 1:1 Tutoring hours and Live Class |
Whether seeking a refund or credit related to any purchase type listed above, You are only entitled to either a refund or a credit for the Better Score Eligible Test that was the subject of Your purchase, and not both (i.e. if You receive a refund, then You are no longer entitled to receive any credits for Live 1:1 Tutoring hours and/or Live Class Session hours, and vice versa). If You have satisfied the eligibility requirements for the Better Score Guarantee, including timely providing Your official scores in the Better Score Eligible Test, then You are able to request a refund or to obtain and use the one-time credits hereunder within the earlier of: ninety (90) days following the date You took the Eligible Test referenced above, or twelve (12) months following the date of Your original purchase related to the Better Score Eligible Test. The preceding limitation would not apply to a subsequent purchase that was eligible for the Better Score Guarantee whether in the same subject of the Better Score Eligible Test or a different Better Score Eligible Test (e.g. it only applies to each particular purchase). Please contact Your Customer Service Representative who will review Your eligibility for a refund based upon the eligibility criteria.
PERSONAL SATISFACTION GUARANTEE:
The Personal Satisfaction Guarantee applies to certain standardized admissions test subjects (the same tests described as the Better Score Eligible Tests referenced in the prior section) where You have a personal score goal that You would like to achieve, but where You have not previously taken the test, and thus You cannot meet the eligibility requirements for the Better Score Guarantee referenced above. As such, the eligibility requirements are the same as the eligibility requirements for the Better Score Guarantee outlined above, except that You do not need to submit a Baseline Test Score to Varsity following Your purchase.Learning Memberships are specifically excluded from the Personal Satisfaction Guarantee.
If You otherwise meet the eligibility requirements for the Better Score Guarantee for Your respective Better Score Eligible Test purchase, then, in the event You are not satisfied with the score You achieve on the official Better Score Eligible Test, we will provide You one Live Class (which is comprised of a predetermined number of Sessions, depending on the Better Score Eligible Test) in the same Better Score Eligible Test subject as Your original purchase (regardless of whether You bought Live 1:1 Tutoring hours and/or a Live Class, or Bundle for the Better Score Eligible Test), at no additional cost for the particular purchase (but other purchases may also be eligible), in order to help You prepare for a subsequent test. This is a one-time credit only, and it has no cash value and is not redeemable or usable for cash.
PASS GUARANTEE:
The Pass Guarantee applies to certain standardized certification tests that are "Pass/Fail" and Your purchase of Learning Services related to that test preparation.
Eligible Purchase Types and Definitions:
The Pass Guarantee only applies to eligible professional certifications and/or technical exams ("Pass Guarantee Eligible Test"), which will be indicated on Your purchase documentation whether the Pass Guarantee is applicable to Your purchase. If you are unsure if the standardized test You are taking is a Pass Guarantee Eligible Test, please speak with a Customer service representative to see if it is eligible for the Pass Guarantee. Learning Memberships are specifically excluded from the Pass Guarantee. The terms pertaining to each eligible purchase type are set forth below.
Pass Guarantee Eligibility Requirements | |||
Product Type Purchased: | Live 1:1 Tutoring Package | Live Class Purchase | Bundle |
Minimum Live 1:1 Tutoring Hours Purchased for Pass Guarantee Eligible Test subject | 12* | N/A | 8* |
Minimum Number of Live 1:1 Tutoring Hours Used for Pass Guarantee Eligible Test subject | 12* (Within 6 months preceding test) | N/A | 8* (Within 6 months preceding test) |
Number of Live Class Sessions Attended | N/A | All Sessions included in Your purchase, within 6 months preceding test date | All Sessions included in Your purchase, within 6 months preceding the test date |
Homework Completed** | Yes | Yes | Yes |
Take Pass Guarantee Eligible Test | Within 14 days of Your last Meeting | Yes, within 14 days of Your last Session | Yes |
Submit Test Score | Within 14 days after score release date | Within 14 days after score release date | Within 14 days after score release date |
* The required minimum set of hours purchased and used may vary based on the Pass Guarantee Eligible Test subject, Your starting level of proficiency, and Your official test date. .
