Updated as of February 19, 2024

These Terms of Service (“Terms of Service”) constitute a legally binding agreement between you and Edefy, Inc.(“Edefy”) governing your use of the Edefy Platform (defined below). The Edefy Platform enables marketplace participants to offer, search for, coordinate, engage and deliver educational services (“Education”). You must maintain an active Edefy personal user account (“Account”) to access most aspects of the Edefy Platform.

Parents, Teachers and Hosts (“Users”) are Account holders with distinct roles, rights and obligations on the Edefy Platform. “Teachers” are Users who offer Education on the Edefy Platform. Each Teacher is an independent contractor engaged directly by a parent (including legal guardians, “Parent”) to provide Education to their children and other learners (each a “Student”). Similarly, “Hosts” are Users offering education facilities with related products and services (“Host Sites”) on the Edefy Platform. Parents use the Edefy Platform to locate, evaluate, and hire Teachers to provide Education for Students, generally in coordination with other Parents to contract a Teacher who will provide Education to a group of eight to twelve Students (“Learning Group”) at a Host Site for a specified period of time (“Education Period”).

When used in these Terms, “Edefy,” “we,” “us,” or “our” refers to Edefy and its subsidiaries, representatives, affiliates, officers and directors. The Edefy Platform is a multi-faceted platform that includes our web-based applications, mobile applications, and any related content (“Edefy Platform”). The Edefy Services includes access to the Edefy Platform, which is comprised of access to our technology application, websites and all other associated services, including payment and support services, in each case provided by Edefy, its affiliates or third parties enabling Users to offer, search for, coordinate, hire and/or receive or render products, services and spaces that, among other things, facilitate Education (“Edefy Services”).

As the provider of the Edefy Platform and Edefy Services, we do not employ, direct or control any Teacher or Host, nor do we own, control, offer, or provide Education or Host Sites. Education and Host Sites, along with any other related products or services (“Third-Party Services”) are provided by Teachers, Hosts, or other third parties (“Third-Party Providers”) to Parents and other purchasers (collectively “Patrons”), not by Edefy. Offers of Education, Host Sites, and other Third-Party Services may be offered separately or combined in the Edefy Platform (“Education Listing”) and rendered separately or collectively by one or more Third-Party Provider. Edefy is not a party to the contracts entered into directly between or among Patrons on one hand and Third-Party Providers on the other.

Your use of the Edefy Services may result in charges to you for the services or goods you receive from Edefy and/or from Third-Party Providers (together, “Charges”). Prices displayed to you when purchasing goods through the Edefy Services may be inclusive of retail prices charged by the Third-Party Provider (“Tuition”) and fees paid to Edefy (“Fees”). Edefy is not acting as an agent in any capacity for any User, except as a limited agent with regard to payments as specified below in the Section titled “Payments”.

IMPORTANT: PLEASE BE ADVISED THAT THESE TERMS OF SERVICE CONTAIN PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS BETWEEN YOU AND EDEFY, INCLUDING THE ARBITRATION AGREEMENT IN THE SECTION TITLED “ARBITRATION”[3]. THESE TERMS OF SERVICE OUTLINE HOW CLAIMS ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS OF SERVICE. PLEASE REVIEW THE ARBITRATION AGREEMENT CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH EDEFY ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION; YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. BY AGREEING TO THESE TERMS OF SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THESE TERMS OF SERVICE AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

1. Contractual Relationship

1.1.Contractual Relationship. In addition to these Terms of Service, your access to, and use of the Edefy Services is also governed by the applicable terms found on our website, including without limitation, the Privacy Notice which describes how we collect, use and disclose your personal information, the Extenuating Circumstances Policy and Edefy’s other applicable standards and policies (“Supplemental Terms”)[6]. Collectively, we refer to these Terms of Service and the Supplemental Terms as the “Terms.” These Terms govern your access or use, from within the United States and its territories and possessions, of the Edefy Services made available in the United States and its territories and possessions (the “Territory”) and you are not permitted to access Edefy Services or the Edefy Platform outside of the Territory.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND EDEFY.

In these Terms, the words “including” and “include” mean “including, but not limited to”. By accessing or using the Edefy Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, do not access or use the Edefy Services.

Notwithstanding the foregoing, if you choose, now or in the future, to provide Third-Party Services, these Terms of Service do not supersede or otherwise impact the enforceability of any agreements you may have with Edefy or its subsidiaries regarding such Third-Party Services. To the extent (but only to the extent) any agreement you may have with Edefy regarding Third-Party Services conflicts with these Terms, those agreements (and not these Terms) will prevail with respect to any disputes arising from your provision of Third-Party Services; otherwise, any relevant provisions in these Terms apply.To the extent you are a User with more than one role in the Edefy Platform the provisions of this agreement apply to you in accordance with the activities associated with those roles. To the extent your rights or obligations in those roles conflict, your obligations to other Users take precedence without any right of offset.For example, if you are both a Teacher and a Parent, the specific terms relating to Teachers apply to you in your role as a Teacher and if you violate these Terms as a Teacher we may also terminate your access to the Edefy Platform in your capacity as Parent without reducing or discharging your obligations and potential or actual liability suras a Teacher.

1.2.Termination. Subject to the subsection entitled “Survival” and to our Extenuating Circumstances Policy, you or Edefy, each at its sole discretion, may immediately terminate these Terms (and Edefy may generally cease offering or deny access to the Edefy Services or any portion thereof) at any time for any reason prior to your first Reservation (defined below).Subject to the subsection entitled “Survival” and to our Extenuating Circumstances Policy, you may terminate this agreement immediately upon violation of a material provision of this Agreement by Edefy. Edefy may terminate this agreement immediately if (i) you materially breach these Terms, (ii) you violate applicable laws, or (iii) such action is deemed necessary by Edefy or is reasonably necessary to protect the personal safety or property of Edefy, its Users, or third parties (for example in the case of fraudulent behavior of a User), or (iv) your Edefy Platform has been inactive for more than two years.

1.3.Modification of Terms. Edefy reserves the right to modify these Terms or its policies relating to the Edefy Services at any time, effective upon posting of an updated version of these Terms through the Edefy Services or Edefy’s website. You should regularly review these Terms, as your continued use of the Edefy Services after any such changes constitutes your agreement to such changes.

1.4.User Violations. Edefy may, in its sole discretion, suspend or cancel your Edefy Platform for any violation or alleged violation of any of the Terms.If (i) you breach these Terms (ii) you violate applicable laws, regulations or third-party rights, (iii) you provide Content that is illegal or incompatible with these Terms, (iv) you have repeatedly received poor reviews or Edefy otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have cancelled confirmed Reservations or failed to respond to Education Requests without a valid reason, or (vii) such action is necessary to protect the personal safety or property of Edefy, its Users, or third- parties, Edefy may: (a) suspend or limit your access to or use of the Edefy Platform and/or your Edefy Platform; suspend, remove, disable access to, or restrict the visibility of Listings, reviews or other Content; cancel pending or confirmed Contracts; or suspend or revoke any special status associated with your Edefy Platform.

In case of non-material violations or where otherwise appropriate, you will be given notice of any intended measure by Edefy and an opportunity to resolve the issue, unless such notification would (i) prevent or impede the detection or prevention of fraud or other illegal activities, (ii) harm the legitimate interests of Edefy, other Users or third parties, or (iii) contravene applicable laws.

If we take any of these measures, Edefy will, where required, inform you about the measure with a statement of reasons in accordance with its legal obligations. Edefy may take any action it determines is reasonably necessary to comply with applicable laws, or the order or request of a court, law enforcement or other administrative agency or governmental body, including the measures described above.

1.5.Effect of Termination. Subject to our Extenuating Circumstances Policy, if you are a Host or Teacher and terminate your Edefy Account, any confirmed Reservation(s) will be automatically cancelled any you will forfeit any unpaid Provider Charges otherwise owed to you and you may be liable to damage and obligated to refund paid Charges in accordance with the Contract terms. Subject to our Extenuating Circumstances Policy, if you terminate your Account as a Parent, any confirmed Reservation(s) will be automatically cancelled and you will forfeit any deposited amounts, paid or unpaid Charges and will be obligated to pay additional Charges except as specifically stated in the Reservation terms. When this agreement has been terminated, you are not entitled to a restoration of your Account or any of your Content. If your access to or use of the Edefy Platform has been limited, or your Account has been suspended, or this agreement has been terminated by us, you may not register a new Account or access or use the Edefy Platform through an Account of another User.

