Independent Contractor Agreement
YOUR VOICE, LTD.
INDEPENDENT CONTRACTOR AGREEMENT FOR TUTORING SERVICES
This agreement (“Agreement”) is entered into between Your Voice, LTD, an Ohio limited liability company with a business address at: for letters: Your Voice, LTD., PO Box 1117, Long Beach, New York 11561 and for FedEx and UPS: Your Voice, LTD., 101 E Park Avenue, Ste. #1117, Long Beach, New York 11561, (the “Company”), and Tutor, an individual with an address provided by Tutor at the time of registration (“Tutor” or “You” or “Your”) as of the date Tutor checked the applicable checkbox(es) acknowledging consent to the terms herein (the “Effective Date”).
RECITALS
A. The Company is engaged in the business of locating and connecting Tutors with U.S. students (each a “Student”, collectively, “Students”) for the purposes of offering educational and academic support. The Company owns and operates an online website at https://tutoringprof.com/ (“Website”). Students and/or their parent(s) or guardian(s) contact the Company with requests for tutoring support in selected academic areas and the Company acts strictly as an intermediary, connecting the student with a specified tutor based on the student’s academic support request (the “Company’s Intermediary Services”).
B. The Company endeavors to contract with individuals who possess certain academic credentials, tutoring or teaching experience necessary to provide baseline tutoring services (“Credentials”). Credentials must be submitted on Your online account maintained on the Website or to Company at leslie@tutoringprof.com, if so requested. The credentialing process may take anywhere from one (1) to four (4) weeks. The Company does not necessarily contract with individuals who are college or university professors, or professors of any other kind. Tutors may be college or university aged students who possess sufficient knowledge and possess the Credentials to provide tutoring support. The Company will endeavor to verify the veracity of each Tutor’s Credentials and reserves the right to further inquire, request additional documentation, and delay any enrollment of any Tutor to engage in academic support services (“Tutoring Services”) in its sole and absolute discretion.
C. The Company does not possess the skills or personnel necessary to train, supervise or provide Tutoring Services to Students and relies on Tutors to provide such Tutoring Services. The Company explicitly relies on the truthfulness of the Tutor’s Credentials. The submission of false Credentials by You shall be considered a material breach and default under the terms of this Agreement. Moreover, any material changes to Your Credentials, including but not limited to a loss or lapse of a certification, or disenrollment from a graduate program, must be immediately reported to the Company.
D. Tutor has provided the Company with evidence of Tutor’s training and/or educational background and has participated in direct interviews with Company personnel. Tutor has also provided information necessary for the Company to perform its routine background checks and hereby expressly consents to Company’s performance of routine background checks and has otherwise complied with the Company’s process to review and examine prospective tutors.
E. Tutor acknowledges that the Company maintains relationships with a number of independent contractors who possess a variety of educational skills, achievements and teaching experience and that Tutor will be asked to provide tutoring services only when the Company has determined that Tutor’s background and experience might be suitable for a Student. Tutor desires to be included in the Company’s list of independent contractor-Tutors.
F. The Company desires to engage the services of Tutor pursuant to this Agreement as an independent contractor for the purpose of providing the Company with a resource capable of providing services including, but not limited to, academic tutoring and test preparation for its Students.
G. These Recitals are fully incorporated herein and considered material terms of this Agreement.
COVENANTS, REPRESENTATIONS, AND WARRANTIES
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Qualifications. At the Company’s request, Tutor has provided the Company with background and other information which describes, without limitation, Tutor’s age, education levels and experience as well as identifying Tutor’s specific areas of qualification. Tutor agrees to update all information provided to the Company, where the information provided changes.
2. Tutor Online Portal and Account. As part of the registration process, You will create an online account on which You may submit all required information, including PII (as defined below) educational and information related to Your Credentials, payment methods, government-issued identification, and any other information requested or required by Company. You agree to notify Us immediately of any unauthorized use of Your account or any other concern for breach of Your account security. You agree, confirm and acknowledge that We will not be liable for any loss or damage that incurred as a result of someone else using Your account, either with or without Your consent and/or knowledge. You agree, confirm and acknowledge that You are solely and fully liable and responsible for all activities performed using Your account. You further acknowledge and agree that We will hold You liable and responsible for any damage or loss incurred as a result of the use of Your account by any person whether authorized by You or not, and You agree to indemnify Us for any such damage or loss. You agree and consent to not use and/or access the account of any other person for any reason.
