Terms of Use

These Terms of Use (“Terms of Use”) set forth the terms and conditions under which Prima Application Software Incorporated d/b/a Prima Tutor Connect or Prima (“Prima,” the “Company,” “we,” “our,” or “us”) offers you, our registered end-users (“End-User(s),” “You,” “you,” “your”), access to Prima’s proprietary platform (the “Platform”) (the “Site”), used here sometimes as Platform and/or Site (“Platform/Site”) and sometimes only as Platform (“Platform”) and sometimes only as Site (“Site”). The Terms of Use include a provision for Dispute Resolution and Arbitration, described below in Section 17. By providing your signature, or by registering with, making a purchase from or receiving payment on the Platform/Site, or accessing or otherwise using the Platform/Site, you agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, do not access or use the Platform or the Site. End-Users are (a) any tutors seeking to provide classes and tutoring services or (b) students and, if applicable, their guardians seeking tutoring services.

1. You Agree to These Terms by Using the Platform/Site

Your access to, and use of, the Platform/Site is subject to the following Terms of Use and all applicable laws and regulations. By accessing and using the Platform/Site, you accept, without limitation or qualification, these Terms of Use. If you are a tutor, you also agree to and accept our Payment Terms for Tutors, Tutors Operational Policy, and Independent Contractor Agreement. Students and their guardians also agree to and accept our Payment Terms for Students and Student Operational Policy. You further confirm that you are authorized to register, access, and use the Platform and/ or Site. Prima may, at any time and without notice and for any reason, amend or modify these Terms of Use or impose new conditions at any time without prior notice and for any reason. Such modifications or amendments shall be effective immediately by posting the Terms of Use on the Platform/Site. You may not modify these Terms of Use. Any use of the Platform/Site by You constitutes your unconditional acceptance of any such amendments, modifications, or new conditions. It is your responsibility and you should periodically visit this page to review the current Terms of Use.

2. Permitted Use of the Platform/Site; License and Registration; Usage

Use of Platform/Site. You may use the Platform/Site solely for the purpose of learning about and/or participating to tutoring services—either as a tutor or student or otherwise using the functionality provided via the Platform. You understand and agree that any use of the Platform where you access the Platform or Prima products and services requires that you register for the Platform and that your account is in good standing, including but not limited to the payment of all fees.

Limited License. Subject to End-User’s compliance with these Terms, including but not limited to the payment of all applicable fees, Prima hereby grants you a limited, revocable, personal, nonexclusive, nontransferable license to use the Platform/Site to access Platform/Site, provided that you to keep intact all copyright and other proprietary rights, and not for republication, assignment, sublicense, sale, or other purposes. Except for the licenses and rights expressly granted under these Terms of Use, no licenses or rights are granted by Prima to End-User hereunder.

User Content. By posting messages, uploading files, inputting data, or engaging in any other form of communication through this service, you are granting Prima a royalty-free, perpetual, nonexclusive, unrestricted, worldwide license to: use, copy, sublicense, adapt, transmit, publicly perform or display any such communication, and sublicense to third parties the unrestricted right to exercise any of the foregoing granted rights. The foregoing grants shall include the right to exploit any proprietary rights in such communications, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Prima reserves the rights, and you authorize Prima to use and assign all information regarding Platform/Site uses by you and all of the information provided by you in a manner consisted with these Terms of Use.

Account Registration. End-User shall register a Prima account in order to use the Platform. End-User represents and warrants that (i) End-User has the authorization to register the account; (ii) it will keep their account credentials and passwords confidential; (iii) they shall be responsible for any use of the Platform/Site via End-User’s account; and (iv) they have the right and authorization to provide the End-User Content (as defined below) via the Platform/Site, as applicable. For tutors: you understand and agree to submit your personal information to a vendor retained by Prima for purposes of conducting candidate background (colloquially known as "background check") screening before your account/profile with Prima’s Platform is active and thereafter at any time the request of Prima in order to maintain your access to the Platform.

No Reliance. End-User hereby understands and agrees that any information provided via the Platform/Site is for the sole purpose of providing the services offered via the Platform/Site; End-user understands and agrees that we do not guarantee that you will find tutor(s) or student(s) as the case may be. If you are a student or student guardian, we make no representation or warranty as to the availability of any particular instruction, method of instruction or the quality of the method(s) of instruction, type of instruction, type of tutor, lesson(s), tutor(s) availability, outcome, results, or specific quality of instruction available through the Platform. Students understand and agree that any content or description of tutor’s profile, communication(s), or description of classes, or other matters related to tutors available on the Platform are provided by the relevant tutor and we are not responsible for the accuracy, completeness or any other aspects of such descriptions or information. Although we have a candidate background screening (colloquially known as “background check”) process for tutors, we do not review and vet the credentials of tutors available on Platform, and do not review the content of their courses. Further, if you are a student or student guardian, you understand and agree that, although we conduct a background screening for tutor candidates, we do not warrant that the background screening for tutors is completely thorough or that it guarantees complete safety to you or others. The background screening is limited in its coverage of local, state, federal, and international records, as well as other records. You understand and agree to not rely on this background screening as the sole tool for ensuring your or others’ safety, and you understand and agree that if you wish to conduct a more comprehensive background screening, you are responsible for all costs and fees associated with the more comprehensive background screening, or a repeated background screening. If you are a tutor, your sign-up on the Platform does not create any guarantee of you finding students — it is students’ choice whether to sign-up with you for tutoring and classes. If you are a tutor, you understand and agree that we make no representations or warranty as to the availability of any particular instruction, method of instruction or the quality of the method(s) of instruction, type of instruction, type of student, lesson(s), student(s) availability, outcome, results, or specific quality of instruction available through the Platform. If you are a tutor, you understand and agree that any content or description of student’s profile, communication(s), or other matters related to student(s) are provided by student users, and we are not responsible for the accuracy, completeness or any other aspects of such descriptions or information. As a tutor, you specifically represent and warrant that your profile information, subject matter and course description or other information that you provide about yourself and the tutoring services that you provide are accurate and complete; such information is your sole responsibility.

