Top Grader ("Top Grader", "our", "us" or "we") provides Top Grader Tutors, an online platform that connects tutors with individuals seeking tutoring services and other services related thereto (collectively, the "Services") through our website, accessible at www.topgrader.online (the "Site"). The Services include the ability for Users and Tutors (each as defined below) to interact via the Top Grader platform's interface or other methods as may be made available by Top Grader from time to time.
Please read carefully the following terms and conditions ("Tutor Terms of Service") and our Privacy Policy, which may be found at https://topgrader.online/privacy-policy.aspx. These Tutor Terms of Service govern your access to and use of the Site, Services, and Collective Content (defined below) and constitute a binding legal agreement between you and Top Grader. The Top Grader User Terms of Service, accessible at https://topgrader.online/terms-of-use.aspx are incorporated herein by reference and apply to use of the Services as a User (defined below). To the extent that there is any conflict between these Top Grader Tutor Terms of Service and the Top Grader User Terms of Service, these Top Grader Tutor Terms of Service shall be deemed the controlling terms.
"Content" means text, graphics, images, software, audio, video, information or other materials.
"Collective Content" means, collectively, Top Grader Content and User Content.
"Tutor" means a tutoring or educational services provider accessible via the Services.
"Top Grader Content" means Content that Top Grader makes available through the Site or Services, including any Content licensed from a third party, but excluding User Content.
"Lesson Services" mean any tutoring or educational services a User may receive from a tutor related to a User's Top Grader account or the Services.
"User" means a person who seeks and/or schedules Lesson Services for a student or for his or herself (e.g. a student, parent or guardian).
"User Content" means Content that a tutor or User posts, uploads, publishes, submits or transmits to be made available through the Site or Services in connection with the Lesson Services or otherwise, including, but not limited to, Questions and related answers posted by Users and Tutors via the Services.
As a Tutor, your use of the Services is governed by the policies, terms and conditions herein.
THE SITE AND SERVICES COMPRISE AN ONLINE PLATFORM WHICH FACILITATES THE CONNECTION BETWEEN USERS AND TUTORS FEATURED ON THE SITE AND VIA THE SERVICES. YOU UNDERSTAND AND AGREE THAT TOP GRADER IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN USERS AND TUTORS. AS MORE FULLY DETAILED BELOW AND TO THE FULLEST PERMITTED BY APPLICABE LAW, TOP GRADER DISCLAIMS ALL LIABILITY RELATED TO THE LESSON SERVICES OR THE CONDUCT OF USERS, TUTORS OR OTHER USERS OF THE SITE OR SERVICES. ACCORDINGLY, ANY MEETINGS (VIRTUAL OR OTHERWISE) BETWEEN USERS, TUTORS OR ANY OTHER THIRD PARTIES AND ANY PURCHASES OF LESSON SERVICES PROVIDED BY TUTORS ARE DONE AT THE PARTIES' SOLE RISK.
Certain areas of the Site (and your access to or use of certain Services or Collective Content) may have different terms and conditions posted or may require you to agree to and accept additional terms and conditions. If there is a conflict between these Tutor Terms of Service and terms and conditions posted for a specific area of the Site, Services or Collective Content, the terms and conditions posted for the specific area of the Site, Services, or Collective Content will take precedence with respect to your use of or access to that area of the Site, Services or Collective Content, as applicable.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES, OR YOUR TOP GRADER ACCOUNT, OR BY POSTING ANY CONTENT ON THE SITE OR THROUGH THE SERVICES IN CONNECTION WITH YOUR LESSON SERVICES OR OTHERWISE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY, THESE TUTOR TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED VIA THE SITE. IF YOU DO NOT AGREE TO THESE TUTOR TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES OR COLLECTIVE CONTENT.
If you accept or agree to these Tutor Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Tutor Terms of Service and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
The Site and Services can be used to facilitate the provision of Lesson Services via our online platform and its video and text chat and document collaboration interface. As stated above, Top Grader makes available a platform with related technology for Users to connect with Tutors online and conduct the Lesson Services via our online interface as requested by Users. Top Grader is not a provider of tutoring services. Top Grader's role is solely to facilitate the availability of the Site and Services. Similarly, Top Grader is not a contracting agent or representative of any Tutor or User. Tutors are independent contractors and are not employees or agents of Top Grader.