** This refers to any homework and/or assignments provided by Your Professional and adherence to the Professional's lesson plan or curriculum, as applicable.
Refunds or Other Options Under the Pass Guarantee:
If You have otherwise met the eligibility requirements outlined above in a), but You did not pass Your Pass Guarantee Eligible Test, then contact Your customer service representative to discuss Your options, which are outlined below. Please note that if there were any non-purchased hours that Varsity added to Your Account hereunder, they shall have no cash value and are not redeemable or usable for cash, and they shall expire as set forth in the paragraph below the chart below, rather than as set forth in Section II.e above.
Pass Guarantee Refund Options | |||
Product type purchased: | Live 1:1 Tutoring Package | Live Class Purchase | Bundle |
Option 1 | One time credit for the number of Live 1:1 Tutoring hours originally purchased, capped at the number of hours that You actually used | One time credit for the same or equivalent Live Class originally purchased, comprised of a pre-set number of Sessions and total number of hours, capped at the number of hours You actually used | One time credit for the number of Live 1:1 Tutoring hours One time credit for the same or equivalent Live Class originally purchased, comprised of a pre-set number of Sessions and total number of hours Both credits above are capped at the number of hours that You actually used |
Option 2 | Refund of Your purchase price for the Live 1:1 Tutoring hours | Refund of Your purchase price for the Live Class | Refund of Your purchase price for Live 1:1 Tutoring hours and Live Class |
Whether seeking a refund or credit related to any purchase type listed above, You are only entitled to a refund or a credit for the Pass Guarantee Eligible Test that was the subject of Your purchase, and not both (i.e. if You receive a refund, then You are no longer entitled to receive any credits for Live 1:1 Tutoring, Live Class, and/or Bundled Purchase hours, and vice versa). If You have satisfied the eligibility requirements for the Pass Guarantee, including timely providing notice to Varsity of Your official score in the Pass Guarantee Eligible Test, then You are able to request a refund or to obtain and use the credits hereunder within the earlier of: ninety (90) days following the date You took the Eligible Test referenced above, or twelve (12) months following the date of Your original purchase related to the Pass Guarantee Eligible Test. If You satisfy the eligibility requirements and elect to receive a refund, then You are no longer eligible to receive any credits for Live 1:1 Tutoring, Live Class, and/or Bundled Purchase hours for the Pass Guarantee Eligible Test. If You satisfy the eligibility requirements and elect to receive a credit for Live 1:1 Tutoring or Live Class hours, then You are limited to a maximum of three (3) requests (and would need to meet the eligibility requirements each time), any and all of which must be used within twelve (12) months from the original date of purchase related to the Pass Guarantee Eligible Test. The preceding limitations would not apply to a subsequent purchase that was eligible for the Pass Guarantee whether in the same subject of the Pass Guarantee Eligible Test or a different Pass Guarantee Eligible Test (e.g. it only applies to each particular purchase). Please contact Your customer service representative who will review Your eligibility for a refund based upon the eligibility criteria.
SECTION IV: MISCELLANEOUS PROVISIONS
4.1 Definitions
"Company" or "Varsity" – this refers to us, Varsity Tutors LLC, which is a Missouri limited liability company and is also a Nerdy company (see https://nerdy.com). Varsity is a leading online learning destination that provides Customers access to personalized learning resources in more than 3,000 different subjects across a variety of modalities and access to thousands of high-quality tutors, instructors, experts, educators, and other professionals who interact with Customers online and provide tutoring and/or instruction through the live learning platform on behalf of Varsity. The Company also provides learning tools, diagnostic tests, mobile applications, and more, to create a learning destination capable of meeting Customers' learning needs.