Publication and Distribution. End-User shall not (i) copy, modify, reproduce, republish, upload, transmit, or distribute in any way copyrighted material, the Platform/Site, code or software for any purpose; (ii) reverse engineer, decompile, modify, translate, disassemble, break into the Platform/Site, or discover the source code for all or any portion of the Platform/Site; (iii) distribute, disclose, market, rent, lease or otherwise transfer the Platform/Site or copyrighted material to any other person or entity. The End-User may not use, reproduce or distribute the text, graphics, downloads, tools or any other content of the Platform/Site for any purpose other than in connection with accessing or using the functionality provided via the Platform/ Site in accordance with these Terms of Use. The End-User agrees to not use materials, products, or services in violation of any law. The use of this Platform/Site is at the discretion of Prima, and Prima may terminate the use of this Platform/Site and services at any time with or without notice and for any reason.

Compliance with Laws. You agree to comply with all applicable laws regarding your use of the Platform/Site. You further agree that information provided by you is truthful and accurate to the best of your knowledge.

3. Pricing, Subscriptions and Recurring Charges

Recurrent/Recurring Charges. By using the Platform or the Site, each End-User agrees to pay the fees, which are described in greater detail in the Tutor Operational Policy and Student Operational Policy or disclosed to you on the Platform/Site. End-User understands and agrees that recurrent/recurring charges are disclosed in the Tutor Operational Policy and Student Operational Policy or otherwise on the Platform/Site and are subject to change at any time and without notice. The subscription or use of the Platform/Site will continue until the End-User cancels the subscription as described below, or Prima terminates the End-User's use of the Platform/Site or cancels the End-User’s subscription.

Auto-renewal and auto-payment. End-User understands and agrees that the account will be automatically renewed and payment will be automatically processed according to the Payment Terms for Students and Payment Terms for Tutors. The End-User understands and agrees that the bank account, debit card, credit card, or any other payment method provided (“Payment Method”) will be charged automatically and on a recurrent/recurring basis for any Student Service Fees and Tutor candidate background screening fees, administrative fees, processing fees, and other fees as mentioned in the Payment Terms for Students, Payment Terms for Tutors, Tutor Operational Policy, Student Operational Policy, Independent Contractor Agreement, Terms of Use and Privacy Policy, as applicable. End-User Student understands and agrees that the Student Service Fee(s) shall occur automatically and on a recurrent/recurring basis until termination and/or cancellation of use of Platform/Site by End-User or Prima, and that such Student Service Fees are non-refundable. End-User Tutor understands and agrees that the Tutor candidate background screening fees, administrative fees, processing fees, and other fees assessed shall occur automatically and are non-refundable.

The End-User understands and agrees with various statements provided on the Platform/Site, including but not limited to the following statement that is being provided on the Platform/Site.

For Tutors:

Being the authorized cardholder or a Corporate Officer, by signing below I understand and agree to pay, and specifically authorize Prima Application Software Incorporated, d/b/a Prima, or d/b/a Prima Tutor Connect to charge my debit card, bank account, credit card, or other method of payment provided (your “Payment Method”) for the amount due. I further understand and agree that in the event my Payment Method changes, becomes invalid or the payment is unsuccessful, I will provide a new valid Payment Method upon request, to be charged for the payment of any outstanding balance. In case there is a balance on my account, I hereby authorize Prima Application Software Incorporated d/b/a Prima d/b/a Prima Tutor Connect to charge the Payment Method on file and continue to do so until balance is paid in full. In case of a payment being rejected for Non-Sufficient Funds or for any other reasons, I understand that Prima Application Software Incorporated d/b/a Prima d/b/a Prima Tutor Connect may attempt to process the charge again through the Payment Method or any other method until balance is paid in full. I further understand and agree to pay for the candidate background screening fees, processing fees, administrative fees, and other fees assessed, as well as for all charges associated with the candidate background screening process as assessed, which is a prerequisite to my access to the Platform, and I understand and agree that my Payment Method will be charged automatically and on a recurrent/recurring basis for the candidate background screening fees, processing fees, administrative fees, and other fees assessed. I understand and agree that the candidate background screening fees, processing fees, administrative fees, and other fees assessed are automatically charged using the Payment Method and are non-refundable.