You are an independent contractor and nothing in this Tutor Terms of Service will be construed as establishing an employment or agency relationship between you and Top Grader. You have no authority to bind Top Grader by contract or otherwise. You will determine, in your sole discretion, the manner and means by which you provide Lesson Services in connection with this Tutor Terms of Service or as related to the Services or Site, subject to the requirement that you will at all times comply with applicable law. You will not be entitled to any benefits paid or made available by Top Grader to its employees, including, without limitation, any vacation, sick leave or similar pay or benefit, or to participate in any plans, arrangements or distributions made by Top Grader pertaining to any bonus, stock option, profit sharing, insurance or similar benefits.
To become a Tutor, provide Lesson Services, and to be eligible to receive payment for the Lesson Services you provide, you must register and create an "Account," be 18 or older or at least the age of majority in the state or country where you reside and pass all vetting, verification and background check protocols instituted by Top Grader from time to time, which may include, without limitation, undergoing subject matter tests, interviews, and submitting application materials. You understand that Top Grader may use third party sources, data, and companies to assist Top Grader in tutor vetting, verification and background check processes. By registering as a Tutor, you represent and warrant you are 18 or older.
You can register to join the Service as a Tutor by establishing a username (email address) and password with the Service (and providing a picture along with government issued identification) or by logging into your account with certain third party social networking sites ("SNS") (including, but not limited, to Facebook) via our Site. When you register by logging into an SNS via our Site, we will obtain the personal information you have provided to the SNS (such as your "real" name, profile picture, email address, list of SNS friends and other information you make available via the applicable SNS) from the account you have with such SNS and use that information to create your account and you will become a User. The information we obtain may depend on the privacy settings you have with the SNS.
When you register with Top Grader and set up your Account, you: (i) agree to provide Top Grader with accurate and complete information; (ii) agree to promptly update your Account information with any new information that may affect the operation of your Account; and (iii) authorize Top Grader, directly or through third parties, to make any inquiries we consider necessary or appropriate to verify your Account information or the information you provide to us related to any transactions you initiate via the Site and Services. You will not use false identities or impersonate any other person or use a username or password that you are not authorized to use.
You are responsible for safeguarding and maintaining the confidentiality of your username, password and corresponding Account information. You agree not to disclose your password to any third party. You will immediately notify Top Grader of any unauthorized use of your username, password or Account.
You agree that you will not permit, enable, introduce or facilitate (i) persons who do not have an Account to have access to the features of the Site and Services only made available to registered Tutors and (ii) other persons to participate in providing Lesson Services from your Account.
See the Top Grader Privacy Policy at https://www.topgrader.online/privacy-policy.aspx for information and notices concerning Top Grader's collection and use of your personal information.
If you register via the Site and Services to serve as a Tutor, you represent and warrant to Top Grader that you (i) have requisite knowledge in the subjects you select via the Services to provide Lesson Services in such subjects to Users; (ii) will utilize User-paid Lesson Services time solely to provide Lesson Services only; (iii) you are or were a student at the academic institution you listed as your school at the time of registration to use the Site and Services and (iv) will not provide Lesson Services to persons younger than 13. You understand and agree that Users will contact you via the Site and Services and request that you provide Lesson Services. You have no obligation to provide any Lesson Services, and any Lesson Services you may choose to provide are in your sole discretion.
As a Tutor, you acknowledge and agree to the following:
If you register to use the Site and Services as a Tutor and provide Lesson Services (also referred to as ‘classes’) via the Site and Services, you may be entitled to receive a payment from Top Grader for the provision of Lesson Services. Top Grader will pay Tutors for the lessons services provided as per the below rule:
All tutors are paid $10/class assuming one class lasts for 55 minutes. The total number of minutes of classes taken by a tutor are accumulated weekly and $10 per 55 minutes class rate is applied to those minutes during a given week. For the minutes that fall outside of the 55 minutes multiple (partial minutes), a pro-rated payment is made. (Example – A tutor takes 4 classes, out of which 2 were for 55 minutes, 1 for 50 minutes, and 1 for 52 minutes. Total minutes for the 4 classes = 212 minutes (55 mins X 3 + 47 mins). The tutor will be paid $30 + $8.545 (pro-rated))
PayPal payments are processed every Saturday morning, EDT/EST. Your weekly payments will include all classes successfully finished between Friday 7:05am EST of last week and Friday 7:05am EST of the current week, meaning any lessons completed after Friday 7:05am EST will be included in the following week's payment. All tutors are paid via PayPal.