"Customers," "You," or "Your" – this refers to you (students, users, parents, guardians, purchasers, and learners) and includes anyone you've authorized to receive one or more of the benefits included with your purchase(s) (or the purchase made on Your behalf) including: (a) all students and users within Your family or household; (b) other students for whom You purchase services; and (c) any authorized user of Your account or to whom You have provided Customer account access including use of the Company's Platform, proprietary content, tools, and technology.
"Platform" – this refers collectively to Varsity's platform, proprietary content, tools, and technology hosted at www.varsitytutors.com, websites, diagnostic tests, applications, content, and third-party applications.
"Professionals" - this refers to the tutors, instructors, experts, educators, and other professionals who interact with Customers online and provide tutoring, instruction, and/or learning content on behalf of Varsity through Varsity's live learning platform. The Professionals on the Platform are independent contractors, not employees of Varsity or its related and/or affiliated entities. For more information, see Section 4.3.
"Terms" - this refers to these Terms of Customer Account Use, which are entered into between You and Varsity (the "Parties"). The Terms shall govern Your access to or use of all aspects and components of the Platform in accordance with Your purchase(s).
"Meeting" - this refers to any scheduled time and date that You and a Professional engage in Live 1:1 Tutoring on the Platform. Live 1:1 Tutoring may consist of multiple Meetings, as agreed to by you and a Professional.
"Session" - this refers to the scheduled time and date that You and a Professional engage in a Live Class (which is made up of multiple sessions) on the Platform. A Live Class consists of multiple scheduled Sessions, as confirmed in Your purchase documentation.
4.2 Non-Solicitation:
Varsity has expended substantial resources creating the Platform and making qualified Professionals who are available through the Platform to provide You with a personalized learning experience under Your purchase type. Because of this investment by Varsity, and also because of the nature of Varsity's purchase offerings, it is critical to Varsity's business to prohibit You from soliciting or contracting with a Professional outside the Platform when You were introduced to the Professional, directly or indirectly, through the Platform. This prohibition is irrespective of the purchase type You made. Moreover, Varsity, or its related and/or affiliated entities, has contracted with the Professionals and makes payments to them (so You have no reason to separately pay any Professional related to the services You receive hereunder). Accordingly, You agree not to solicit, attempt to solicit, or contract with Professionals on the Platform, directly or indirectly, for a period of two (2) years following the final Meeting or Session with any Professional obtained through the Platform (except through the Platform or with the express written consent of Varsity). You acknowledge that Varsity and/or its related and/or affiliated entities have a valid contract and/or business expectancy with the Professionals on Varsity's Platform who are subject to their own non-solicitation provision regarding customers obtained through the Platform. Violating the non-solicitation provision, or failing to notify Varsity in the event You have reason to believe a Professional is actually soliciting You or attempting to do so, also constitutes tortious interference with Varsity and/or its related and/or affiliated entities' contracts with the Professional for which You may be liable to Varsity for monetary damages and/or equitable relief, in addition to losing the benefits of other aspects of Your purchase. In the event of a violation, the Parties acknowledge that the actual costs and resulting damages (lost productivity, increased operating costs, lost advertising costs, lost customer acquisition costs, lost customer lifetime value, etc.) are difficult to ascertain, calculate, and foresee. You hereby agree that each violation of this provision shall result in a payment to Varsity in the amount of $5,000 as liquidated damages and You agree to pay all Varsity's costs and expenses incurred in enforcing these Terms, including but not limited to reasonable attorneys' fees.
4.3 Professionals are Independent Contractors:
The Professionals on the Platform are independent contractors, not employees of Varsity or its related and/or affiliated entities, and Professionals have their own tutoring, instruction, and teaching styles and methods. Professionals' credentials have been reviewed by Varsity as part of the process to get on the Platform and prior to contracting with Varsity or its related and/or affiliated entities. Professionals undergo a background check through a third-party background check provider prior to contracting and at certain times thereafter. Varsity will not be liable for any claim, injury, or damage caused by or related to the Professional.