2. The Edefy Services

2.1.Services. The Edefy Services enable you and other Users to list, search, offer, find, coordinate, request, render or engage (i) Third-Party Services of Teachers, Site Hosts, and other service providers (“Third-Party Providers”); (ii) related personalized content, including features, recommendations and advertisements for products or services tailored to you, other Users or Student needs and interests; and (iii) certain supporting services, including providing you the ability to express certain preferences about other Users, Third-Party Services or Third-Party Providers, payment processing and customer support. Unless otherwise agreed by Edefy in a separate written agreement with you, these Edefy Services are made available solely for your personal, noncommercial use.

EDEFY IS NOT A SCHOOL, EDUCATION PROVIDER, TEACHER, TUTOR OR DIRECT PROVIDER OF EDUCATION OR OTHER THIRD-PARTY SERVICES. GENERALLY, EDEFY’S SERVICES ARE ONLY OPEN TO REGISTERED USERS OF THE SERVICES AND NOT TO THE GENERAL PUBLIC. YOUR ABILITY TO REQUEST, AND IF APPLICABLE, OBTAIN THIRD-PARTY SERVICES FROM THIRD-PARTY PROVIDERS IN CONNECTION WITH THE USE OF THE SERVICES DOES NOT ESTABLISH EDEFY AS A PROVIDER OF ANYTHING OTHER THAN THE SERVICES. INDEPENDENT THIRD-PARTY PROVIDERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF EDEFY IN ANY WAY. ANY EFFORT, FEATURE, PROCESS, POLICY, STANDARD OR OTHER EFFORT UNDERTAKEN BY EDEFY TO FACILITATE YOUR RECEIPT OF THIRD PARTY SERVICES OR IN THE INTEREST OF SAFETY OR SECURITY (WHETHER REQUIRED BY APPLICABLE REGULATIONS OR NOT) IS NOT AN INDICIA OF AN EMPLOYMENT, ACTUAL AGENCY, APPARENT AGENCY, OR OSTENSIBLE AGENCY RELATIONSHIP WITH A THIRD-PARTY PROVIDER.

You acknowledge that Edefy has the right, but does not have any obligation, to monitor the use of the Edefy Platform and verify information provided by our Users. For example, we may review, disable access to, remove, or edit Content to: (i) operate, secure and improve the Edefy Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure User compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address Content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and maintain and enforce any quality or eligibility criteria, including by removing Listings that don’t meet quality and eligibility criteria. Users acknowledge and agree that Edefy administers these Terms, including decisions about whether and how to apply them to a particular situation, at its sole discretion. Users agree to cooperate with and assist Edefy in good faith, and to provide Edefy with such information and take such actions as may be reasonably requested by Edefy with respect to any investigation undertaken by Edefy regarding the use or abuse of the Edefy Platform.

2.2.Third-Party Services. While some Third-Party Services are available in the Edefy App, most Education and other Third-Party Services or content are only accessible outside of the Edefy App (“Out-of-App Experiences”). Once you click on a link to access Out-of-App Experiences, you will be subject to the terms and conditions and privacy policy of that website, destination, or Out-of-App Experience provider, which are different from Edefy’s. Edefy will not warn you that you have left the Edefy Services or that you are subject to the terms and conditions (including privacy policies) of another website, destination, or Out-of-App Experience provider. You use all links in third-party websites and advertisements at your own risk as these are not part of the Edefy Services and are not controlled by Edefy. Edefy does not endorse such Out-of-App Experience providers and in no event shall Edefy be responsible or liable for any products or services of such Third-Party Providers. In the event of a conflict in the terms of any Third-Party Services and these Terms, these Terms shall control with respect to Edefy and your agreements with Edefy herein, and the limitations of liability set forth below shall also apply to the Third-Party Provider. The Arbitration Agreement provisions in the Section titled “Arbitration” below shall apply instead of the terms of any Third-Party Services.

2.3.App Stores. The availability of the Edefy Services may be dependent on the third-party from which you received the license to the Edefy App, e.g., the Apple iPhone or Android app stores (“App Store”). These Terms are between you and Edefy and not with the App Store and Edefy is responsible for the provision of Edefy Services as described in these Terms. However, if you downloaded the Edefy App from the Apple App Store, Apple and its subsidiaries are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. These Terms incorporate by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are the “end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and these Terms, these Terms will control.

2.4.Ownership; License; and Restrictions. The Edefy Services and all rights, title, and interest, including all related intellectual property rights therein are and shall remain Edefy’s property or the property of Edefy’s licensors. These Terms are not a sale and do not convey or grant to you any rights in or related to the Edefy Services, or any intellectual property rights owned by Edefy, except for the limited license granted as follows: subject to your compliance with these Terms, Edefy grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Edefy App solely in connection with your use of the Edefy Services on your personal device; and (ii) access and use any content, information and related materials that may be made available through the Edefy Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Edefy and Edefy’s licensors. You agree that you will not use Edefy’s copyrights, trademarks, service marks, or trade dress, aside from use incidental to your use of the Edefy Services, without express, written permission from Edefy. This prohibition includes use in domain names, websites, and social media accounts. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Edefy Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Edefy Services except as expressly permitted by Edefy; (iii) decompile, reverse engineer or disassemble the Edefy Services except as may be permitted by applicable law; link to, mirror or frame any portion of the Edefy Services; (v) cause or launch any programs or scripts for the purpose of, or which result in, unduly burdening or hindering the operation and/or functionality of any aspect of the Edefy Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Edefy Services or its related systems or networks.

3. Accessing the Edefy Services

3.1.User Accounts. To use most aspects of the Edefy Services, including access to the Edefy Platform, you must register for and maintain an Account. If you are a Parent, you will submit the personal and academic information of any potential Student, as well as at least one valid payment method that you are authorized to use and is supported by Edefy. If you are a Teacher, you may be required to provide your professional work history and education, including, as applicable, disciplinary or licensing records. If you are a Host, you will be required to provide site information and background information regarding the ownership of the Site or persons with access to it.Edefy may, as permitted by applicable law, but has no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents. See the Parent Terms, Teacher Terms and Host Terms below for additional information requirements.

You agree to maintain accurate, complete, and up-to-date information in your Account, including a valid phone number, address and payment or account information. You cannot register for or maintain an Account if you have previously been banned from accessing or using the Edefy Services. You may not authorize third-parties to use your Account. Unless otherwise permitted by Edefy in writing, you may only possess one Account and you may not assign or otherwise transfer your Account to any other person or entity. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account credentials at all times. For more information regarding Edefy’s use of your personal information, please see our [Privacy Notice].

3.2.Minors. Except as described below, the Edefy Services are generally not available for use by persons under the age of 18 and you must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific Edefy Service permits otherwise. You may not allow persons under the age of 18 to use the Edefy Services unless they are accompanied by you or an adult. However, we may offer Parents the ability to create Accounts for minor Students. If you are a Parent, and you allow your child to use the Edefy Services, then these Terms apply to you and you are responsible for your Student’s activity on the Edefy Services. If you are under the age to obtain an Account, you must have your Parent’s permission to use an Account and accept any additional terms required in connection with your access and use of the Edefy Services as a minor. Please have your Parent read these additional terms with you.

3.3.Network Access and Devices. You are responsible for obtaining the data network access necessary to use the Edefy Services. Your home, office or mobile network’s data and messaging rates and fees may apply if you access or use the Edefy Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Edefy Services and any updates thereto. Edefy does not guarantee that the Edefy Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Edefy Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Edefy is not responsible for any delays, delivery failures, or damage, loss or injury resulting from such problems.

3.4.Your Representations. You represent and warrant that you are not a person or entity barred from using the Edefy Platform under the laws of the United States, your place of residence, or any other applicable jurisdiction. You may not transfer your Edefy Platform to someone else. You are responsible and liable for activities conducted through your Edefy Platform and must immediately notify Edefy if you suspect that your credentials have been lost, stolen, or your Edefy Platform is otherwise compromised.

4. Parent Terms

4.1.Search. You can search for Education Listings by using criteria such as Learning Group openings, Teacher experience, curriculum, qualifications, history, price, and available site locations. You can also use filters to refine your search results. Search results are based on their relevance to your search and other criteria. Relevance considers factors like price, availability, reviews, customer service and more.

4.2.Entering into a Reservation Contract. You may, but are not required to, make a request to accept a Listing (“Education Request”) for you or a Student associated with your Account. When you make an Education Request you are agreeing to pay all charges for your booking including the Provider Charges, Fees, offline fees, taxes, and any other items included at checkout (collectively, “Total Price”). You are also agreeing that Edefy may charge the payment method used to book the Listing in order to collect any amounts connected with the Listing or any violation of the Terms. 

