Terms for Varsity Tutors AI-Enhanced Learning Platform Access and Education Offerings

1. The Services.

Varsity facilitates the connection between Professionals and Learners through a variety of Education Offerings through the Platform, in addition to other self-directed and asynchronous offerings, to help Schools and Learners achieve their goals. These Terms govern the use of the Platform and the Education Offerings by School and its End Users. During the Initial Term (and any subsequent renewal or extension as reflected in an Order Form or Purchase Documentation), Varsity shall provision the Services to Learners in accordance with these Terms.

When Varsity provides general updates to the Services, Varsity agrees to provide such updates to School. Varsity may make reasonable enhancements and modifications to the Services at any time and without notice, provided that Varsity will use reasonable efforts to notify School of material changes that Varsity reasonably anticipates will negatively impact School’s use of the Services.

2. School’s Responsibilities.

School may only use the Services in accordance with these Terms. School is responsible for the activities of End Users, including, without limitation, any School Materials provided by such End Users. School will promptly notify Varsity upon learning of any unauthorized use or access of the Services. School shall ensure that its End Users abide by the Terms and all applicable laws.

School and the End Users shall not use the Services: (a) to transmit or upload material that (i) infringes upon the intellectual property rights of any third party, or (ii) is obscene, defamatory, or illegal; (b) in a manner which is illegal or otherwise violates any applicable law or regulation; (c) to knowingly or negligently cause harm to the Platform, compromise the security or integrity of the Platform, or exceed the authorized use or access of the Platform, including, without limitation, the transmission or use of bots, viruses, worms, and malware; (d) for unauthorized or competitive purposes, including, without limitation, reverse engineering, modifying, or copying the Services or creating derivative works of the Services; or (e) for purposes of academic fraud, cheating, or other activities that would violate School’s policies related to academic integrity. School understands that Varsity may suspend an End User’s access if Varsity reasonably believes such End User is in violation of the Terms.

While Varsity endeavors to comply with all applicable laws, to the extent School uses the recording and/or generative artificial intelligence capabilities of the Platform, School is responsible for ensuring that its use of such capabilities complies with such laws and School will be responsible for providing all necessary disclosures and obtaining all necessary consents for such capabilities (as applicable).

3. Fees and Payment.

Varsity offers multiple options for Schools to access the Services. For Education Offerings that include fees payable by School (the “Service Fee”): (a) except as otherwise specified in the Order Form or the Purchase Documentation, payment will be due NET30 from the Effective Date of the Order Form or acceptance of the Purchase Documentation; (b) the monthly invoice amount will be calculated on a pro rata basis if the Order Form specifies monthly billing by dividing the Service Fee for the Education Offering by the number of months of the term of the Education Offering(s), unless the Order Form and/or Purchase Documentation specifies otherwise; (c) Varsity may suspend School’s access to the Services if the Service Fee is more than five (5) business days past due after Varsity sends written notice of such past due amount to School; (d) the Service Fee does not include taxes and School shall be responsible for all taxes applicable to School’s use of the Services excluding taxes based on Varsity’s income; and (e) School will provide Varsity an exemption certificate upon request if School is exempt from taxes.

When an Education Offering is scheduled, School may only cancel the session by providing Varsity with notice of cancellation at least twenty-four (24) hours in advance of the scheduled time for the Education Offering. If School cancels an Education Offering with less than twenty-four (24) hours’ notice, or if the Learner does not attend the Education Offering, then such Education Offering will be consumed and School is required to pay the Service Fee for that Education Offering. If a Learner misses two (2) consecutive sessions during a four (4) week period the Learner may be removed by Varsity from future scheduled sessions. Any removed Learner can be added back to future scheduled sessions based upon agreed upon rescheduling between School and Varsity. School is not required to pay for Education Offerings that are canceled by the Professional, and School will receive a credit for any prepaid Education Offering(s) canceled by the Professional. Except in the event of School’s termination for Varsity’s breach in accordance with Section 4, School’s payment obligations and the Service Fee are non-refundable and non-cancelable.

4. Term and Termination.

Upon signing an Order Form that incorporates these Terms or Purchase Documentation, School shall have access to the Services for the Initial Term specified in the Order Form or Purchase Documentation (as applicable). Either party may terminate the Services if the other party is in breach of its obligations hereunder and such breach is not cured within thirty (30) days from receipt of written notice. Additionally, Varsity may terminate any Services provided without a Service Fee prior to the end of the Initial Term by providing ten (10) business days’ notice to School. Upon termination or expiration of the Services, (a) Learners will no longer be able to access or receive the respective Services, and (b) School will no longer have access to the Platform. Sections 3, 4, 6, 7, and 9 through 13 of the Terms shall survive any termination or expiration of the Services.