Varsity is not responsible for Your results or outcomes hereunder and shall have no obligation to You in this regard, other than recommending a new Professional to You for purposes of the Professional Satisfaction Guarantee; or providing You with a refund pursuant to the respective refund policies, if eligible. If You are not experiencing Your desired results or outcomes You may request a new Professional through the Platform, and Varsity will recommend another Professional to You.
Professionals' independent contractor agreements are with Varsity or its related and/or affiliated entities, and Varsity reserves the right to fulfill any tutoring, instruction, or teaching to You hereunder with independently contracted Professionals with which it or its related and/or affiliated entities contract.
4.4 Network Access/Devices:
You are responsible for obtaining the necessary hardware and software to access the Platform, whether through a computer, laptop, mobile device, tablet, or other authorized device. Please contact IT support by email (techsupport@varsitytutors.com) for information regarding the particular devices supported, the acceptable browsers, the correct operating systems, etc. If not a part of Your hardware, You will also need a webcam, speakers, and/or microphone for on-line and instant Meetings and/or Sessions. A sufficient connection to the Internet is also necessary to access the Platform and to engage in on-line and instant Meetings and/or Sessions.
Varsity reserves the right to restrict Your use or access to the Platform and any other actions it deems reasonably necessary to prevent fraud and abuse and maintain the integrity of the Platform.
4.5 Minor Customers:
Customers who intend to obtain services for minors should maintain an appropriate level of involvement based upon Customer's understanding of the maturity and capabilities of the minor(s), and it is recommended that they communicate with the Professionals with whom the minor interacts regarding the services being sought and delivered. They should also be available as necessary to support an online learning environment, including but not limited to assistance with hardware, software, wi-fi, and other technical troubleshooting outside the control of Varsity; avoiding distractions/creating an optimal environment for learning; logging onto the Platform on the correct date and time; etc.
4.6 Recorded Meetings and Sessions:
Varsity records all Meetings and Sessions conducted on the Platform; however, You may opt out of Meeting recording. In order to opt out of Meeting recording, You must de-select recording of sessions as a preference on Your online account page on the Platform. By agreeing to these Terms (and not opting out of session recording for Meetings), You consent to such recording of Meetings and/or Sessions. Recordings should be available through the Platform within 24 hours of a Meeting for Live 1:1 Tutoring hours, and Learning Memberships, and within 72 hours of a Live Class session; however not all recordings will be available.
Recordings are made for educational purposes and shall remain the sole and exclusive property of Varsity. Recordings are not available to Professionals, and Meeting recordings can only be accessed by You through Your account on the Platform, or by an authorized representative of Varsity for quality assurance and technical purposes, to improve Varsity's services, for educational purposes, to enhance Varsity's processes to recommend Customers and Professionals, to enhance current offerings to Customers and Professionals, as well as develop new offerings to Customers and Professionals, for regulatory and/or compliance purposes (with available safeguards), and as set forth in Varsity's Privacy Policy found at https://www.varsitytutors.com/privacy (the "Privacy Policy"). Varsity will seek to provide timely notice to You following Your Meeting and/or Session when the video becomes available to You. Varsity retains sole discretion regarding the availability of recordings to You and will endeavor to provide notice to You in the event recordings will be intentionally deleted by Varsity. You agree that recordings may not be downloaded, broadcast, or otherwise reproduced in any form, for any reason by You, and You shall be responsible for any breach.
4.7 Taxes:
Payments You make from within the United States do not include any applicable taxes on Your use of the Platform or any Professionals with whom You work through the Platform. Accordingly, You are responsible for any applicable sales, use, or other taxes arising out of Your purchase from within the United States (excluding taxes on Varsity's net income), to the extent it is determined that any such taxes are owed by any taxing authorities. Payments related to purchases You make outside of the United States may include applicable taxes where deemed mandatory under that country's taxing authority's regulations, as determined by Varsity at its sole discretion.