When a Teacher, Site Host, or other Third-Party Provider accepts your Education Request regarding a Listing, a contract (“Reservation“) is formed directly between you and each respective Teacher, Site Host, or other Third-Party Provider for the Third-Party Services set forth in the Listing by such Third-Party Provider. The terms of this contract include these Terms, all terms of the Reservation, including without limitation, the cancellation policy and any other rules, standards, policies, or requirements identified in the Listing or during checkout that apply to the Reservation. It is your responsibility to read and understand these terms of the contract including these Terms and all terms of the Listing including all rules, standards, policies, and requirements prior to making an Education Request that could result in a Reservation. Be aware that some Teachers or Site Hosts work with a co-host or as part of a team to provide their Third-Party Services.

It is your responsibility to pay the Total Price and meet all other obligations any and all Reservations. To the extent you make more than one Education Request that results in a Reservation, you will be legally obligated to comply with all terms of all Reservations (including payment of the combined Total Price of all Reservations) even if the Reservations are duplicative or mutually exclusive.

A Reservation of a Host Site is a limited license to enter, occupy, and use the Host Site. The Host retains the right to re-enter the Host Site during your stay, to the extent: (i) it is reasonably necessary, (ii) permitted by your contract with the Host, and (iii) permitted by applicable law. If you exceed the terms of this license, the Host has the right to make you leave in a manner permitted by applicable law, including by imposing reasonable penalties.

An Education or other Third-Party Services Reservation entitles you to participate in, attend, or receive certain Third-Party Services. You are responsible for confirming that you, any Student, or any other end-user of any Reservation contracted through your Account meets minimum age, proficiency, fitness, or other requirements. You are responsible for any medical or physical conditions, or other circumstances that may impact such end-user’s ability to participate, attend, or use the Third-Party Services safely or effectively.

4.3.Education Requests & Reservation Cancellations. You may cancel an Education Request for any reason at any time prior to acceptance as a Reservation.The Edefy Platform may allow certain Education Requests to be contingent on the formation of the Learning Group or other factors.You are responsible for ensuring that your Education Requests do not result in one or more Reservations with terms that conflict or that you deem undesirable.In

 general, and subject to our Extenuating Circumstances Policy[link], if you cancel a Reservation, your liability is determined by the policies that apply to that Reservation. If a Teacher or Host cancels, you may be eligible for rebooking assistance or a partial refund as determined by Edefy. You may appeal a decision by Edefy by contacting our customer service.

4.4.Reservation Modifications.You are responsible for any Reservation modifications you agree to make via the Edefy Platform or direct Edefy representatives to make on your behalf (“Reservation Modifications“) and agree to pay any additional Charges, amounts, fees, or taxes associated with any Reservation Modifications.

4.5.Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of Students or anyone whom you invite to join or provide access to any Reservation, any Host Sites, or areas and facilities where the Reservation is located or rendered (“Use Areas”). For example, this means: (i) you or your Students are responsible for leaving Host Sites (and related personal property) or Use Areas in the condition it was in when you arrived, (ii) you are responsible for paying all reasonable damage claim amounts, and (iii) you must act with integrity, treat others with respect, and comply with applicable laws at all times. If your Reservation is for the benefit of a Student who is a minor, you must be legally authorized to act on behalf of the Student and you are solely responsible for his or her conduct.

4.6.Your Assumption of Risk. You acknowledge that activities in connection with Education carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume (and assume on behalf of any Student associated with your Account) the entire risk arising out of your access to and use of the Edefy Platform and any Content, including physical attendance of any Host Site, participation in any Education, use of any other Third-Party Services, or any other interaction with any other User or Student, whether in person or online. This means it is your responsibility to investigate any Third-Party Service to determine whether it is suitable for you, any Student associated with your Account or the designated end-user. For example, Education may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks.

5. Teacher Terms

5.1.Educating on Edefy. As a Teacher, Edefy offers you the right to use the Edefy Platform in accordance with these Terms to directly provide Listings for Education to Students individually or in a Learning Group. You are in control of your curriculum, education methods, prices, schedule, availability, and additional terms or rules for each of your Listings.

5.2.Contracting for Education. When you accept an Education Request or receive a Reservation through the Edefy Platform, you are entering into a contract directly with the respective Parent or Host or other Third-Party Provider and are responsible for delivering the Education under the terms and at the price specified in your Listing. You are also agreeing to pay applicable Charges and fees (like Edefy’s Fees and applicable taxes) for each Reservation. Edefy will deduct amounts you owe from your payout unless we and you agree to a different method. You agree to choose the most effective, efficient, and safe manner to provide the Education associated with each request you accept. You agree to complete the Education on the terms of your Listing and for the entirety of the Education Period.

5.3.Independence of Teachers; Contracting Parties. The relationship between you and Edefy is solely as independent business enterprises, each of whom operates a separate and distinct business enterprise that provides a service outside the usual course of business of the other. This is not an employment agreement and you are not an employee. You confirm the existence and nature of that contractual relationship each time you access the Edefy Platform. We are not hiring or engaging you to provide any service to us; you are engaging us to provide you access to our Edefy Platform. Nothing in this Agreement creates, will create, or is intended to create, any employment, partnership, joint venture, franchise or sales representative relationship between you and us; except that Edefy may act as a payment collection agent as described in the Section titled “Payments” below.[16] The parties do not share in any profits or losses.[17] You have no authority to make or accept any offers or representations on our behalf. You are not our agent and you have no authority to act on behalf of Edefy.

5.4.Your Choice to Provide Education to Students. We do not, and have no right to, direct or control you. Subject to Edefy Platform availability, you decide when, where and whether (a) you want to offer Education Listings facilitated by our Edefy Services and (b) you want to accept, negotiate, decline, ignore or cancel any Education Request you receive in connection with the Edefy Platform; provided, in each case, that you agree not to breach any agreement with any Parent or other counterparty in violation of these Terms. Subject to your compliance with this Agreement, you are not required to provide any Education in order to access the Edefy Platform and it is entirely your choice whether to provide Education to Students directly, using the Edefy Platform, or using any other method to connect with Students, including, but not limited to other platforms and applications in addition to, or instead of, ours. You understand, however, that your experience, Students’ experiences with your Education, and Host’s experience with Host Sites as determined by Student, Parents, or Hosts, may affect your ability to access Edefy Platform or provide Education.

5.5.Background Checks and Licensing, Standards.During your Account creation and registration and until it is terminated in accordance with these Terms, we will collect, and may verify, certain information about you and the curriculum, methods, and tools you use to provide Education (“Educational Means”).You will also be required to pass various background and other checks both prior to the first time you access the Edefy Platform and from time to time thereafter during the term of this Agreement; these checks may be facilitated by third parties. You hereby authorize and instruct us to provide copies of such checks to insurance companies, investigators, relevant regulators and/or other governmental authorities as needed for safety or other reasons, described in our Privacy Policy as it may be amended from time to time. You agree that your Educational Means will be appropriate and suitable to provide Education in your Region and to the specific attributes of the Students receiving such Education from you.

5.6.Use of Edefy Branded Materials. Except to the extent necessary to comply with applicable law, you are not required to use, wear or display Edefy’s name or logo on your Educational Means or clothing, or to use other such materials displaying Edefy’s name or logo (collectively “Edefy Branded Materials”). Edefy grants you a limited license to use, wear, or display Edefy Branded Materials provided directly to you by Edefy (“Authorized Edefy Branded Materials”) when providing Education solely for the purpose of identifying yourself and your Educational Means to Students as someone selling Education facilitated by the Edefy Platform. You agree not to (i) use, wear, or display Edefy-Branded Materials that are not Authorized Edefy Branded Materials (ii) purchase, accept, offer to sell, sell or otherwise transfer Edefy Branded Materials that are not Authorized Edefy Branded Materials or (iii) offer to sell or sell, or otherwise transfer Authorized Edefy Branded Materials, without Edefy’s prior written permission. The parties expressly agree that your access to, or use of, Edefy Branded Materials, whether or not authorized, does not indicate an employment or other similar relationship between you and us. You further agree not to represent yourself as our employee, representative or agent for any purpose or otherwise misrepresent your relationship with us. You agree to destroy and discard any Edefy Branded Materials if your Edefy Platform is deactivated and/or if you lose access to the Edefy Platform.