5. Confidential Information.

Each party acknowledges that it may receive information of a confidential or proprietary nature disclosed by the other party in connection with the Services (“Confidential Information”). The party receiving Confidential Information (the “Receiving Party”) shall use reasonable efforts to maintain as confidential the Confidential Information disclosed by the other party (the “Disclosing Party”) and will only use and disclose such Confidential Information as necessary in connection with the Services. The Receiving Party may only disclose Confidential Information to its employees, agents, and contractors who are obligated to abide by obligations of confidentiality and have a need to know such information in connection with the Services.

Confidential Information excludes any information to the extent such information: (a) is or becomes available to the public; (b) is disclosed to the Receiving Party by a third party without an obligation of confidentiality; (c) is independently developed by or for the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is required to be disclosed pursuant to applicable laws or regulations, rules of any stock exchange, or by order of a court or other government authority, provided that the Receiving Party will use reasonable efforts to provide the Disclosing Party with prior notice of such requirement unless such notice is prohibited by law.

6. School Data.

As between the parties, School owns all School Data. School and Varsity shall process School Data in compliance with all privacy laws applicable to School Data, which may include, without limitation, the Children’s Online Privacy Protection Act and the Family Educational Rights and Privacy Act (collectively, “Privacy Laws”). In accordance with the requirements of the Family Educational Rights and Privacy Act, Varsity shall be considered a school official with a legitimate educational interest in the School Data. School understands and agrees that, in order to provide Services to School, Varsity may disclose School Data to its affiliates and service providers who provide services to Varsity, provided that such affiliates and service providers are obligated to abide by obligations of confidentiality and that Varsity shall be liable for the actions of such affiliates and service providers in violation of these Terms. Varsity shall only collect and use School Data for purposes of providing the Services to School (including, without limitation, for purposes of reporting on, enhancing user experiences and improving Varsity’s products, services, and sites) and for no other commercial purpose, and School hereby consents to the foregoing. School represents and warrants that it has obtained and provided all necessary consents and notices that are required under Privacy Laws in order to allow the use of the Services by Learners, including, without limitation, the use and disclosure of School Data as contemplated herein, which may include parental consent for children under age thirteen (13), where applicable.

Varsity will ensure the security of School Data by using commercially reasonable electronic and physical safeguards that are appropriate for the School Data. In the event of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, School Data (a “Security Incident”), Varsity shall notify School without undue delay upon learning of such Security Incident. Except to the extent that the Security Incident arises from the acts or omissions of School, Varsity will, at School’s request or direction, provide reasonable assistance and cooperation to School as may be required under Privacy Laws to investigate and remediate a Security Incident.

The use of the Services is governed by Varsity’s Privacy Policy, including policies specific to Varsity Tutors and student data, available online at: https://www.varsitytutors.com/privacy, (the “Privacy Policy”). To the extent of any conflict between these Terms and the Privacy Policy, the Terms shall control. The Privacy Policy includes a listing of the categories and types of School Data that may be provided by School. The parties agree that School Data excludes (a) deidentified, anonymized, or aggregated data, and (b) information collected by Varsity outside of the Services, and School understands that Varsity may use and maintain such data referenced in (a) and (b) for its own purposes, including, without limitation, analytics and development purposes, and in accordance with its Privacy Policy. School and Varsity shall reasonably cooperate to determine whether there is additional anonymized, aggregated, and/or deidentified data that School is able to share with Varsity for purposes of enhancing user experiences or improving Varsity’s products, services, and site.

Within ninety (90) days from expiration or termination of the Services, Varsity will delete all School Data from Varsity’s systems except to the extent it is necessary to provide any continuing Services or in the event Varsity is required to retain School Data under applicable law. School shall be responsible for maintaining any School Data that it is required to maintain after termination or expiration of the Services.

7. Intellectual Property.

School shall have the right to access and use the Services and Platform during the Initial Term in accordance with these Terms. Except as expressly stated herein, neither party transfers any intellectual property rights to the other party. As between the parties, Varsity owns all intellectual property rights in the Services and the Platform. If School provides its logo, trademarks, or other intellectual property for purposes of branding the Services, School permits Varsity to use such materials provided by School for the purpose of providing the Services. Neither party may use the name, logo, or trademarks of the other party in any marketing materials or advertising without such party’s prior consent.

8. Disclaimer of Warranties.

VARSITY MAKES NO WARRANTY OR REPRESENTATION THAT THE ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, 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 SERVICES AND PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VARSITY DOES NOT GUARANTEE AND DOES NOT PROMISE (i) ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICES OR THE PLATFORM, OR (ii) THAT PROFESSIONALS WILL CONTINUE TO BE AVAILABLE IN THE DESIGNATED TOPICS OR SUBJECTS SELECTED BY SCHOOL.