4.8 Integration:
By signing the Terms You also acknowledge having agreed to and being bound by Varsity's Electronic Communications Agreement linked below, its Privacy Policy (www.varsitytutors.com/privacy), its website Terms of Use (www.varsitytutors.com/termsofuse), and any addendum hereto; however, in the event of a conflict regarding any other agreement(s), these Terms shall control.
4.9 Confidentiality:
You may obtain Varsity's confidential information and/or trade secrets (or that of its related and/or affiliated entities) during the course of Your use of the Platform. This information includes, but is not limited to, contractual, technical, pricing, marketing, product, operational, intellectual property, or other valuable information that is not publicly available or available without contractual restrictions (but is not intended to limit the learning obtained through the Platform or Professional). You agree to hold such information in strict confidence. All right, title, and interest in Varsity's confidential information shall remain with Varsity. Confidential information shall not include information (i) You possessed prior to Your access to information through the Platform or use of the Platform, (ii) that becomes generally known to the public (without violation of these Terms), (iii) You obtained from a third party who was not legally prohibited from disclosing it, or (iv) that You independently developed without the use of Varsity's confidential information.
4.10 Content:
Varsity may allow You to submit, upload, publish, or otherwise make available through the Platform certain content; however, You are not required to do so, and You may share information with the Professional directly (not through the Platform). While any content provided by You remains Your property, You hereby grant Varsity an irrevocable, perpetual, transferable, non-exclusive, fully paid-up, royalty-free, worldwide license (sub-licensable through multiple tiers) to: (i) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display such content (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed, and (ii) use (and permit others to use) such content in any manner and for any purpose (including, but not limited to, commercial purposes) that Varsity deems appropriate in its sole discretion (including, but not limited to, incorporating such content (or any modification thereto), in whole or in part, into any technology, product, or service. Varsity may evaluate in an aggregated and anonymized form to derive statistical and performance information related to the Platform, and as set forth in the Privacy Policy. Varsity reserves the right, but it has no obligation, to review content posted on the Platform and to remove any such material that violates or is alleged to violate the law or these Terms; that is offensive or illegal; or that might violate the rights of others, harm others, or threaten the safety of others.
4.11 Restrictions:
You shall not: (i) remove any copyright, trademark, or other proprietary notices from the Platform; (ii) transfer, reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, display publicly, perform publicly, transmit, stream, broadcast, or otherwise exploit the Platform, except as expressly permitted by Varsity; (iii) decompile, disassemble, or reverse engineer the Platform, unless permitted by law; (iv) link to, or frame any portion of the Platform; (v) cause or launch any program or script for the purpose of scraping, indexing, or surveying any portion of the Platform or hindering the functionality or operation of the Platform; or (vi) attempt to gain unauthorized access to or impair any aspect of the Platform's systems or networks.
4.12 Agreement to Arbitrate:
Please read this section carefully. It affects legal rights that You may otherwise have and requires individual final and binding arbitration of most disputes instead of resolution in court.
Arbitration is the submission of a dispute to a neutral arbitrator, NOT a judge or jury, for a final and binding decision, known as an "award." Arbitration provides for more limited discovery than in court, is subject to limited review by courts, and the result is confidential. Each party has an opportunity to present evidence to the arbitrator in writing or through witnesses. An arbitrator generally can award the same damages and relief to You that a court can award under the law and must honor the terms and conditions in these Terms.