For Students:

Being the authorized cardholder or a Corporate Officer, by signing below I understand and agree to pay, and specifically authorize Prima Application Software Incorporated, d/b/a Prima, or d/b/a Prima Tutor Connect to charge my debit card, bank account, credit card, or other method of payment provided (your “Payment Method”) for the amount due. I further agree that in the event my Payment Method changes, becomes invalid or the payment is unsuccessful, I will provide a new valid Payment Method upon request, to be charged for the payment of any outstanding balance. In case there is a balance on my account, I hereby authorize Prima Application Software Incorporated d/b/a Prima d/b/a Prima Tutor Connect to charge the Payment Method on file and continue to do so until balance is paid in full. In case of a payment being rejected for Non-Sufficient Funds or for any other reasons, I understand that Prima Application Software Incorporated d/b/a Prima d/b/a Prima Tutor Connect may attempt to process the charge again through the Payment Method or any other method until balance is paid in full. I understand and agree to pay Prima the amounts that are due to tutors based on tutor(s)’s fee(s). I also understand and agree to pay Prima a non-refundable service fee (“Service Fee”) determined by Prima in its full discretion, and that the Service Fee is a percentage rounded to the next whole number in increments of 5 (five) of the amount charged by tutor(s) for lesson(s) (including exam(s)) and prep timeand such Service Fee is paid based on the fee(s) charged by tutor(s) and is attached to each payment made through or on Prima platform. I understand and agree that the bank account, debit card, credit card, or any other payment method provided (“Payment Method”) will be charged automatically. I also understand and agree that the Payment Method will be charged on a recurrent/recurring basis until termination of use of Platform/Site by me or Prima. I understand and agree that my Payment Method will be charged automatically for all fees, and I further understand and agree that all Service Fee amounts paid to Prima are nonrefundable.

Cancellation. Any End-User can cancel their participation at any time by logging on to the Platform/Site. In order to cancel an active subscription, the user must follow the following steps:

For Tutors:

If they choose, tutors can email admin@primatutorconnect.com and request account cancellation.

For Students:

If they choose, students can email admin@primatutorconnect.com and request account cancellation.

The Company End-User’s subscription will be canceled, however, there is no refund or credit provided to the Company End-User’s account for the fees already paid.

4. User Submitted Content; Correspondence between End -Users

The Platform/Site may, from time to time, offer interactive features that allow users to submit content to the Platform/Site or interact with other End-Users. Prima does not and cannot review all such content, and is not responsible for such content or any communication between End-Users.

You acknowledge that by providing the ability to view and distribute your user-generated content on the Platform/Site, Prima is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability related thereto. Prima is not responsible for any communications between the users of the Platform/Site, the confidentiality of communications or users’ information, and does not have any responsibility with regard to any aspect of business transactions/transactions between Platform/Site users or that relates to any of the Platform/Site users, or with regard to any responsibilities, obligations, or rights between the Platform/Site users. You understand that Prima has no obligation to monitor communications between you and other End-users. However, Prima reserves the right to block or remove information, and/or communication(s) and/or material(s) that it determines to be unacceptable to Prima in its sole discretion. Additionally, Prima reserves the right at all times to disclose any information as necessary to satisfy any law, regulation, or governmental request, or to refuse to post any information and/or communication(s) and/or material(s), in whole or in part, that it determines to be unacceptable to Prima in its sole discretion.

Harassment in any manner or form on the Platform/Site, including via email, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Prima employee, host, or representative, as well as other members or visitors on the Platform/Site is prohibited. You may not upload to, distribute, or otherwise publish through the Platform/Site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable or which may constitute or encourage a criminal offense, violate the rights of any party, or which may otherwise give rise to liability or violate any law.

As a condition of your use of the Platform/Site, you agree to not:

a) restrict or inhibit any End-User from using the Platform/Site;

b) post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, or indecent information of any kind, including but not limited to any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national, or international law;

c) post or transmit any information or other material which violates or infringes upon the rights of others, including material that is a misrepresentation and/or material which is an invasion of privacy or publicity rights or which is protected by copyright, trademark, or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or right holder; or

d) post or transmit any information or other material which contains a virus or other harmful component.

5. Notice; Electronic Communications

When you visit the Platform/Site or send emails to Prima, you are communicating with us electronically. We will communicate with you by email, phone, mail, by posting notices on the Platform/Site, or communicate via other means. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically as stated above, including but not limited to posting on the website, satisfy any legal requirement that such communications be in writing. You consent to receive communications from us electronically, as well as by phone, mail, or other means, and you agree to be bound by such communications including but not limited to agreements, notices, disclosures and other communications. You agree that Prima can use the information that you have provided on the Platform/Site or information available in public records for purposes of contacting you in regards to your profile, for purposes of feedback on our services, to sell other features, products or services, to inform you regarding promotions, or for any other reasons.

End-User understands and agrees to receive alerts or communications to be sent to you via email or other communication means on a periodic basis and at any time with regard to tutors, students, lessons, schedules, services, marketing, and other communications and for any other purposes.

6. Privacy

Prima’s Privacy Policy is incorporated into and made part of these Terms of Use. You hereby agree to such Privacy Policy.

7. Typographical Errors

In the event that a service or product is mistakenly listed at an incorrect price or with incorrect specifications, Prima reserves the right to refuse or cancel any orders placed for products or services listed incorrectly, whether or not the order has been confirmed and whether or not you have been charged for such product or service.

8. Disclaimer of Warranties

THE PLATFORM/SITE, ITS CONTENT, MATERIALS, SERVICES, PRODUCTS, AND ANY OTHER INFORMATION ON THE PLATFORM/SITE ARE PROVIDED ON AN “AS -IS” BASIS. YOU AGREE THAT THE USE OF THE PLATFORM/SITE IS AT YOUR OWN RISK. PRIMA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE PLATFORM/SITE SHALL BE TO DISCONTINUE USING THE PLATFORM/SITE.