In order to receive payment from Top Grader, you will be required to create an account with our third-party payment processor (PayPal). Payments will be remitted to you via the account you create with such third-party payment processor within a commercially reasonable time after your provision of Lesson Services to a User. You are solely responsible for ensuring that you will be able to transfer money from the third-party payment processor.
You acknowledge and agree that Top Grader reserves the right, in its sole discretion, to prospectively modify its payment rates at any time. If we modify the payment rates, we will post the modified rates on the Site with thirty (30) days advance notice of the modification effective date or otherwise provide you with notice of the modification. By continuing to provide Lesson Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Tutor Payment rates. If the modified payment rates are not acceptable to you, your only recourse is to cease providing tutoring services via the Site and Services.
Please note that if a Tutor Payment sent by Top Grader to you in accordance with these Tutor Terms of Service is later invalidated or reversed for any reason (e.g. a User requests a refund), you will be liable to Top Grader for the full amount of such Tutor Payment that Top Grader sent to you and any fees related thereto. This means that you will be responsible for reimbursing Top Grader in the event of a chargeback, reversal of payment or other claim by a User in this regard. We may void or withhold payments for: (1) breach of these Tutor Terms of Service, (2) suspected fraudulent activity (including, without limitation, purporting to complete more tutoring minutes than is possible within a given period of time), (3) failure to timely provide an IRS Form W-9 with complete and accurate information, or (4) if the User requests a refund or submits a chargeback request.
IRS regulations regarding federal tax reporting requirements stipulate that Top Grader must collect an IRS Form W-9 from any individuals in the United States. Because state and local tax laws vary significantly by locality, you understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisors. You will report to all applicable government agencies as income all compensation (including tutor payments) received by you for services performed in connection with this Tutor Terms of Service (including Lesson Services), the Services, or the Site. We cannot and do not offer tax advice to any Tutors on the Site and Services.
Top Grader does not endorse any User and you are responsible for determining and confirming the identity and suitability of the Users interacted with as a result of your use, or use by any third party, of the Site and Services. We are not your agent or the agent of any User. To the fullest extent permitted by applicable law, you agree that we will not be responsible for any damage or harm resulting from your interactions, or those of anyone else, with Tutors or Users. By using the Site or Services, you, and any third party that may use the Site and Services under your Account, agree to the fullest extent permitted by applicable law, that (i) any legal remedy or liability that you or such third party seek to obtain for actions or omissions of Tutors, Users, or other third parties will be limited to a claim against the particular Tutor, User or the third parties who caused you, or such third party, harm; and (ii) you will not to attempt to impose liability on, or seek any legal remedy from Top Grader with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with others you may come into contact with as a result of your use of the Site and Services.
The Site, Services and Top Grader Content are protected by copyright, trademark, and other laws of India, the United States and foreign countries. You acknowledge and agree that the Site, Services and Top Grader Content, including all associated intellectual property rights, are the exclusive property of Top Grader and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or Top Grader Content.
Subject to your compliance with the terms and conditions of these Tutor Terms of Service, Top Grader grants you a limited, non-exclusive, non-transferable license: (i) to view, download and print any Top Grader Content solely for your personal and non-commercial purposes; and (ii) to access, modify, edit and download any User Content to which you are permitted access solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services or Collective Content, except as expressly permitted in these Tutor Terms of Service. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Top Grader or its licensors, except for the licenses and rights expressly granted in these Tutor Terms of Service.
We may, in our sole discretion, permit users of the Services to post, upload, publish, submit or transmit Content. By making available any Content on or through the Site or Services, you hereby grant the following license to Top Grader, which Top Grader may exercise solely in connection with the Services, including promotion of the Services, directly or directly by intermediaries: a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense to other users of the Services (including Users and other Tutors, as applicable), to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Content. Top Grader does not claim any ownership rights in any Content provided by users of the Services or Site and nothing in these Tutor Terms of Service will be deemed to restrict any rights that you may have to use and exploit any of your Content.