5.7.Managing Your Education Listing. Your Listing must include complete and accurate information about your experience, qualification, hours, Education Period, price, other charges, and any rules or requirements that apply to your Listing. You are responsible for your acts or omissions as well as keeping your Listing information (including licensing information) and content (like resume, examples of content) up-to-date and accurate at all times. You may have multiple Listings for a single property provided that you are responsible for avoiding any conflicts among your Reservations in connection with any Listings.

5.8.Knowing Your Legal Obligations. You are responsible for understanding and complying with any laws, rules, regulations, and contracts that apply to your Listing or Education. For example: Some jurisdictions have mandatory reporting requirements depending on the type of Education provided. Some cities have zoning or other laws that restrict the properties or Host Sites where you are providing Education to Students. Some jurisdictions may require Teachers to register, get a permit, or obtain a license before providing certain Education services. In some places, the Education you want to offer may be prohibited altogether. Some Teachers may become mandatory reporter of certain types of potential abuse of minors. Check your local rules to learn what rules apply to the Education you plan to offer. Information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations. You are responsible for handling and using personal data of Parents, Students and others in compliance with applicable privacy laws and these Terms. If you have questions about how local laws apply you should always seek legal advice. 

5.9.Search Results. The ranking of Listings in search results on the Edefy Platform depends on a variety of factors, including experience, price, reputation, location, Learning Group seats, availability, price, review quantity and quality, terms of service and other factors. Search results may be different on our mobile application than on our website, and may also differ in the map view. Edefy may allow Teachers to promote their Listings in search or elsewhere on the Edefy Platform by paying an additional fee.

5.10.       

Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing the Education. You are responsible for setting your price and establishing rules and requirements for your Listing. You must describe any and all fees and charges in your Listing description and may not collect any additional fees or charges outside the Edefy Platform except those expressly authorized by Edefy.

5.11.Education Provided by a Team or Organization. If you work with a co-Teacher or Educate as part of a team, business, or other organization, you are responsible and liable as a Teacher under these Terms for the acts and omissions of each entity and individual who participates in providing Education and you are responsible for informing personnel engaged by you to deliver any Education of your obligations under these Terms. If you accept terms or enter into contracts with third parties, you represent and warrant that you are authorized to enter into contracts for and bind your team, business or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions. If you instruct Edefy to transfer a portion of your payout to a co-host or other Teachers, Hosts, or send payments to someone else, you must be authorized to do so, and are responsible and liable for the payment amounts and accuracy of any payout information you provide.

5.12.Teacher Assumption of Risk. You acknowledge that Education carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Edefy Platform, offering Listings or Education or any interaction you have with other Users whether in person or online. You agree that you have had the opportunity to investigate the Edefy Platform and any laws, rules, regulations, or obligations that may be applicable to your Listings or Education and that you are not relying upon any statement of law made by Edefy.

5.13.Teacher Representations and Warranties. You represent, warrant and covenant that (a) you have all the necessary expertise and experience to provide Education in compliance with the Terms and standards applicable to the Education, (b) your access and use of the Edefy Platform, and provision of Education, in your Region is permitted by the Terms (including any educational, experience, registration or licensing requirements), and (c) all such access and use of Edefy Platform will be in compliance with the Terms. You are responsible for, and bear all costs of, providing all equipment, tools and other materials that you deem necessary or advisable and are solely responsible for any obligations or liabilities arising from the Education you provide.

5.14.       

Cancellations. In general, if a counterparty cancels a Reservation, the amount paid to you is determined by the cancellation policy that applies to that Reservation. As a Teacher, subject to our Extenuating Circumstances Policy, you cannot cancel a Reservation without a valid reason under applicable law. If you cancel a Reservation we may impose a cancellation fee and other consequences including the cost associated with an alternative space which is likely to be more expensive. In the event that a Parent or other counterparty cancels a Reservation, the amount you are paid may be reduced by the amount the counterparty fails to pay and by any other reasonable costs we incur as a result of the cancellation. If a counterparty receives a refund after you have already been paid, or the amount of the refund and other costs incurred by Edefy exceeds your payout, Edefy (via Edefy Payments) may recover that amount from you, including by deducting the refund against your future payouts. You agree that these Terms (including Extenuating Circumstances Policy) preempt the cancellation policy you set in situations where they allow for the cancellation of a Reservation and/or the issuance of refunds to counterparties. 

5.15.Modifications. Teachers on one hand and Parents or other counterparties on the other, are responsible for any Modifications agreed upon via the Edefy Platform or by directing Edefy customer service on their behalf.You agree to pay or, if applicable, refund any change in amounts, fees or taxes associated with a Modification.

5.16.Other Compliance Obligations. For the purpose of assisting us with our compliance and insurance obligations, you agree to notify us within 24 hours and provide us with all reasonable information relating to any incident relating to any alleged failure to provide the Education in compliance with the Requirements or resulting in the physical or emotional harm of any Student that occurs during your provision of any Education and you agree to cooperate with any investigation and attempted resolution of such incident. Additionally, you agree to notify us within 24 hours if you are arrested for, charged with, or convicted of a criminal offense, for Platform eligibility consideration.

5.17.Assessment Data. Users and Students may be asked to assess, evaluate and comment on your Education, and you may be asked to assess, evaluate or otherwise comment on Users and Students. This includes surveys, third-party tests, subjective tests, or other Assessment Data and other feedback (collectively, “Assessment Data”), which we ask all parties to provide in good faith. Assessment Data are not confidential and you hereby authorize our use, distribution and display of your Assessment Data (and Assessment Data about you) as provided in our [Privacy Notice], without or without attribution and without further approval. We have no obligation to verify Assessment Data or their accuracy, and may remove them from Edefy Platform in accordance with the standards in our [Community Guidelines]. You can find out more about Assessment Data and how they may affect your ability to access Edefy Platform by visiting our [website].

5.18.Location Based Technology Services; Communication Consents.Your device geo-location information may be required to support the Platform, and you agree to not take any action to manipulate or falsify your device geo-location. You grant us the irrevocable right to obtain your geo-location information and to share your location with third parties, including your Parents and Students, who may see your approximate location during the course of your Education. We will not use this information to attempt to supervise, direct, or control you or your provision of Education but may provide it as Assessment Data.

You agree that we, Parents, and Students may contact you by email, telephone or text message (including by an automatic telephone dialing system) at any of the phone numbers provided by you, or on your behalf, in connection with your Edefy Platform. Notwithstanding the foregoing, we may also contact you by any of the above means, including by SMS, in case of suspected fraud or unlawful activity by your or on your Edefy Platform.

5.19.Insurance. You will maintain workers’ compensation insurance if it is required by applicable law. If allowed by applicable law, you can insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance (and it is at your own risk if you decide not to). To the extent you use any vehicle in the course of Education you will maintain automobile liability insurance on covering any vehicle used as Educational Means.Such insurance must provide protection against bodily injury and property damage to third parties at coverage levels that satisfy the minimum requirements to operate a vehicle on public roads wherever you use such Educational Means. You must be listed as an insured or a driver on your automobile liability insurance. You will provide us with a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for your policy, as well as copies of the same upon renewal. You will notify us in writing immediately if the policy you have is canceled. You understand that while you are providing Education your personal automobile insurance policy may not afford liability, comprehensive, collision, medical payments, personal injury protection, uninsured motorist, underinsured motorist, or other coverage for you. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility to resolve them with your insurer.

We may, in our sole discretion, choose to maintain insurance related to your Education, but we are not required to provide you with any specific coverage for loss to you or your Educational Means. We can change, reduce or cancel insurance that is maintained by us, if any, at any time without notice to you or authorization from you.We may, in our sole discretion, demand proof of insurance reasonably connected to your provision of Education as a condition of accessing or continuing to access the Edefy Platform.

6. Host Terms

6.1.Hosting on Edefy. As a Host, Edefy offers you the right to use the Edefy Platform in accordance with these Terms to share your Host Site. You are in control of how you host, set your price, availability, and additional terms or rules for each of your Listings.

6.2.Contracting for Sites. When you accept an Education Request or receive a Reservation through the Edefy Platform, you are entering into a contract directly with the Parent or Teacher and are responsible for delivering the Host Site under the terms and at the price specified in your Listing. You are also agreeing to pay applicable Charges and fees (like Edefy’s Fees and applicable taxes) for each Reservation. Edefy will deduct amounts you owe from your payout unless we and you agree to a different method. Any terms or conditions that you include in any supplemental contract must: (i) be consistent with these Terms and the information provided in your Listing,[26] and (ii) be prominently disclosed in your Listing description.