PRIMA DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM/SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM/SITE, OR POSTED COMMUNICATIONS AND OTHER MATERIALS, OR THE SERVER THAT MAKES THE PLATFORM/SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND YOU AGREE THAT PRIMA IS NOT RESPONSIBLE FOR SUCH ERRORS, DEFECTS, AND/OR VIRUSES OR OTHER HARMFUL COMPONENTS. PRIMA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS OR THE RESULTS OF THE USE OF THE MATERIALS PROVIDED BY THE PLATFORM/SITE ON THE PLATFORM/SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. PRIMA DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE SECURITY OF YOUR PERSONAL INFORMATION. SOME STATES DO NOT PERMIT LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. Indemnification

You agree to indemnify, defend, and hold harmless Prima, its officers, directors, employees, partners, agents, licensors, shareholders, representatives, affiliates, and suppliers from any liability, and against all losses, claims, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Use, Prima policies or guidelines, or any activity related to your use of the Platform/Site (including but not limited to negligent or wrongful conduct) by you or any other person accessing the Platform/Site.

10. Limitations of Liability

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL PRIMA, OR ANY OF ITS SUBSIDIARIES, PARENT COMPANIES, REPRESENTATIVES, AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, AND/OR ANY OF ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM/SITE OR ITS CONTENT, BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE) OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY CONNECTED TO THE PLATFORM/SITE, OR RESULT FROM THE USE OF THE PLATFORM/SITE, OR THE INABILITY TO USE THE PLATFORM/SITE, PLATFORM/SITE MATERIALS, OR OTHER PRIMA MATERIALS, OR THE CONTENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. YOUR USE OF THE PLATFORM/SITE AND/OR PRIMA MATERIALS OR SERVICES ALSO SIGNIFIES YOUR RELEASE OF PRIMA, ITS SUBSIDIARIES, PARENT COMPANIES, REPRESENTATIVES, OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, AFFILIATES, EMPLOYEES, AND/OR ANY OF ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM/SITE OR ITS CONTENT, FROM ANY DAMAGES THAT YOU INCUR, AND AGREE TO NOT ASSERT ANY CLAIMS AGAINST THEM, ARISING FROM YOUR USE OF THE PLATFORM/SITE. IF YOU ARE DISSATISFIED WITH THE PLATFORM/SITE, OR ANY MATERIAL OR CONTENT, OR WITH ANY OF PRIMA TERMS OF USE AND/OR PRIVACY POLICY AND/OR OTHER POLICIES, INDEPENDENT CONTRACTOR AGREEMENT, PAYMENT TERMS FOR TUTORS, PAYMENT TERMS FOR STUDENTS, TUTOR OPERATIONAL POLICY, STUDENT OPERATIONAL POLICY, GUIDELINES, OR CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM/SITE, OR ANY MATERIAL OR CONTENT, OR WITH ANY OF PRIMA TERMS OF USE AND/OR PRIVACY POLICY AND/OR OTHER POLICIES, INDEPENDENT CONTRACTOR AGREEMENT, PAYMENT TERMS FOR TUTORS, PAYMENT TERMS FOR STUDENTS, TUTOR OPERATIONAL POLICY, STUDENT OPERATIONAL POLICY, GUIDELINES, OR CONDITIONS IS TO CEASE ALL OF YOUR PLATFORM AND/OR SITE USE.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT PRIMA IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER.

Some states have certain laws that do not allow the exclusion or limitations on warranties or the exclusion or limitation of certain damages, and if these laws apply to you, the above exclusions or limitations that directly conflict with such laws may not apply to you.

11. Third-Party Links

In an attempt to provide increased value to our visitors, Prima may link to sites operated by third parties. However, even if the third party is affiliated with Prima, Prima has no control over these linked sites, all of which may have separate privacy and data collection practices, independent of Prima. These linked sites are only for your convenience, and therefore you access them at your own risk. Without limiting the foregoing, Prima specifically disclaims any responsibility if such sites infringe any third party’s intellectual property rights; are inaccurate, incomplete or misleading; are not merchantable or fit for a particular purpose; do not provide adequate security; contain viruses or other items of a destructive nature; or are libelous or defamatory. Prima does not endorse the content, or any products or services available, on such sites.

12. Trademarks

The following trademarks are our property: Prima and Prima Tutor Connect. These marks and related logos and other intellectual property displayed on the Platform/Site or used in connection with Prima and/or Prima Tutor Connect, and our products and services owned and/or registered by Prima, may not be used without our written expressed consent on any product or service, except our own.

13. Copyright

All content included on the Platform/Site, including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software, and any other items or components or features, are/is the property of Prima, and protected by United States and international copyright laws as well as under other applicable copyright, patent, trademark, and other proprietary rights. The compilation of all content on the Platform/Site is the exclusive property of Prima and protected by United States and international copyright laws, as well as under other applicable copyright, patent, trademark, and other proprietary rights. All software used on the Platform/Site is the property of Prima or its software suppliers and protected by United States and international copyright laws, as well as under other applicable copyright, patent, trademark, and other proprietary rights. You agree not to change, delete, or in any way temper with any Prima proprietary materials or notices from materials printed or downloaded from the Platform/Site. You understand and agree that under no circumstances will you acquire any ownership rights or other interest in the Platform/Site by or through use of this Platform/Site.