Top Grader may record live lessons that you provide to students in connection with your provision of Lesson Services. You hereby grant to Top Grader an irrevocable, worldwide, royalty-free, exclusive license to use any such recorded live lessons for all business purposes, including for marketing purposes, and you hereby grant Top Grader permission to use your voice, image, name, and likeness to the extent that the same are encompassed or embodied within such recorded live lessons.
You acknowledge and agree that you are solely responsible for all Content that you make available through the Site or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to Top Grader the rights in and to such Content, as contemplated under these Tutor Terms of Service; and (ii) the Content, your posting, uploading, publication, submission or transmittal of it, or Top Grader's use of the Content (or any portion thereof) on, through or by means of the Site or Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You understand and agree that provision of Lesson Services may require use of a third party website or service (each a "Third Party Service"). Your use of any Third Party Service is voluntary. You shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software you may decide to use to provide the Lesson Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to use of any Third Party Service. Top Grader shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such Third Party Service.
Top Grader respects copyright law and expects its users to do the same. It is our policy to terminate in appropriate circumstances Tutors, registered users, or other Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
If you decide to provide feedback, comments, or suggestions for improvements to the Site or Services ("Feedback"), you may do so by emailing us at tutors-support@topgrader.online. You acknowledge and agree that if you submit any Feedback to us, via the email address provided above or otherwise, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
You agree not to do any of the following:
Post, upload, publish, submit, or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
You also agree not to:
In addition to the above, you agree that you:
Top Grader will have the right to investigate and prosecute violations of any of the above to the fullest extent permitted by applicable law. Top Grader may involve and cooperate with law enforcement authorities or third parties in investigating and prosecuting users who violate these Tutor Terms of Service or any other policies applicable to use of the Services. Top Grader acts as a technology service that facilitates the provision of Lesson Services between Tutors and Users. You acknowledge that Top Grader has no obligation to monitor your access to or use of the Site, Services or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Tutor Terms of Service or any other policies applicable to use of the Services, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Top Grader reserves the right, at any time and without prior notice, to (i) remove content from the Service at any time for violations of these Tutor Terms of Service or other policies applicable to use of the Service; (ii) give a Tutor the opportunity to amend content it believes to be in violation of these Tutor Terms of Service or other policies applicable to use of the Service.; and (iii) take appropriate action against a Tutor. Nonetheless, you agree that, to the fullest extent permitted by applicable law, Top Grader is not responsible for any User Content or any Tutor's failure to comply with these Tutor Terms of Service or other policies applicable to use of the Service. Without limiting the terms of the "Limitation of Liability" section below and to the fullest extent permitted by applicable law, Top Grader is not responsible for the use or exchange of any information, files or goods between Tutors and Users.
The Site or Services may contain links to third-party websites or resources. You acknowledge and agree that Top Grader is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Top Grader of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources.
Top Grader reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Tutor Terms of Service. If we modify these Tutor Terms of Service we will post the modification on the Site or provide you with other notice of the modification. We will also update the "Last Updated Date" at the top of these Tutor Terms of Service. By continuing to access or use the Site or Services or taking other requested action after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Tutor Terms of Service. If the modified Tutor Terms of Service are not acceptable to you, your only recourse is to cease using the Site and Services.
Top Grader reserves the right to suspend, disable, or terminate your Account and revoke your access to and use of the Site, Services and Collective Content at any time, with or without cause, including, without limitation, if you breach these Tutor Terms of Service. In the event Top Grader terminates your Account due to your breach of these Tutor Terms or Service or violation of any law, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending an email to tutors-support@topgrader.online
If your account is suspended and you apply to be reinstituted as a Tutor on the Service, Top Grader is under no obligation to honor such request but may do so in its sole discretion and in accordance with all Top Grader policies, procedures, or requirements for reinstitution applicable at that time.
THE SITE AND SERVICES ARE PROVIDED "AS IS," "WHERE IS," "AS AVAILABLE," "WITH ALL FAULTS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. TOP GRADER AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE AND SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, QUALITY OF INFORMATION, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OF BACKED-UP DATA AND PERFORMANCE OF THE SITE AND SERVICES. TOP GRADER DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE AND SERVICES WILL BE CORRECTED, OR THAT ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE. TOP GRADER DOES NOT WARRANT THAT PROVISION OF LESSON SERVICES WILL PRODUCE ANY LEVEL OF PROFIT OR BUSINESS FOR YOU OR LEAD TO ECONOMIC BENEFIT.