3. Independent Contractor Services Engagement. The Company will notify Tutor when it believes that Tutor may be qualified to provide tutoring services to one of the Company’s Students and will provide Tutor with a description of the requested Tutoring Services and the general time frame in which the Tutoring Services are to be completed. The Company will coordinate the engagement with the Student and Tutor, including arranging for the initial meeting between Tutor and Student (or Student’s parent or guardian if under the age of 18). Thereafter, it is up to Tutor to coordinate with the Student or the Student’s parent(s) or guardian(s) to provide continued Tutoring Services.
4. Students Who Are Minors. The Company offers academic support to Students at all education levels, including to Students who are minors. In such situations, the Company contracts with the parent or guardian of the Student and Tutor’s first communication shall be with the parent or guardian.
5. Tutoring Services and Independent Contractor. Tutor agrees to provide the Tutoring Services and will report directly to parties designated by the Company, in connection with the provision of Tutoring Services under this Agreement. Tutor shall have sole responsibility and control over the preparation of and the manner, means and method of delivery of the Services, which shall be based upon Tutor’s discretion regarding the support required by the Student. Tutor shall be solely responsible for the content of the Tutoring Services and acknowledges that the Company does not participate in the Services, their delivery, or tools or equipment that may be necessary for performance of the Tutoring Services. Tutor is solely responsible to set the tutoring schedule to provide the Tutoring Services as may be agreed upon with the Student from time to time and agrees to comply with such scheduling that has been agreed upon. Tutor agrees to contact the Company during the term of the engagement, as necessary from time to time to provide the Company with notice of any observed difficulties, progress of tutoring or lack thereof, or other issues that could become problems if not addressed promptly. Company shall retain the right to ensure that all Tutoring Services performed by Tutor are in accordance with applicable laws and regulations, though Tutor hereby agrees to ensure compliance with all applicable laws and regulations. Tutor hereby agrees that any review by the Company to ensure legal compliance does not constitute direction or control by the Company over the Tutor’s Tutoring Services. Under this Agreement, Tutor is an independent contractor and not an employee, agent or representative of the Company for any purpose. Nothing contained in this Agreement requires the Company to utilize Tutor’s Tutoring Services. Tutor may work for any other person or entity and shall remain free to pursue other professional and personal activities. However, Tutor agrees that such other activities shall not unreasonably interfere with the performance of Tutor’s obligations set forth herein. Nothing herein will be construed to create a partnership, joint venture, agency or employment relationship between Tutor and the Company.
This Agreement is NOT an employment agreement between Tutor and the Company. This Agreement supersedes all other agreements of any nature whatsoever with regard to the subject matter hereof. Notwithstanding the foregoing, this Agreement shall have no effect on any part of any pre-existing or later entered into agreement by and between Tutor and the Company regarding matters not addressed herein.
6. Professional Standards. Tutor acknowledges that many of the Tutoring Services are personal and can affect the reputation of the Company in this industry. Accordingly, Tutor agrees to use their best efforts to perform the Tutoring Services in a professional manner that one would expect from a teaching professional. Tutor further agrees that Tutor will personally perform the Tutoring Services and will not delegate the performance of the Tutoring Services.
7. Compensation. As full compensation for the Services rendered by Tutor, the Company shall pay Tutor at the rate separately agreed upon for Tutoring Services performed in accordance with this Agreement.
The Company will pay Tutor within approximately seven [7] days following the Tutor’s successful completion of at least three (3) tutoring sessions with the Student, or as otherwise determined in the Company’s sole and absolute discretion. Accordingly, Tutor will report to Company and advise of the completion of each of Tutor’s tutoring sessions with Student. Tutor understands and agrees that Tutor is required to and hereby authorizes the Company to make all payments required by this Agreement by the payment method indicated during the Tutor’s registration and on Tutor’s Account.
8. As-Needed Basis. The parties acknowledge and agree that the Company has no obligation to make any minimum commitment of work, time, or compensation to the Tutor. Tutor will provide Tutoring Services only on an as-needed basis as determined by the availability and demand for Tutoring Services, and other factors, including selected area of academic support.
9. No Reimbursement of Expenses. The Company shall not be responsible for nor shall it reimburse Tutor for any expenses Tutor incurs in providing the Tutoring Services during the term of this Agreement. Tutor’s sole compensation is the rate of pay separately agreed upon.