14. Copyright Complaints

Takedown Notices. If you believe that your work has been copied and posted on the Platform/Site in a way that constitutes copyright infringement, please provide a written notice to our Digital Millennium Copyright (“DMCA”) Agent with the following information:

(i) a description of the copyrighted work that you claim has been infringed;

(ii) a description of the material that you claim is infringing and a description of where the allegedly infringing material is located on the Platform/Site (e.g., a URL);

(iii) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

(iv) your address, telephone number, and email address;

(v) a written statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, including fair use; and

(vi) a statement by you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed.

Counter Notifications. If you are notified that material you posted is the subject of a takedown notice, and if you believe that the material is not infringing, you may submit a written counter notification to our DMCA Agent listed below. To be actionable, the written counter notification must include substantially the following information:

(i) your physical or electronic signature;

(ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and

(iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Prima may be found, and that you will accept service of process from the person or entity who submitted the takedown notice or an agent of such person/entity.

Send all notice of claims of copyright infringement as well as counter-notices to Prima’s DMCA Agent, who can be reached as follows:

Prima DCMA Agent

2646 Dupont Drive, Suite 60-386

Irvine, CA 92612

Email: dmcaagent@primatutorconnect.com**

** To help ensure expeditious processing, please include the following subject line in your email: “DMCA Takedown Notice” or, if appropriate, “DMCA Counter Notice”**

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Repeat Infringer Policy. In accordance with the DMCA, Prima has adopted a policy of terminating, in appropriate circumstances and at Prima’s sole discretion, account holders deemed to be repeat infringers due to our receipt of multiple DMCA notifications from content owners.

15. Export Control

Software and other materials downloaded or otherwise made available from the Platform/Site may be subject to United States Export Control. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from the Platform/Site may be downloaded or exported: into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the United States has embargoed goods; or anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. Prima does not authorize the downloading or exportation of any software or technical data from the Platform/Site to any jurisdiction prohibited by the United States Export Control Laws.

16. Term and Termination

End-User’s access to the Platform shall begin on the date End-User registers for an account, and accepts these Terms of Use and shall continue until terminated earlier under the provisions of the Terms of Use.

Prima may terminate your use of the Platform at any time, with or without notice, for any reason. If you do not agree to be bound by any of these Terms of Use and Privacy Policy, Independent Contractor agreement, Payment Terms for Tutors, Payment Terms for Students, Tutor Operational Policy, Student Operational Policy, other policies, conditions, or guidelines, or updated Terms of Use, and Privacy Policy, Independent Contractor agreement, Payment Terms for Tutors, Payment Terms for Students, Tutor Operational Policy, Student Operational Policy, other updated policies, conditions, or guidelines, you must immediately discontinue use of the Platform and Site.

Upon the expiration or sooner termination of these Terms of Use and Privacy Policy, all of your license rights under these Terms of Use and Privacy Policy, shall automatically and immediately cease, and you shall promptly cease all uses of the Platform and Site, and you understand and agree that you are no longer authorized to access the Platform and Site or materials present within the Platform and Site. The restrictions imposed on you in these Terms of Use and Privacy Policy, as well as the disclaimers and limitations of liabilities set forth in these Terms of Use and Privacy Policy, shall survive termination.

These Terms of Use, including the Privacy Policy, shall survive the expiration or sooner termination of these Terms of Use.

17. DISPUTE RESOLUTION & ARBITRATION

Binding Arbitration. Except for any disputes between Prima and Tutors, which are governed by the dispute resolution provisions of the Independent Contractor Agreement, You and Prima agree that any legal dispute between You and Prima concerning or arising in any way out of these Terms of Use, the Privacy Policy, the Student Operational Policy, any other policy or statement or communication by Prima, and any use of the Platform/Site, including any communications between you and Prima, shall be resolved through binding individual arbitration and not in court. You may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as they are brought and maintained as an individual claim. The term “dispute” means any dispute, action, claim, or other controversy between you and Prima, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.

This Dispute Resolution & Arbitration provision survives the termination of your relationship with Prima, including the end of your participation in any program or service and opt-out of consent for marketing or other agreements with Prima.

YOU UNDERSTAND AND AGREE THAT YOU AND PRIMA ARE WAIVING THE RIGHT TO SUE OR GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. IF FOR ANY REASON, A DISPUTE PROCEEDS OR IS BEING ADJUDICATED IN COURT, YOU AND PRIMA BOTH AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL.

WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. YOU AND PRIMA UNDERSTAND AND AGREE THAT THERE IS NO RIGHT TO A JUDGE OR JURY IN ARBITRATION. YOU AND PRIMA UNDERSTAND AND AGREE THAT ANY DISPUTE PROCEEDINGS WILL PROCEED ONLY ON INDIVIDUAL BASIS, AND NOT IN CLASS, JOINT, CONSOLIDATED OR REPRESENTATIVE ACTION OF ANY KIND IN COURT OR ARBITRATION, AND YOU AND PRIMA EACH AGREE TO HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY, TO ASSERT OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT OR CLASS ACTION ARBITRATION, ANY PRIVATE ATTORNEY GENERAL LAWSUIT OR PRIVATE ATTORNEY GENERAL ARBITRATION, AND ANY JOINT, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR IS EMPOWERED TO RESOLVE ANY DISPUTE WITH THE SAME REMEDIES AVAILABLE IN COURT, INCLUDING PUBLIC INJUNCTIVE RELIEF. THE ARBITRATOR SHALL FOLLOW THE TERMS OF THESE TERMS OF USE.