9. Indemnification.

Varsity will defend, indemnify, and hold harmless School from any claims, actions, suits, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of any third party claim or action brought against School alleging that the Platform infringes the intellectual property rights of any third party. The foregoing obligations in this Section 9 shall not apply to the extent (a) the infringement arises from: (i) School’s breach of the Terms, or (ii) School Materials; or (b) School fails to provide prompt written notice of the claim, provided that such failure shall only relieve Varsity of its obligations to the extent of actual prejudice, if any. Except to the extent prohibited by law, each party shall be responsible for any claims, actions, suits, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) directly caused by the actions of such party, its employees, and (with respect to School) its End Users.

10. Limitation of Liability.

IN NO EVENT WILL VARSITY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE PLATFORM, OR SERVICE INTERRUPTIONS) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THE PLATFORM, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF VARSITY FOR ALL DAMAGES, LOSSES, CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THE PLATFORM, OR THESE TERMS EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT PAID BY SCHOOL FOR THE SERVICES OVER THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. Additional Terms for Education Offerings.

Live + AI™: Varsity Tutors Live + AI™ platform includes: 24/7 chat-based tutoring, asynchronous on-demand essay review, select drop-in live enrichment and test prep classes, and self-directed learning support that will be available to School through the Live + AI™ platform, commencing on the applicable Start Date through the End Date as specified in the Order From. Varsity reserves the right to make reasonable enhancements and modifications to the Services included in the Live + AI™ platform at any time and without notice, provided that Varsity will use reasonable efforts to notify School of material changes.

Scoped High-Dosage Tutoring: Scoped High-Dosage allows Schools to schedule 1:1 and small group tutoring sessions (up to 1:5) for Learners through the Platform. The School is entitled up to the number of sessions per week (Monday through Sunday) calculated by taking the number of Licenses or Students specified in the Order From divided by the number of students per session and then multiplied by the number of sessions per week, commencing on the applicable Start Date through the applicable End Date as specified in the Order Form. Sessions may be scheduled Monday through Friday during the school day, from 7:00 am to 5:00 pm in the School’s local time zone. Once a session is scheduled, it may only be canceled by providing Varsity with notice of cancellation at least twenty-four (24) hours before the scheduled session. In the event School, parents/guardians, or Learners, cancel a previously-scheduled session on less than twenty-four (24) hours’ notice or the Learner does not attend such session, such session will count towards the number of sessions allowed each week. Any sessions canceled by the Tutor that are not rescheduled will not count towards the number of sessions allowed each week. For sessions scheduled in excess of the number of sessions allowed each week, Varsity will invoice School at rates commensurate with the Order Form. The sessions do not carry over week-to-week.

Varsity Tutors Pro: Varsity Tutors Pro allows the Customer to schedule 1:1 or small group tutoring sessions (up to 1:5) for Learners through the Platform. The School is entitled to a Fair Use Cap as indicated on the Order Form, commencing on the applicable Start Date through the applicable End Date as specified in the Order Form. For sessions scheduled in excess of the Fair Use Cap each Month, Varsity will invoice School at rates commensurate with the Order Form. The sessions do not carry over month-to-month. Sessions may be scheduled Monday through Friday during the school day, from 7:00 am to 5:00 pm in the School’s local time zone. Once a session is scheduled, it may only be canceled by providing Varsity with notice of cancellation at least twenty-four (24) hours before the scheduled session. In the event School, parents/guardians, or Learners, cancel a previously-scheduled session on less than twenty-four (24) hours’ notice or the Learner does not attend such session, such session will count towards the Fair Use Cap. Any sessions canceled by the Tutor that are not rescheduled will not count towards the Fair Use Cap each Month. Additional Terms for Varsity Tutors Small Group Tutoring: When School purchases small group tutoring, Varsity Tutors reserves the right to optimize small group tutoring sessions by consolidating small groups into one group session not to exceed a 1:5 ratio.

Parent-Assigned High-Dosage Tutoring: Parent Assigned High-Dosage Tutoring allows parents/guardians and Learners to schedule tutoring sessions for Learners through the Platform. Each Parent Assigned Learning Membership is entitled to the number of sessions per week (Monday through Sunday) commencing on the applicable Start Date through the End Date as specified in the Order Form. The sessions do not carry over week-to-week or month-to-month (as applicable per the Order Form). School understands that, in order to comply with applicable laws, Learners will not be able to begin scheduling sessions hereunder until the Learner and/or (as applicable) their parent/guardian has completed the customer registration process with Varsity.