In order to expedite and control the cost of disputes, You and Varsity agree that any legal or equitable claim, other than a claim under the Non-Solicitation Section relating to this Agreement, any addendum, the use of the platform, or the tutoring obtained from the platform (referred to as a "Claim"), will be resolved as follows: If a Claim cannot be resolved informally, any Claim asserted will be resolved only by binding arbitration. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. The arbitration will be conducted by one arbitrator who is a member of the American Arbitration Association ("AAA") and will be governed by the Consumer Arbitration Rules of the AAA. The arbitration will be held in St. Louis, Missouri or as mutually agreed between the parties and the arbitrator will apply Missouri substantive law, or federal law as applicable, in all respects. The arbitrator shall have all authority to determine the arbitrability of any claim and enter a final binding judgment at the conclusion of any proceedings. Any final judgment may be appealed only on the grounds of improper bias or improper conduct of the arbitrator. If You decide to initiate arbitration, You will have to submit a demand for arbitration with a filing fee to https://www.adr.org. Varsity agrees to reimburse You for the filing fee; however, all other fees related to the arbitration, including the fees of the arbitrator, attorneys' fees, arbitration expenses, etc. shall be determined by the arbitrator in accordance with the AAA rules. You also agree that this arbitration agreement shall apply to any dispute with other parties arising out of or relating to these Terms, including the determination of the scope or applicability of this agreement to arbitrate, regardless of the date of accrual of such dispute.
YOU AND VARSITY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING AND THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS AND THAT CLASS, MASS, CONSOLIDATED, OR COMBINED ACTIONS OR ARBITRATIONS OR PROCEEDINGS AS A PRIVATE ATTORNEY GENERAL ARE NOT PERMITTED.
These Terms evidence a transaction in interstate commerce and the Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate.
This agreement to arbitrate shall survive termination of these Terms. Notwithstanding anything to the contrary, if any part of this agreement to arbitrate is deemed invalid or inapplicable, the remainder of the agreement to arbitrate shall still be considered valid and enforceable. If any part of this agreement to arbitrate is deemed invalid or inapplicable, You and Varsity waive, to the fullest extent allowed by law, any claims to recover punitive or exemplary damages and any right to pursue any claims on a class, mass, consolidated, or combined basis.
The arbitrator shall not award relief in excess of what is allowed by applicable law and the Agreement. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator shall not have the power to commit errors of law or legal reasoning, and the Parties agree that any declaratory or injunctive award may be vacated or corrected on appeal by either party to a court of competent jurisdiction for any such error. Each party will bear its own costs and fees on any such appeal. Judgment on the award may be entered in any court of competent jurisdiction.
4.13 Disclaimer of Warranties:
VARSITY MAKES NO WARRANTY OR REPRESENTATION THAT THE ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. VARSITY HEREBY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, NON-INFRINGEMENT, AND QUALITY, UNLESS PROHIBITED BY LAW. THE VARSITY PLATFORM IS PROVIDED ON AN "AS IS" BASIS. VARSITY DOES NOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE PLATFORM AND DOES NOT CLAIM TO BE ACCREDITED BY ANY CERTIFYING AGENCY. WITHOUT LIMITING THE FOREGOING, VARSITY DOES NOT WARRANT THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR ACHIEVE THE INTENDED PURPOSES, (B) THE PLATFORM WILL NOT EXPERIENCE OUTAGES OR OTHERWISE BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE INFORMATION OR SERVICES OBTAINED THROUGH OR FROM THE PLATFORM WILL BE ACCURATE, COMPLETE, CURRENT, ERROR-FREE, COMPLETELY SECURE, OR RELIABLE, OR (D) THAT DEFECTS IN OR ON THE PLATFORM WILL BE CORRECTED.
4.14 Limitation of Liability:
In no event will Varsity be liable to You for any incidental, special, exemplary, punitive, consequential, or indirect damages (including damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by the Platform, service interruptions) arising out of or in connection with the Platform, the services, or these Terms, even if advised of the possibility of such damages. In no event shall the total liability of Varsity (including itself and its members, managers, directors, officers, employees, or representatives) to You for all damages, losses, causes of action (whether in contract or tort, including but not limited to, negligence or otherwise) arising from Your use of the Platform or relating to these Terms exceed, in the aggregate, the total amount purchased by You or through Your account over the preceding six (6) months.