How Arbitration Works. Each party―you or Prima―may initiate arbitration by sending to the other a request in writing specifically stating to initiate arbitration. The request in writing to initiate arbitration shall be sent with written confirmation receipt. You may send this request for arbitration to our registered agent Corporation Service Company, 251 Little Falls Drive, Wilmington, DE, 19808. The payment of filing, administrative, and arbitrator’s fees shall be governed by the American Arbitration Association (“AAA”) rules. The arbitration shall be conducted by the AAA pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by these Terms of Use including these arbitration provisions. The AAA Rules are available on the AAA’s website at www.adr.org, or by calling the AAA at (800) 778-7879. The arbitration hearing shall take place in the County of Orange, United States of America, or at another mutually agreed upon location, or by the video, telephone, or teleconference based on written submissions if the parties so agree. For individual End-Users, Prima will advance up to US$5,000 of filling, administrative, and arbitrator’s fees, unless the arbitrator determines that the claims are frivolous and/or filed in bad faith. As to Individual End-Users, Prima also agrees to waive any rights it may have to recover, where applicable, attorneys’ fees and costs or expenses against you.

Governing Law and Other Terms. By accessing the Platform/Site, or using any of the Prima services, you agree that the Terms of Use, including arbitration provisions, other provisions presented within, and Privacy Policy, Independent Contractor Agreement, Tutor Operational Policy, Student perational Policy, Payment Terms for Tutors, Payment Terms for Students, and other policies, conditions, or guidelines, shall be governed by, and interpreted, construed, and enforced in accordance with the Federal Arbitration Act and federal arbitration law and, to the extent that state law applies to any aspect of these Terms of Use, the applicable law will be the laws of the State of California without regard to principle of conflict of laws. The parties agree that any issue concerning the validity of the class/representative action waiver above must be decided by an arbitrator. This Dispute Resolution & Arbitration provision survives the termination of your relationship with Prima, including the end of your participation in any program or service and opt-out of consent for marketing or other agreements with Prima.

18. Assignment

Prima may assign its rights and duties under these Terms of Use to any party at any time without notice to you.

19. Severability

If any provision of the Terms of Use and related materials is held, in whole or in part, to be illegal, invalid or unenforceable for any reason, the legality, validity and enforceability of the remaining provisions of the Terms of Use and related materials or the remainder of that provision and of the Terms of Use and related materials shall not be affected or impaired thereby; the remainder of that provision and of the entire Terms of Use and related materials will be severable and remain in full force and effect; and the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provision(s) with valid provision(s) the economic and financial outcome of which comes as close as possible to that of the illegal, invalid or unenforceable provision(s).

20. Questions and Feedback

We welcome your questions, comments, and concerns about the Platform/Site. Please send us feedback pertaining to the Platform/Site at admin@primatutorconnect.com.

This Privacy Policy describes the types of information we collect via the Prima Tutor Connect website (the “Site”) and how we use it. This Privacy Policy applies to the Site and any other personal information obtained when you call, email, or otherwise communicate with Prima Software Application Incorporated d/b/a Prima Tutor Connect d/b/a Prima (Prima”). By accessing the Site on any computer, mobile phone, tablet, or other device, making a purchase from Prima, or otherwise interacting with Prima, you agree to the terms of this Privacy Policy. If you do not agree to the Privacy Policy, you are not authorized to use the Site. By using this Site, you agree to these Terms of Use and Privacy Policy. If you do not wish to agree to these Terms of Use and Privacy Policy, please exit.

Your access to, and use of, the Site is subject to this Privacy Policy and all applicable laws and regulations. By accessing and using the Site or the Prima Tutor Connect Platform (the “Platform”), you acknowledge and consent to collection of information identified below, and you consent to the use of such information. You understand and agree that if the Privacy Policy or Terms of Use change, it is your sole responsibility to review these changes which will be posted on the Site.

Information You Provide

Students: If you wish to obtain tutoring services through the Platform, we will collect your personal information through the registration process, including (1) name, (2) your email address, time zone and other contact information, (3) the subjects that you are interested in, (4) your credit card information, and (5) other pertinent information or information you wish to share.

Tutors: If you wish to provide tutoring services through the Platform, we will collect your personal information through the registration process, including (1) name, (2) your educational and biographical information, (3) the subjects that you wish to teach, (4) your preferred teaching session length, (5) your pricing for tutoring sessions, (5) your email address, time zone and other contact information, (6) your credit card information, and (7) other pertinent information or information you wish to share. In some cases, we may also need to directly collect from you personal information to be provided to a candidate background screening service (formerly known under the name “background check”), and you agree for Prima to collect all personal and other information needed for purposes of conducting the candidate background screening or for any other purposes.

For tutors and students, we collect personal information from you when you enter the Site or Platform or when you submit it to us, or when you are giving it to us in any other way, including, but not limited to, the following: (1) by registering; (2) by subscribing or placing an order; (3) by signing up for communications; (4) by contacting us;(5) by participating in a promotion or survey; (6) by any other means. This information may include, but is not limited to, for example, your first and last name, email address, home or other physical address, including street name and name of a city or town, social security number, Internet Protocol(“IP”), time of your visit or access, mailing address, billing address, telephone number, date of birth, payment method and payment-related information, and any other identifier that permits physical or online contacting of specific individual or company or entity. We may combine the information we collect from you with information we receive about you from other sources.