12. Miscellaneous.

(a) Neither party shall be responsible for any delay, default, or failure to perform to the extent arising from circumstances beyond its control, including, without limitation, acts of God, natural disasters, the action or inaction of a third party government authority, changes to laws or regulations, labor or contractor strikes or shortages, or acts of civil disobedience, terrorism, or war.

(b) Except where prohibited by applicable law: (i) these Terms and the Services shall be governed by the laws of the State of Missouri without regard to any conflict of law provisions, and (ii) the parties hereby consent to the exclusive jurisdiction and venue of the Circuit Court of the County of St. Louis, Missouri, or the United States District Court for the Eastern District of Missouri, for all disputes arising between the parties hereunder.

(c) If any provision herein is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of these Terms and the parties shall negotiate in good faith a new provision to replace the invalid or non-binding provision that has, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the content and purpose of the Terms.

(d) These Terms and the Services shall not constitute a joint venture, partnership, or agency between the parties and the parties agree that Varsity is acting as an independent contractor hereunder. Neither party shall have the right to make any warranty or representation to such effect or to otherwise bind the other party. In addition, School understands that Professionals on the Platform are independent contractors and Professionals have their own teaching styles, manner, means, and methods of tutoring and/or instruction. Each Professional is responsible for coordinating with School to determine the curriculum, content, lesson plans, and scheduling or coordination of the Services. Neither Varsity nor School will be responsible for the conduct of any Professional and neither will be liable for any claim, injury, or damage arising in connection with any Services provided by a Professional to Learner. If a Learner is unsatisfied with the results, outcomes, or the particular services provided by the Professional, the Platform allows School to select another Professional.

(e) School acknowledges and agrees that these Terms and the Services do not confer any benefits to any third party and there are no third party beneficiaries hereto.

(f) The delay or failure of either party in exercising any right or obligation herein shall not be construed as a waiver thereof. The Terms may only be waived in writing signed by the parties hereto.

(g) These Terms constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and any and all prior agreements, understandings, and representations related to the subject matter hereof, are hereby terminated and canceled in their entirety and are of no further force and effect. In the event of any conflict or inconsistency between the Terms, an Order Form, and the Purchase Documentation, the order of precedence shall be as follows: the Terms, the Order Form, followed by the Purchase Documentation. School hereby agrees that any additional terms included with purchase order or other payment documentation requested or provided by School in connection with the Services are void.

(h) Any and all notices provided hereunder shall be in writing or by electronic transmission. Notices to School may be sent by email to Administrators. Notices to Varsity may be sent by email to corporate@varsitytutors.com or in writing to Varsity Tutors, 8001 Forsyth Blvd. Suite 1050 St. Louis, MO 63105, Attn: Chief Legal Officer.

(i) School acknowledges that these Terms are not assignable by School without Varsity’s prior written consent, which shall not be unreasonably withheld or delayed. Any attempted assignment in violation of these Terms shall be null and void.

13. Definitions.

“Administrators” means the users authorized by School to access the administrator accounts that will manage the Services on behalf of School.

“Education Offerings” means tutoring services, courses, and other offerings provided by Professionals to School through the Platform.

“Effective Date” means the date of an executed Order Form (defined below).

“End Users” means Administrators and Learners.

“Fair Use Cap” shall be the maximum number of sessions per month or week, as specified in the Order Form.

“Initial Term” means the duration of the term for each of the Education Offerings as specified in your agreement, Order Form, or Purchase Documentation (as defined below) with Varsity that is subject to these Terms. In the event that an Order Form or Purchase Documentation is executed or accepted after the start date of the Initial Term, the parties may mutually agree to adjust the dates of the Initial Term in writing without increasing the Service Fee or changing the duration of the Initial Term to reflect the actual provisioning dates without increasing the total price or altering the term length.

“Learners” means the learners and students authorized by School to use the Platform to receive Services.

“Order Form” means an invoice, order form, webform, or other agreement (as applicable) provided to the School that incorporates these Terms.

“Platform” means Varsity’s platform, websites, applications, and other services provided by Varsity in connection with the Services.

“Professionals” means the tutors, instructors, experts, educators, and other professionals providing Services to Learners through the Platform.

“Purchase Documentation” means the payment terms in a purchase order or other payment documentation from School that specifies the payment terms and has been accepted by Varsity in writing.

“School” means the entity that has accepted these Terms in order to obtain and make Services available to End Users.

“School Data” means all personal data of Learners that, alone or in combination, is linked or is linkable to a specific Learner.

“School Materials” means the materials and content provided or transmitted through the Platform by School and its End Users.

“Services” means the Education Offerings and the Platform.

“Varsity Tutors” and “Varsity” means Varsity Tutors for Schools LLC, a Missouri limited liability company with offices at 8001 Forsyth Blvd., Suite 1050, St. Louis, MO 63105.