6.3.Independence of Hosts; Contracting Parties. The relationship between you and Edefy is solely as independent business enterprises, each of whom operates a separate and distinct business enterprise that provides a services and products outside the usual course of business of the other. You confirm the existence and nature of that contractual relationship each time you access Edefy Platform. We are not hiring or engaging you to provide any service to us; you are engaging us to provide you access to our Edefy Platform. Nothing in this Agreement creates, will create, or is intended to create, any employment, partnership, joint venture, franchise or sales representative relationship between you and us, except that Edefy may act as a payment collection agent as described in the Section titled “Payments”. The parties do not share in any profits or losses. You have no authority to make or accept any offers or representations on our behalf. You are not our agent and you have no authority to act on behalf of Edefy.

6.4.Your Choice to Provide Host Sites. We do not, and have no right to, direct or control you. Subject to Edefy Platform availability, you decide when, where and whether (a) you want to offer Host Site Listings facilitated by our Edefy Services and (b) you want to accept, negotiate, decline, ignore or cancel any Education Request you receive in connection with the Edefy Platform; provided, in each case, that you agree not to breach any agreement with any Parent, Teacher or other counterparty in violation of these Terms. Subject to your compliance with this Agreement, you are not required to provide any Education in order to access the Edefy Platform and it is entirely your choice whether to provide Education to Students directly, using the Edefy Platform, or using any other method to connect with Students, including, but not limited to other platforms and applications in addition to, or instead of, ours. You understand, however, that your experience, Students’ experiences with your Host Site, and Teachers experience with your Host Site as determined by Student, Parents, or Teachers, may affect your ability to access Edefy Platform or provide Host Sites.

6.5.Managing Your Site Listing.Your Listing must include complete and accurate information about your Host Site, your price, other charges like cleaning fees and any rules or requirements that apply to your Listing. You are responsible for your acts or omissions as well as keeping your Listing information (including time or calendar availability) and content (like photos) up-to-date and accurate at all times. You may have multiple Listings for a single property provided that you are responsible for avoiding any conflicts among your Reservations in connection with any Listings.

6.6.Know Your Legal Obligations. You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Listing or Host Sites. For example: Some landlords and leases, or commercial and condominium association rules, restrict or prohibit subletting, short-term rentals and/or licensing necessary for certain Reservations. Some cities have zoning or other laws that restrict the short-term rental or use of properties. Some jurisdictions may require Site Hosts to register, get a permit, or obtain a license before providing certain Host Sites services (such as short-term rentals, preparing food or operating a vehicle). In some places, the Host Sites you want to offer may be prohibited altogether. Some jurisdictions may have laws that create tenancy rights for Parents or Students and additional obligations for Hosts. Check your local rules to learn what rules apply to the Host Sites you plan to offer. Information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations. You are responsible for handling and using personal data of Teachers, Parents, Students and others in compliance with applicable privacy laws and these Terms. If you have questions about how local laws apply you should always seek legal advice.

6.7.Search Results. The ranking of Listings in search results on the Edefy Platform depends on a variety of factors, including location, Learning Group seats, availability, price, review quantity and quality, terms and other factors. Search results may be different on our mobile application than on our website, and may also differ in the map view. Edefy may allow Hosts to promote their Listings in search or elsewhere on the Edefy Platform by paying an additional fee.

6.8.           

Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Host Sites. You are responsible for setting your price and establishing rules and requirements for your Listing. You must describe any and all fees and charges in your Listing description and may not collect any additional fees or charges outside the Edefy Platform except those expressly authorized by Edefy.

6.9.Hosting as a Team or Organization. If you work with a co-host or host as part of a team, business, or other organization, you are responsible and liable as a Host under these Terms for the acts and omissions of each entity and individual who participates in providing your Host Sites and you are responsible for informing personnel engaged by you to deliver any Host Sites of your obligations under these Terms. If you accept terms or enter into contracts with third parties, you represent and warrant that you are authorized to enter into contracts for and bind your team, business or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions. If you instruct Edefy to transfer a portion of your payout to a co-host or other Hosts, Teachers or send payments to someone else, you must be authorized to do so, and are responsible and liable for the payment amounts and accuracy of any payout information you provide.

6.10.Your Assumption of Risk. You acknowledge that hosting carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Edefy Platform, offering Listings or Host Sites or any interaction you have with other Users whether in person or online. You agree that you have had the opportunity to investigate the Edefy Platform and any laws, rules, regulations, or obligations that may be applicable to your Listings or Host Sites and that you are not relying upon any statement of law made by Edefy.

6.11.       

Cancellations. In general, if a counterparty cancels a Reservation, the amount paid to you is determined by the cancellation policy that applies to that Reservation. As a Host, subject to our Extenuating Circumstances Policy,you cannot cancel a Reservation without a valid reason under applicable law. If you cancel a Reservation we may impose a cancellation fee and other consequences including the cost associated with an alternative space which is likely to be more expensive. In the event that a Parent or other counterparty cancels a Reservation amount you are paid may reduced by the amount, by the amount the counterparty fails to pay, we refunded to the counterparty and by any other reasonable costs we incur as a result of the cancellation. If a counterparty receives a refund after you have already been paid, or the amount of the refund and other costs incurred by Edefy exceeds your payout, Edefy (via Edefy Payments) may recover that amount from you, including by deducting the refund against your future payouts. You agree that these Terms (including Extenuating Circumstances Policy)preempt the cancellation policy you set in situations where they allow for the cancellation of a Reservation and/or the issuance of refunds to counterparties. 

6.12.Modifications. Hosts on one hand and Parents or other counterparties on the other, are responsible for any Modifications agreed upon via the Edefy Platform or by directing Edefy customer service on their behalf.You agree to pay or, if applicable, refund any change in Charge amounts, fees or taxes associated with a Modification.

Insurance.You are responsible for providing insurance sufficient for your Host Site. We may, in our sole discretion, choose to maintain insurance related to your Host Site, but we are not required to provide you with any specific coverage for loss to you or your Host Site.We can change, reduce or cancel insurance that is maintained by us, if any, at any time without notice to you or authorization from you.We may, in our sole discretion, demand proof of insurance reasonably connected to your Host Site as a condition of accessing or continuing to access the Edefy Platform.

7. Content

7.1.           

Parts of the Edefy Platform enable you to provide feedback, text, photos, audio, video, information, and other content (“Content”). By providing Content, in whatever form and through whatever means, you grant Edefy a non-exclusive, worldwide, royalty-free, perpetual, sub-licensable and transferable license to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit, in any manner such that Content to provide and/or promote the Edefy Platform, in any media or platform, known or unknown to date and in particular on Internet and social networks. If Content includes personal information, such Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Where Edefy pays for the creation of Content or facilitates its creation, Edefy may own that Content, in which case supplemental terms or disclosures will say that. You are solely responsible for all Content that you provide and warrant that you either own it or are authorized to grant Edefy the rights described in these

 Terms. You are responsible and liable if any of your Content violates or infringes the intellectual property or privacy rights of any third party. Content that is discriminatory, obscene, harassing, deceptive, violent, and illegal is prohibited. You agree that Edefy may make available services or automated tools to translate Content and that your Content may be translated using such services or tools. Edefy does not guarantee the accuracy or quality of translations and Members are responsible for confirming the accuracy of such translations.

8. User Conduct and Requirements; Communication

8.1.User Conduct and Requirements. In addition to complying with these Terms, you agree to comply with all applicable laws when accessing or using the Edefy Services, and you may only access or use the Edefy Services for lawful purposes. You may not access or use the Edefy Services to cause nuisance, annoyance, inconvenience, damage, or loss to Edefy, any Third-Party Provider, or any other party.

You are responsible your conduct and, in the case of a Parent, the conduct of any Student who receives Education or other Third-Party Services in connection with your Account. Edefy is not responsible for the conduct of any Student, Instructor, Parent or for achieving any specific learning outcome. [Consider inserting descriptions of releases for Students regarding Third-Party Services and Education: no outcomes, no responsibility for Third-Party Provider actions, no responsibility for other Students, no responsibility for other Parents].

For the purpose of assisting us with our compliance and insurance obligations or to maintain the quality of the Edefy Services, you agree to notify us within 24 hours and provide us with all reasonable information relating to any incident or accident that occurs during your use of the Edefy Services or in the course of receiving Education during any Education Period and you agree to cooperate with any investigation and attempted resolution of such incident.