We use a third-party card processor for all credit card transactions, and we do not store any credit card information on our Site. We may collect personal information from you when you write a review on our Site.

In some jurisdictions, individuals may have the right to opt-in or withdraw consent for certain uses. If you reside in such jurisdictions, you may have additional rights which are detailed below, “Access, Correction and Deletion.”

Information We Collect Automatically

When you visit the Site, in addition to the information mentioned above, we may collect certain information from you, including but not limited to, for example, your IP address, operating system, device-identifying information, the specific web pages visited during your connection, and the domain name from which you accessed the Site. In addition, we may collect information about your browsing behavior, such as the date and time you visit the Site, the areas or pages of the Site that you visit, the amount of time you spend viewing the Site, the number of times you return to the Site and other similar data. We may also use non-personal or aggregated information for statistical analysis, research, and other purposes.

We may use cookies to: (1) allow you to use the service without having to re-enter your user name and password; (2) enhance or personalize your usage experience; (3) monitor usage; (4) manage the Site; and (5) improve the Site and our service, including providing you with interest-based ads. For more information on our advertising, see below: “Interest-Based Advertising.” If you choose, you can set your browser to reject cookies or you can manually delete individual cookies or all of the cookies on your computer by following your browser’s help file directions. However, if your browser is set to reject cookies or you manually delete cookies, certain functionality may be limited or restricted.

We may also use web beacons to help us analyze user behavior and measure the effectiveness of the Site and our advertising. We may work with service providers that help us track, collect and analyze this information.

We may combine the information we collect through cookies and web beacons with other information we have collected from you or information from other sources.

Use of Information

Students: We will use your personal information and other information to assist you in identifying tutors and tutoring sessions through the Platform, in addition to using your personal and other information for other purposes as specified in this Privacy Policy and Terms of Use.

Tutors: In addition to using your personal information and other information for other purposes as specified in this Privacy Policy and Terms of Use, we will use your personal information and other information in order to try to establish your account as a tutor through the Platform, including providing your contact and other information to a candidate background screening service such as a third-party vendor retained by Prima, and to use your personal information and other information as determined by Prima in its discretion. You must provide us, directly or through another third-party vendor retained by Prima and that conducts the candidate background screening process, with the candidate background screening results and you must pass the candidate background screening, as determined by Prima in its discretion, before you may be registered as a participating tutor with an active profile on the Platform. You understand and agree to provide us with the candidate background screening results, information, and other information as requested by Prima, and you understand and agree for Prima to have access to your candidate background screening results, and other information and to use such candidate background screening results and other information as determined by Prima in its discretion.

For students and tutors, we may use the information we collect from and about you: (1) to fulfill your requests for service; (2) to respond to your inquiries; (3) to send you a confirmation email when you subscribe for the service or make a purchase; (4) to review Site usage and operations; (5) to address problems with the Site, our business or the service; (6) to protect the security or integrity of the Site and our business; (7) to monitor the Site for compliance with our terms and the law; (8) to contact you with updates, newsletters, marketing and other informational and promotional materials from us and third party marketing offers from partners, as well as from other companies; and (9) to provide interest-based advertising to you based on the way you use the Site and other platforms; or for any other purposes Prima deems appropriate.

If you sign up for our mailing list, we will send you informational emails about offers of services. At any time, you can ‘unsubscribe’ yourself from our email list simply by clicking the ‘unsubscribe’ button.

You, students and tutors, understand and agree for you to receive alerts or communications to be sent to you via email or other communication means on a periodic basis and at any time with regard to tutors, students, lessons, schedules, and other communications and for any other purposes.

If you do not wish to receive communications from us about special offers and promotions, you can opt-out of receiving these communications by following the instructions contained in the messages you receive or by sending us an e-mail at admin@primatutorconnect.com requesting that you do not wish to receive in the future any communications. Even if you opt-out of receiving these messages, we reserve the right to send you certain communications relating to the service, and we may send you service announcements and administrative messages. We do not offer you the opportunity to opt-out of receiving those communications. For more information about interest-based advertising, including how you can manage advertising, please see below “Interest-Based Advertising.”

Disclosure of Information

Unless you expressly give us permission in writing to do so, Prima will not sell, rent, license, or trade your Personal Information other than as specified in this Privacy Policy.

Disclosures to Third Parties Assisting In Our Operations. Prima may share your personal information under confidentiality agreements with other companies that work with, or on behalf of, Prima to provide products and services, such as a cloud hosting company or a candidate background screening service for tutors. These companies may use your personal information to assist Prima in its operations. However, Prima does not grant companies any independent right to share this information.

Disclosures Under Special Circumstances. We may provide information about you to respond to subpoenas, court orders, legal process or governmental regulations, or to establish or exercise our legal rights or defend against legal claims. We believe it is necessary to share information in order to investigate, prevent or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, or as otherwise required by law. In such circumstances, we will take appropriate measures to ensure that the requester understands the sensitive nature of the personal information that they may receive.

Business Transfers. We may share your Personal Information with other business entities in connection with the sale, assignment, merger or other transfer of all or a portion of Prima’s business to such business entity. We will require any such successor business entity to honor the terms of this Privacy Policy.