4.15 Indemnification:
You will defend, indemnify, and hold harmless Varsity and its affiliates, subsidiaries, parents, successors, and assigns, and each of its respective officers, members, employees, and agents from any claims, actions, suits, losses, costs, liabilities, and expenses (including reasonable attorney's fees) relating to or arising out of Your use of the Platform and/or participation in any services, including: (i) Your breach of these Terms or the documents incorporated by reference; (ii) Your violation of any law or the rights of a third party, including independently contracted Professionals as a result of Your own interaction(s) with such third party; (iii) any allegation that any materials You submit to Varsity or transmit through the Platform infringe or otherwise violate the copyright, trademark, trade secret, or other intellectual property or other rights of a third party; and (iv) Your failure to pay any applicable sales, use, or other taxes arising out of Your purchase.
4.16 Binding Effect; Third Party Beneficiaries:
These Terms shall inure to the benefit of and shall be binding upon the Parties hereto and their respective heir, legal representatives, successors, and permitted assigns. Related and/or affiliated entities of Varsity as well as those entities under the common control of the same entity or parent as Varsity shall be considered third-party beneficiaries of this Agreement. Except as expressly set forth herein, this Agreement is not intended to confer any rights or remedies upon any other person or entity.
4.17 Governing Law, Jurisdiction, and Venue:
The laws of the State of Missouri shall govern these Terms, the construction of its terms, and the interpretation of the rights and duties of the Parties hereto, as well as any claim that may arise between You and Varsity, without regard to any conflict of law provisions, except for the Federal Arbitration Act as set forth in Section 4.12, unless it is found not to be applicable. You agree to submit to the personal jurisdiction and that venue for any issue not subject to arbitration shall be in the Circuit Court of the County of St. Louis, State of Missouri or the United States District Court for the Eastern District of Missouri. If any provision is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions of these Terms and the documents incorporated by reference. In that event, the Parties shall replace the invalid or non-binding provision with provision(s) that are valid and binding, and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of the Terms.
4.18 Affiliates and/or Affiliate Marketing:
To the extent You accessed Varsity's Platform by virtue of Your actions on a third party's website or application, with whom Varsity has a business and/or affiliate relationship, or access the services of any of Varsity's affiliate entities, You may be subject to such third party's privacy policy in addition to the Privacy Policy referenced in Section 4.6 above, and Your information (such as name, email, phone number, zip code, subject matter/nature of interest, and/or other information You submitted in conjunction with the preceding) may be shared with that third party, although Varsity will use reasonable efforts to share information of this nature in an anonymized or summary fashion and in accordance with Varsity's Privacy Policy or otherwise as contemplated through Your use of the services. Information regarding purchase activity may also be shared with such third-party, and any such third party may only use such information received hereunder in accordance with its privacy policy (for which Varsity is not responsible) or as otherwise agreed or consented to by You.
4.19 Other Platform Activities:
Varsity performs a variety of key activities through the Platform, including those associated with sales and customer service, the recruitment and contracting of third-party Professionals (all independent contractors), Professional payments, and the process of recommending Professionals to Customers.
4.20 Modification of these Terms:
In order to operate and improve the Platform, Varsity reserves the right to modify or amend these Terms, including doing so electronically, and any such modification or amendment is accepted or agreed to by You pursuant to Varsity's Electronic Communications Delivery and Electronic Signature Policy ("Electronic Communications Agreement") or by Your continued use of the Platform after being notified of modification or amendment of the Terms. The modified or amended Terms shall supersede any prior terms related to the subject matter hereof. If You do not agree to these modified or amended Terms, You may not use the Platform. You also agree to comply with the terms of use and/or terms of service of any non-Varsity application, software, or product that You use in connection with the Platform.
4.21 Authority:
By signing these Terms, You represent and warrant that (i) You are at least 18 years old and are otherwise capable of entering into binding contracts, and (ii) You have the right, authority, and capacity to enter into these Terms and to abide by them, and that You will so abide.