8.2.Communications with Edefy. By creating an Account, you electronically agree to accept and receive communications from Edefy, Third-Party Providers or third parties providing services to Edefy including via email, text message, WhatsApp, calls, in-app communications, and push notifications to the telephone number(s) or email addresses you provided to Edefy. You may also receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Edefy, and/or Third-Party Providers, including but not limited to communications concerning requests placed through your Account on the Edefy Services. Message and data rates may apply. You can learn more about how Edefy may contact you by reading our Privacy Notice.

For purposes of clarity, text messages between you and Third-Party Providers are transactional text messages, not promotional text messages. You acknowledge that opting out of receiving all communications may impact your use of the Edefy Services. Notwithstanding the foregoing, if we suspect fraud or unlawful activity on your Account, Edefy may contact you using any of the contact information you provided in connection with your Account (including via text or voice-recorded message).

8.3.Other Compliance Obligations. For the purpose of assisting us with our compliance and insurance obligations, you agree to notify us within 24 hours and provide us with all reasonable information relating to any incident relating to any alleged failure to provide Education or Host Sites, in compliance with the Terms or resulting in the physical or emotional harm of any Student that occurs during your provision of any Education and you agree to cooperate with any investigation and attempted resolution of such incident. Additionally, if you are a Teacher or Host you agree to notify us within 24 hours if you are arrested for, charged with, or are convicted of a criminal offense.

8.4.Use of Accounts Owned by Others. In the event you use an Edefy product or service that enables use of or billing to another person or business, certain information will be shared with that party. This may include information regarding the time and date of Edefy Services you access or Third-Party Services you request and the associated data or charges related to such services. You acknowledge that such data sharing is a condition of use of any such Edefy product or service.

9. Payments

9.1.Prices & Charges. Your use of the Edefy Services may result in Charges to you for the services or goods you receive from Edefy and/or from Third-Party Providers. Prices displayed to you when purchasing goods through the Edefy Services may be inclusive of retail Tuition charged by the Third-Party Provider and fees paid to Edefy Fees. Edefy will enable your payment of the applicable Charges for services or goods obtained through your use of the Edefy Services. Charges will include applicable taxes where required by law. Charges may include other applicable fees such as service fees, return fees, cancellation fees, government- mandated fees, insurance fees, and/or surcharges. Further, Charges applicable in certain geographical areas, relating to certain Teachers or Sites may increase substantially due to high demand or due to other marketplace factors.

With respect to Third-Party Providers, Charges you incur will be owed directly to Third-Party Providers, and Edefy will collect payment of those charges from you, on the Third-Party Provider’s behalf as their limited payment collection agent, and payment of the Charges shall be considered the same as payment made directly by you to the Third-Party Provider. Payment to a Third-Party Provider of goods or services shall be considered to occur at the moment you submit payment through Edefy. You retain the right to request lower Charges from a Third-Party Provider for services or goods received by you from such Third-Party Provider at the time you receive such services or goods. A Third-Party Provider also retains the right to request higher Charges from you for services or goods provided. For example, a Third-Party Provider may collect lower or higher charges where the actual goods services provided differ from the products originally requested, including in connection with differences in quality, duration, or item type. Subject to requests from you to lower such Charges from a Third-Party Provider, you agree to pay such higher or lower Charges associated with such product differences. Edefy will consider in good faith any request from a Third-Party Provider to modify the Charges for a particular service or good. This payment structure is intended to fully compensate a Third-Party Provider, if applicable, for the services or goods obtained in connection with your use of the Edefy Services.

There also may be certain Charges you incur that will be owed and paid directly to Edefy or its affiliates. For the avoidance of doubt, Edefy does not charge a fee for you to access the Edefy App, but may charge you a fee or any other Charge for accessing Third-Party Services. Even if not indicated in the Edefy App, the prices for product or menu items displayed through the Edefy Services may differ from the prices offered or published by Third-Party Providers for the same product or services, including as may be offered or published at a physical location operated by a Third-Party Provider, and/or from prices available at other third-party websites/mobile applications. Prices for products or services displayed through the Edefy Services may not be the lowest prices at which the products or services are sold.

All Charges and payments will be enabled by Edefy using the preferred payment method designated in your Account, after which you will receive a receipt. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Edefy may use another available payment method in your Account.

As between you and Edefy, Edefy reserves the right to establish or adjust Charges for any or all services or goods obtained through the use of the Edefy Services at any time. Edefy will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof.

9.2.Form of Payment Requirements. Edefy reserves the right to terminate Account Access restrict or suspend Edefy Services pending acceptable forms of payment and credit underwriting as determined by Edefy in its sole discretion. Edefy may request as a condition of receiving Edefy Services current form of payment information, account balances, credit scores, and other credit underwriting or know-your-client information (“Credit Data”). You hereby give Edefy the explicit unlimited right to use and retain the Credit Data for its own use and provide Credit Data to Third-Party Providers for the purpose determining whether such Third-Party Service provides will accept your request for Third-Party Services.

9.3.Refunds. Charges paid by you are final and non-refundable, unless otherwise determined by Edefy and the Third-Party Provider assessing the Charge. If you have any requests for cancellations, refunds, or returns, or if you think a correction should be made to any Charge you incurred, please contact support.edefy.us to initiate such requests within 30 days after the Charge took place or Edefy will have no further responsibility and you waive your right to later dispute the amounts charged.

9.4.Promotional Offers. Certain users may, from time to time, receive promotional offers and discounts that result in different amounts charged for the same or similar services or goods obtained through the use of the Edefy Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Edefy Services or the Charges applied to you. Promotional offers and discounts are subject to change or withdrawal at any time and without notice.

9.5.Gratuity. Edefy does not designate any portion of your payment as a tip or gratuity to a Third-Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third-Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so.

9.6.Damage, Cleaning, Lost and Found, and Charges for Violation of Terms. Edefy may charge you a fee on behalf of Third-Party Providers if, during your use of the Edefy Services, if you or any Student accessing Third-Party Services in connection with your Edefy Platform have caused damage to any Site, person, vehicle or property that requires compensation in the form of repair or cleaning (“Repair” or “Cleaning”). The amount of such fee shall be determined, in Edefy’s sole discretion, based on the type of damage and the severity. Edefy reserves the right to verify or otherwise require documentation of damages prior to processing a fee. In the event that a Repair or Cleaning request is verified by Edefy in Edefy’s reasonable discretion, Edefy reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning using your payment method designated in your Account. Such amounts, as well as those pertaining to lost and found goods, will be transferred by Edefy to a Third-Party Provider, if applicable, and are non-refundable. Additionally, if you fail to comply with these Terms, you may be responsible for Charges, including without limitation, for transactions that could not be completed properly, arising out of or in connection with your failure to comply with these Terms.

9.7.Tuition. Edefy enables you, through the Edefy Platform, to charge to Parents and other Patrons Tuition purchasing Third-Party Services for Education, Host Sites or other Third-Party Services. The Tuition may be calculated using a base amount and amounts that are based on a variety of factors.For Teachers, factors may include the hours of schedule of Education, Teacher experience, demand and Content related to prior Education experiences. For Host Sites, factors may include location, demand, facilities and availability.The Tuition does not include the Fees payable directly to Edefy by other Users (“Direct Fees”)_(as applicable) and does not include certain taxes and fees payable to a governmental entity.The Tuition is a recommended amount. You shall always have the right to: (i) charge a Tuition that is less than Tuition suggested in your Account; or (ii) negotiate, at your request, a Tuition that is lower than Tuition suggested in your Account (each of (i) and (ii) herein, a “Negotiated Tuition”). Absent a request for a Negotiated Tuition, the Tuition suggested by Edefy shall be the amount used in the transaction. We will consider all such Negotiated Tuition requests from you in good faith. Tuition do not include gratuity, and receiving a gratuity is not guaranteed. Rather, Patrons may, in their sole discretion, decide to pay you a gratuity. Edefy will not take any portion of your gratuity except as described below. If any gratuity is remitted using our application, it shall be included with other monies you may be entitled to receive.  Any gratuity paid to you by a Patron is your property and, if remitted using our application, shall be remitted to you along with Tuition and any taxes or other fees or surcharges that you may be entitled to receive for your Third-Party Services (collectively, “Tuition Payment”).

9.8.Edefy Fees. In consideration for the Edefy Services, you will pay us (and/or permit us to collect from the Patron a certain Fees. For the avoidance of doubt, you will not be charged a fee to access our Platform. Unless we indicate to you otherwise, the Fee that will be charged to you shall equal the Charge less: (a) the Tuition, (b) any gratuity, and (c) other items such as , (i) Direct Fees, (ii) applicable estimated taxes, tolls, and surcharges, (iii) fees retained by us, and (iv) any other payments to you included on the receipt, which may include certain promotions ((a)-(c), collectively, “Service Fee Offsets”). In consideration for facilitation of Learning Groups, you agree to pay us a Service Fee on each Student’s Tuition.