YOU ACKNOWLEDGE AND AGREE THAT TOP GRADER DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (I) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA, OR SOFTWARE, OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS, OR NETWORKS. TOP GRADER SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TOP GRADER OR THROUGH THE SITE, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH TUTORS AND OTHER USERS OF THE SITE AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERACTION WITH TUTORS OR USERS VIA THE SERVICES OR OTHERWISE. YOU UNDERSTAND THAT TOP GRADER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF TUTORS, USERS OR OTHER USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OR USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES.
To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold Top Grader, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Services or Collective Content, your provision of any Lesson Services, or your violation of these Tutor Terms of Service or any other policies applicable to use of the Services.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TOP GRADER NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TUTOR TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH TUTORS, USERS OR OTHER USERS OF THE SITE OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TOP GRADER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TOP GRADER'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TUTOR TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT EXCEED THE TUTOR PAYMENT AMOUNTS TOP GRADER HAS PAID TO YOU IN CONNECTION WITH YOUR PROVISION OF LESSON SERVICES VIA THE SITE AND SERVICES OR ONE HUNDRED DOLLARS ($100) (WHICHEVER IS GREATER). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TOP GRADER AND YOU.
THE PRIOR LIMITATION ON DAMAGES IS NOT INTENDED TO LIMIT TOP GRADER’S OBLIGATION TO PAY PREVAILING PARTY COSTS OR FEES IF RECOVERABLE PURSUANT TO APPLICABLE LAW. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE TOP GRADER’S LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY TOP GRADER, OR FOR TOP GRADER’S GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.
All trademarks, service marks, logos, trade names and any other proprietary designations of Top Grader used herein are trademarks or registered trademarks of Top Grader. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
These Tutor Terms of Service constitute the entire and exclusive understanding and agreement between Top Grader and you regarding the Site, Services and Collective Content, and these Tutor Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Top Grader and you regarding the Site, Services and Collective Content.
You may not assign or transfer these Tutor Terms of Service, by operation of law or otherwise, without Top Grader's prior written consent. Any attempt by you to assign or transfer these Tutor Terms of Service, without such consent, will be null and of no effect. Top Grader may assign or transfer these Tutor Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Tutor Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Tutor Terms of Service, will be in writing and given: (i) by Top Grader via email (in each case to the email address that you provide); or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
If a dispute arises between you and Top Grader, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you agree that we will resolve any claim or controversy at law or equity that relates to or arises out of the Tutor Terms of Service or the Services or your use of the Services (a "Claim") in accordance with the subsections below.
General. You and Top Grader agree that any dispute, claim or controversy between you and Top Grader, or otherwise arising out of or relating to these Tutor Terms of Service or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site or Services (collectively, "Disputes") will be settled by binding arbitration in the courts of Lucknow, India. Without limiting the preceding sentence, you will also have the right to litigate any other Disputes if you provide Top Grader with written notice of your desire to do so by email at https://www.topgrader.online/contact-us.aspx or regular mail at our office located at Top Grader, 304/305 Sapphire Homes, 2 and 3 Fawn Brake Ave, S.N. Marg, Lucknow 226001, India.
Arbitration Location. Unless you and Top Grader otherwise agree, the arbitration will be conducted at Lucknow, India.
Changes. If Top Grader changes this Legal Disputes section, you may reject any such change by sending us written notice (including by email to tutors-support@topgrader.online within 30 days of the date such change became effective, as indicated in the "Last Updated" date. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Top Grader in accordance with the provisions of this Section as of the date you first accepted the terms of these Tutor Terms of Service (or accepted any subsequent changes to these Tutor Terms of Service).
This "Legal Disputes" section shall survive any expiration or termination of your relationship with Top Grader.
The failure of Top Grader to enforce any right or provision of these Tutor Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Top Grader. Except as expressly set forth in these Tutor Terms of Service, the exercise by either party of any of its remedies under these Tutor Terms of Service will be without prejudice to its other remedies under these Tutor Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Tutor Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Tutor Terms of Service will remain in full force and effect.
If you have any questions about these Tutor Terms of Service, please contact Top Grader at tutors-support@topgrader.online or at Top Grader, 304/305 Sapphire Homes, 2 and 3 Fawn Brake Ave, S.N. Marg, Lucknow 226001, India.
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Terms of Use | Privacy Policy | Terms & Conditions for Tutors