Other Disclosures. We may also disclose information collected from and about you as follows: (1) to our marketing partners, advertisers or other third parties, who may contact you with their own offers; (2) as necessary if we believe that there has been a violation of the Terms of Use or Privacy Policy, or of our rights or the rights of any third party; and (3) for any good faith reason Prima deems necessary. We may share aggregate, non-personally identifiable information about users with third parties.

Please note that if you voluntarily submit any personal information for posting on the Site, such as a review or a blog post, the information becomes publicly available and can be collected and used by others, so you should use care before posting information about yourself online.

Interest-Based Advertising

We may use third-party advertising companies that use tracking technologies to serve our advertisements across the Internet. These companies may collect information about your visits to the Site and other websites and your interaction with our advertising and other communications. These advertising companies serve ads on behalf of us and others on non-affiliated sites, and some of those ads may be personalized, meaning that they are intended to be relevant to you based on information collected about your visits to the Site and elsewhere over time. Other companies may also use such technology to advertise on our Site. You have the choice to tell us not to collect and use this information, and in some jurisdictions, we will only engage in interest-based advertising if you opt-in.

Access, Correction, & Deletion

We respect your right to access and correct your personal information. You may access your personal information by signing into your account. From there, you can correct or modify your information. You may also exercise your rights, subject to applicable laws, to request that we delete or restrict access to your personal data. If you need assistance correcting or updating your personal information, or would like to request that we delete your personal information, please contact us using the contact information detailed in the “Contact Us” section below.

Retention of Personal Information

Personal information that we collect, access or process will be retained only as long as necessary for the fulfilment of the purposes for which it was collected, unless otherwise provided in agreements between you and Prima or as required or authorized by law.

Security

The security of your data is very important to Prima. We have implemented appropriate security measures preventing your personal information from being accidentally lost, used or accessed in an unauthorized way, altered or disclosed. However, you should know that no website operator, including Prima, can fully eliminate security risks associated with personal information. While Prima has endeavored to create a secure and reliable website for users, the confidentiality of any communication or material transmitted to/from the Site or via e-mail cannot be guaranteed.

You understand and agree that it is your sole responsibility to ensure protection of your password and other sign-in information.

Children’s Privacy Protection

Under Age 13

Prima understands the importance of protecting children's privacy in the interactive online world. In order for children under 13 years of age to obtain tutoring sessions through the Platform, verified parental consent must be obtained in accordance with the Children’s Online Privacy Protection Act. It is not our policy to intentionally collect or maintain information about anyone under the age of 13 without obtaining appropriate parental consent.

Under Age 18

Minors under 18 years of age may have the Personal Information that they have provide to Prima through the Site deleted by sending an email to admin@primatutorconnect.com requesting deletion. Please note that, while we make reasonable efforts to comply with such requests, deletion of your personal information does not ensure complete and comprehensive removal of that data from all systems.

Third Party Links

The Site may contain links to third-party websites, such as social media sites, which may have privacy policies that differ from our own. We are not responsible for the activities and practices that take place on these sites or apps. Accordingly, we recommend that you review the privacy policy posted on any external website before disclosing any personal information. Please contact those sites and apps directly if you have any questions about their privacy policies.

Response to “Do Not Track” Signals

Some Internet browsers include the ability to transmit “Do Not Track” signals. Since uniform standards for “Do Not Track” signals have not yet been adopted, we do not process or respond to “Do Not Track” signals.

Changes to This Privacy Policy

We may change this privacy policy from time to time, including as required to keep current with rules and regulations, new technologies and security standards, or as Prima determines in its discretion. When we do, we will post the change(s) on our Site. If we change the policy in a material and retroactive manner, we will provide appropriate notice to you, and you agree for such notice to be provided electronically to the e-mail that you have provided at any point in time. You understand and agree that it is your responsibility to ensure that such e-mail address is still active or available or protected from third-parties.

Users from Outside the United States

The Site is hosted in the United States. If you are using the Site from outside the United States, your information may be transferred to, stored and processed in the United States or other countries. The data protection and other applicable laws of the United States or other countries may not be as comprehensive as those laws or regulations in your country or may otherwise differ from the data protection or consumer protection laws in your country. Your information may be available to government authorities under lawful orders and law applicable in such jurisdictions. By using the Site and/or the service provided therein, and/or providing personal information to us, you consent to transfer of your information to our facilities as described in this Privacy Policy.

Severability

If any provision of this Privacy Policy and related materials is held, in whole or in part, to be illegal, invalid or unenforceable for any reason, the legality, validity and enforceability of the remaining provisions of this Privacy Policy and related materials or the remainder of that provision and of the Privacy Policy and related materials shall not be affected or impaired thereby; the remainder of that provision and of the Privacy Policy and related materials will be severable and remain in full force and effect, and the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provision(s) with valid provision(s) the economic and financial outcome of which comes as close as possible to that of the illegal, invalid or unenforceable provision(s).

Contact Us

If you have questions or concerns about this Privacy Policy or how we collect and use the information of our users, you can contact us by emailing us at admin@primatutorconnect.com, or by mail at

Prima Tutor Connect

2646 Dupont Drive

Suite 60-386

Irvine, CA 92612

ATTN: Privacy Request.

If we need, or are required, to contact you concerning any event that involves your information, we may do so by email, telephone, mail, or in person. If you make a purchase, we will send you a confirmation email.