9.9.Patron Payment. Unless we indicate to you otherwise, for each Reservation, the Patron will pay an amount that includes the Tuition, applicable estimated taxes, surcharges, Direct Fees, and other amounts retained by us, as well as an amount that corresponds to the Fees, and if they choose, any gratuity (collectively, the “Patron Payment”). The Tuition does not include the amount that corresponds to the Fees.

9.10.Limited Agency. In order to facilitate the transactions described in these Terms, you hereby appoint us as your limited agent for payment collection for your Tuition and we hereby accept such appointment. We will process the Patron Payment on your behalf through our Platform’s payment processing functionality. We will use commercially reasonable efforts to remit amounts owed to you at least once a month. The Patron Payment will be treated as if paid to you directly by a Patron, with the exception of Direct Fees. Further, by accepting an Education Request, you agree to charge the Patron Payment to the Patron at the amount recommended by us as your limited pricing agent or to charge the Negotiated Tuition. Either party may revoke this appointment by terminating this Agreement; such revocation will be effective after final settlement of all outstanding liabilities under this Agreement.

9.11.Deductions; Set-off. You also agree that the Patron Payment and incentives may be used to satisfy a court order of garnishment against you; to reimburse us for penalties or fines assessed by governmental entities arising from your conduct; to reimburse us for any erroneous overpayment to you; or to pay amounts related to shipping fees, and other product fees. We may separately advertise and market the Edefy Platform and other products and services generally (including discounts or promotions) to Patrons that reduce the Charges applied to them. Our advertising and marketing does not impact your Tuition, nor entitle you to any additional payment.

9.12.Adjustments; Disputes.In our good faith discretion, we may adjust or, in more serious situations, cancel or refund in its entirety, any component of a Patron Payment for reasons such as fraud, a failure to properly complete or perform a Reservation, or your violation of these Terms.If you believe in good faith that there was an error that requires an adjustment to the Patron Payment, you can report that error by contacting us including by email or phone. You must report errors promptly or you will waive your right to dispute such Patron Payment. Disputed amounts will be paid promptly upon resolution. Amounts owed to you will not include interest and, if permitted by applicable law, will be net of any amounts you owe us.

9.13.Receipts. We provide you with a system for delivering receipts to Patrons. After completing a Charge, the receipt will be electronically delivered to the Patron on your behalf. It includes certain information about you and the Tuition.

9.14.Taxes. Your Role in Tax Compliance. You are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable VAT or other indirect taxes, occupancy taxes, tourist, income, or other taxes (“Taxes“).In jurisdictions where Edefy facilitates the collection and/or remittance of Taxes on behalf of Users, you instruct and authorize Edefy to collect Taxes on your behalf, and/or to remit such Taxes to the relevant Tax authority. Any Taxes that are collected and/or remitted by Edefy are identified to Users on their transaction records, as applicable. Edefy may seek additional amounts from Users (including by deducting such amounts from future payouts) when the Taxes collected and/or remitted are insufficient to fully discharge that Users’ tax obligations, and you agree that your sole remedy for Taxes collected by Edefy is a refund from the applicable Tax authority. You acknowledge and agree that we retain the right, with prior notice to affected Users, to cease the collection and remittance of Taxes in any jurisdiction for any reason. In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Edefy may issue on your behalf invoices or similar documentation for VAT, GST, consumption or other Taxes for your Host Sites to facilitate accurate tax reporting.

10. Edefy Rewards

10.1.Edefy Rewards will be a point-based rewards program for eligible Users intended to promote a thriving Edefy Marketplace.Edefy rewards will be available only to Users with a valid Account, subject to these Terms and the Edefy Rewards Terms Conditions.

11. Disclaimers and Limitation of Liability.

11.1.Disclaimers.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EDEFY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, EDEFY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

EDEFY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED OR OBTAINED FROM THIRD-PARTY PROVIDERS IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

EDEFY DOES NOT CONTROL, MANAGE OR DIRECT ANY THIRD-PARTY PROVIDERS. THIRD-PARTY PROVIDERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF EDEFY. IF A DISPUTE ARISES BETWEEN YOU AND OR ANY OTHER THIRD PARTY, YOU RELEASE EDEFY FROM LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

EDEFY DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE SERVICES. EDEFY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

EDEFY’S USE OF ALGORITHMS IN AN ATTEMPT TO PROVIDE SERVICES OR IMPROVE THE EXPERIENCE OF USERS AND THE SECURITY AND SAFETY OF THE SERVICES DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.

11.2.Limitation of Liability.

EDEFY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF EDEFY, EVEN IF EDEFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EDEFY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER, EVEN IF EDEFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EDEFY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND EDEFY’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD-PARTY PROVIDERS PROVIDING SERVICES REQUESTED THROUGH SOME EDEFY SERVICES MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. YOU ACKNOWLEDGE THAT THIRD-PARTY PROVIDERS ARE NOT OSTENSIBLE AGENTS, APPARENT AGENTS, ACTUAL AGENTS, OR EMPLOYEES OF EDEFY.

THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE EDUCATION, GOODS, OR SERVICES WITH THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT EDEFY HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES OR GOODS PROVIDED TO OR NOT PROVIDED TO YOU BY THIRD-PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, EDEFY’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON EDEFY’S CHOICE OF LAW PROVISION SET FORTH BELOW.

12. Indemnity.

12.1.You agree to indemnify and hold Edefy and its affiliates and their officers, directors, employees, and agents harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Edefy Services or services or goods obtained through your use of the Edefy Services; (ii) your breach or violation of any of these Terms; (iii) Edefy’s use of your User Content; or (iv) your violation of the rights of any third party, including Third-Party Providers.

13. Arbitration

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY PROVIDE THAT YOU AND EDEFY AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND INCLUDE A CLASS ACTION WAIVER AND JURY TRIAL WAIVER.

13.1.Application. The arbitration agreement set forth below in this Section titled “Arbitration” supersedes all prior versions.This Arbitration Agreement only applies to you if your country of residence or establishment is the United States. If your country of residence or establishment is not the United States, and you nevertheless attempt to bring any legal claim against Edefy in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 22 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.

13.2.Overview of Dispute Resolution Process. Edefy is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this Section titled “Arbitration” applies: (1) an informal negotiation directly with Edefy’s customer service team (described in below), and if necessary (2) a binding arbitration in accordance with the terms of this Arbitration Agreement. You and Edefy each retain the right to seek resolution of the dispute in small claims court as an alternative to arbitration.

13.3.Mandatory Pre-Arbitration Dispute Resolution and Notification. At least 30 days prior to initiating an arbitration, you and Edefy each agree to send the other party an individualized notice of the dispute in writing (“Pre- Dispute Notice“) and attempt in good faith to negotiate an informal resolution of the individual claim. You must send your Pre-Dispute Notice to Edefy by mailing it to Edefy’s agent for service: 3 Centerpointe Drive, Suite 160, Lake Oswego, OR 97035.Edefy will send its Pre-Dispute Notice to the email address associated with your Edefy account. A Pre-Dispute Notice must include: the date, your name, mailing address, your Edefy username, the email address you used to set up your Edefy account, your signature, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written demand for arbitration with the arbitration provider designated below. A claimant’s Pre-Dispute Notice requirement is a prerequisite to any arbitration, and a copy of the Pre-Dispute Notice and evidence that it was sent as required by this Section must be attached to any arbitration demand.

13.4.Agreement to Arbitrate. You and Edefy mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Edefy Platform, Host Services, or any Content (collectively, “Disputes”) will be settled by binding arbitration on an individual basis (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to a Dispute, you and Edefy agree that an arbitrator will decide that issue. For the avoidance of doubt, you and Edefy agree that any question regarding arbitrability and the formation, enforceability, validity, scope, or interpretation of all or part of this Section, including any dispute over compliance with the Pre- Dispute Notice requirement and a party’s responsibility to pay arbitration fees, shall be resolved exclusively by an arbitrator.

13.5.Exceptions to Arbitration Agreement. You and Edefy each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by this Section): (i) any claim or cause of action alleging actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (iii) a request for the remedy of public injunctive relief; (iv) any claim or cause of action for vexatious litigation; or (v) any individual claim of sexual assault or sexual harassment arising from your use of the Edefy Platform or Host Services. You and Edefy agree that any request for the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.

13.6.Arbitration Forum Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement (www.adrservices.com) in accordance with Rules 1, 6–7, 8–9, and 11–12, 45, 54, and 56 of the Federal Rules of Civil Procedure (“Selected Federal Rules“) (https://www.uscourts.gov/rules-policies/current-rules- practice-procedure/federal-rules-civil-procedure) and ADR’s Arbitration Rules then in effect (the “ADR Rules”), except as the Selected Federal Rules or ADR Rules are modified by or conflict with this Arbitration Agreement. The ADR Rules are available at www.adrservices.com. If an arbitration demand is submitted to ADR Services in accordance with this agreement and the ADR Rules, and ADR Services cannot or will not administer the arbitration, the arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Selected Federal Rules and the AAA’s Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules”) then in effect, except as modified here. The AAA Rules are available at www.adr.org. If the AAA cannot and will not administer the arbitration, you and Edefy shall confer and select an alternative arbitral forum, and if we are unable to agree, either you or Edefy may ask a court to appoint an arbitrator pursuant to 9 U.S.C. § 5. In that event, the arbitration will be conducted in accordance with the rules of the appointed arbitral forum, unless those rules are inconsistent with the provisions of this Arbitration Agreement.

13.7.Modification of Arbitration Rules

(a) Arbitration Hearing/Location. In order to make the arbitration most cost-effective, efficient, and convenient, any required arbitration hearing in an arbitration wherein the amount in controversy does not exceed $1,000,000 shall be conducted remotely via video conference except as otherwise agreed by the parties or instructed by the arbitrator. Any required arbitration hearing in an arbitration wherein the amount in controversy exceeds $1,000,000 shall be conducted in Multnomah County except as otherwise agreed by the parties or instructed by the arbitrator. If the amount in controversy is $10,000 or less, the parties agree to proceed solely on the submission of documents to the arbitrator.

(b) Arbitration Fees and Costs. Your arbitration fees and your share of arbitrator compensation shall be governed by the ADR Rules and the ADR Services fee schedule (available at www.adrservices.com). If you have a gross monthly income of less than 300% of the federal poverty guidelines, you are entitled to a waiver of arbitration fees and costs, exclusive of arbitrator fees. You may request a fee waiver by providing the arbitration provider with a declaration under oath stating your monthly income and the number of persons in your household. If a fee waiver is granted by the arbitration provider and you provide Edefy with documents necessary to prove that your gross monthly income is less than 300% of the federal poverty guidelines, Edefy will pay your share of any arbitrator fees.

(c) Claims Brought for an Improper Purpose or In Violation of This Arbitration Agreement. Either party may make a request that the arbitrator impose sanctions upon proving that the other party or its attorney(s) has asserted a claim or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous. As allowed by applicable law, the arbitrator shall impose sanctions equal to the requesting party’s reasonable attorneys’ fees and costs upon finding that a claim or defense is groundless in fact or law, brought in bad faith or for the purpose of harassment, asserted in violation of Fed. R. Civ. P. 11(b) (treating the arbitrator as “the court”), or is otherwise frivolous. Either party may seek dismissal of any arbitration filed in violation of any provision of this Arbitration Agreement. Either party may assert in arbitration a counterclaim for the other party’s initiation of proceedings concerning an arbitrable Dispute without complying with or otherwise in violation of the requirements of this Arbitration Agreement. Upon finding that a party has initiated proceedings concerning an arbitrable Dispute without complying with or otherwise in violation of the requirements of this Arbitration Agreement, the arbitrator shall award the other party its actual damages, including but not limited to reasonable attorneys’ fees and costs.

(d) Mass Action Batching Requirements. If for any reason, notwithstanding the paragraph titled “Mass Action Waiver”, an arbitration proceeds as part of a Mass Action, the parties shall group the arbitration demands into batches of no more than 200. The batches shall be determined by listing the claimants’ alphabetically (by last name or business name, as applicable)—for example, the first 200 claimants listed will be the first batch, the next 200 claimants listed will be the second batch, and so forth. The parties shall randomly assign each batch a sequential number and arbitrate the batches one at a time, in sequential order. While one batch is being arbitrated, the arbitration provider shall hold the remainder in abeyance unless otherwise agreed by the parties or instructed by the arbitration provider. Each batch shall be resolved within 240 days of the pre-hearing conference for that batch. Notwithstanding the forgoing, if any claimant’s demand has not been the subject of a pre-hearing conference within 2 years of the latest-filed demand in the Mass Action, such claimant may elect to pursue the claims asserted in the claimant’s demand in court subject to Sections 21 and 22.12 of these Terms.

(e) Offers of Judgment. At least 10 days before the date set for the arbitration hearing, you or Edefy may serve a written offer of judgment on the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitration provider, who shall issue an award accordingly. If the offer is not accepted prior to the arbitration hearing or within 30 days after it is made, whichever occurs first, it shall be deemed withdrawn and cannot be given as evidence in the arbitration, other than with respect to costs (including all fees paid to the arbitration provider). If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party’s costs (including all fees paid to the arbitration provider) from the time of the offer.

13.8.Arbitrator’s Decision. The arbitrator will issue a written decision which shall include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the ADR Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

13.9.Jury Trial Waiver. You and Edefy acknowledge and agree that both parties are each waiving the right to a trial by jury as to all arbitrable Disputes.

13.10. Mass Action Waiver. You and Edefy acknowledge and agree that the relative benefits and efficiencies of arbitration may be lost when 100 or more arbitration claims are filed within 180 days which (1) involve the same or similarly situated parties; (2) are based on the same or similar claims which arise from the same or substantially identical transactions, incidents, alleged violations or events requiring the determination of the same or substantially identical questions of law or fact; and (3) involve the same or coordinated counsel for the parties (“Mass Action”). Accordingly, you and Edefy agree to waive the right to have any Dispute administered, arbitrated, or resolved as part of a Mass Action (though Sections titled “Choice of Law and Forum” and “No Class Actions or Representative Proceedings” of these Terms will continue to apply to the Dispute). In case of a dispute, the appointed arbitrator for the first matter instituted within a set of claims identified by either party shall decide whether those claims are part of a Mass Action. If no arbitrator has yet been appointed, an arbitrator shall be appointed solely to determine whether claims identified by either party are part of a Mass Action. Nothing in this provision prevents you or Edefy from participating in a mass settlement of claims.

13.11. No Class Actions or Representative Proceedings. You and Edefy acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing or as provided in this agreement, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.

13.12. Severability. Except as provided in the sub-Section titled “Jury Trial Waiver”, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.

13.13. Amendment to Agreement to Arbitrate. If Edefy amends this Section titled “Arbitration” after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject the change by sending us written notice no later than 30 days of the date the change is effective. Your notice must include your name, mailing address, the date of the notice, your Edefy username, the email address you used to set up your Edefy account, your signature, and an unequivocal statement that you want to opt out of the amended Section 22. You must email the opt-out notice to [email protected].. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Edefy (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Edefy.

13.14. Survival. Except as provided in the sub-Section titled “Severability”, this Section titled “Arbitration” will survive any termination of these Terms and will continue to apply even if you stop using the Edefy Platform or terminate your Edefy account.

14. Other Provisions

14.1.Choice of Law and Forum. These Terms will be interpreted in accordance with the laws of the State of Oregon and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement set forth in the Section titled “Arbitration” must be brought in state or federal court in Portland Oregon, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Portland, Oregon.

14.2.Claims of Copyright and Trademark Infringement. Claims of copyright and trademark infringement should be sent to Edefy’s designated agent.

14.3.Notice. Edefy may give notice by means of a general notice on or through the Edefy Services, electronic mail to the email address associated with your Account, telephone or text message to any phone number provided in connection with your Account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or at the time of sending (if sent by email, telephone, or on or through the Edefy Services). Notwithstanding the foregoing, notice of any modifications to these Terms shall be effective upon posting an updated version of these Terms on Edefy’s website or through the Edefy Services. You may give notice to Edefy, with such notice deemed given when received by Edefy, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o Edefy Technology, Inc. If another provision of these Terms addresses any specific notice (for example, notice of updates to these Terms, or notice of a dispute or arbitration demand), those specific notice provisions shall prevail to the extent there is any conflict or inconsistency between those provisions and this notice provision.

14.4.General. You may not assign these Terms without Edefy’s prior written approval. Edefy may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Edefy’s equity, business or assets; or (iii) a successor by merger. Any purported assignment by you in violation of this Section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Edefy, any Third-Party Provider, or any Out-of-App Experience Provider as a result of these Terms or use of the Edefy Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Edefy’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Edefy in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms

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