10. Offices, Equipment, and Tools. Tutor is an independent contractor and shall be fully responsible to provide all tools and materials necessary for provision of the Tutoring Services, including Zoom or other video conferencing links, and Tutor shall ensure that he or she possesses computers, calculators, reference materials, textbooks, notebooks, pens, art supplies and any other materials as are reasonably necessary for Tutor to provide the Tutoring Services in a complete, effective, and professional manner. Tutor shall be solely responsible to provide his or her own office or working space from which to provide the Tutoring Services. Tutor acknowledges and agrees that Tutor shall be solely responsible for access to, availability and efficacy of the online, video-conferencing platform of Tutor’s choice. Tutor hereby agrees that Company shall not bear any responsibility or liability in connection with disruption or interruption of any virtual platform selected by Tutor for the performance of the Tutoring Services.
11. Multiple Engagements. Tutor may be engaged for multiple students during the term of this Agreement and Tutor and Company agree that the terms and conditions of this Agreement shall be binding on all engagements undertaken during the term of this Agreement.
12. Term of Agreement; Termination. The term of this Agreement shall commence on the Effective Date of this Agreement and shall continue unless terminated in accordance with this Agreement. Thereafter, this Agreement shall automatically renew unless and until terminated in accordance with the provisions of this Agreement, until Tutor notifies Company that he or she no longer desire to provide Tutoring Services, or until this engagement is terminated by Company in its sole and absolute discretion.
The Tutor may terminate this Agreement at any time upon at least thirty (30) days’ written notice to the other party as provided in this Agreement. In the event of any such notice of termination, this Agreement and all obligations set forth herein shall terminate as of the last day of the thirty (30) day term in which the notice of termination expires. The Company may terminate this Agreement at any time, without notice and for any reason whatsoever.
Further, Tutor shall be obligated to report to the Company any accusation or conviction related to any crime or offense.
13. Termination of a Specific Engagement. Tutor acknowledges that the relationship between a Tutor and Student is personal and that a Student may decide for any reason that their arrangement with Tutor is not satisfactory. Similarly, the Company may determine in its sole discretion to terminate the Tutoring Services being provided by Tutor to one or more Students, at any time. In the event a Student being tutored by Tutor, or the Company elect to terminate the tutoring engagement for any reason, at Company’s sole discretion, the Company shall notify Tutor in writing, and the engagement for Services for that particular Student pursuant to this Agreement shall terminate immediately. Tutor will be paid for all tutoring hours completed for that specific student prior to receipt of the notice of termination. Any other engagements shall continue unless Tutor is notified otherwise.
14. Insurance. Tutor acknowledges that the Company is not obligated to provide any insurance of any kind that covers Tutor’s activities and/or Tutoring Services. Tutor is not an employee of the Company but acknowledges that persons who claim injury caused by Tutor while providing Tutoring Services to Students may attempt to look to the Company for damages. Tutor agrees to indemnify the Company for any losses or damage caused by the negligent or intentional acts of Tutor during the term of this Agreement, which may or may not be covered by Tutor’s personal insurance covering this Agreement, if any such insurance exists.
15. Tax Liability and Deductions. The Company shall not pay any federal, state or local income tax, or any payroll tax of any kind and such taxes shall not be withheld or paid by the Company on Tutor’s behalf. Tutor acknowledges that it shall not be treated as an employee with respect to the Tutoring Services performed under this Agreement for any purpose, including federal or state tax purposes. Tutor understands and agrees that it is responsible to pay its income tax in accordance with federal, state and local law and that all withholdings for taxes and social security and other required payments to be made on Tutor’s behalf shall be his or her sole responsibility. Tutor acknowledges that the Company will file all required reports with the Internal Revenue Service and appropriate state and local agencies, which may include Form 1099-MISC and related state and local filings. Tutor shall indemnify the Company against all such taxes or contributions, including penalties and interest.
16. No Employment Benefits. Tutor is an independent contractor and shall therefore be ineligible for or entitled to any of the Company’s pension, health, disability coverage, vacation pay, or other fringe benefit plans, if any, or any other benefits that the Company may extend to its employees, if any, from time-to-time. The Company is not obligated to obtain workers’ compensation or unemployment insurance on behalf of Tutor. Tutor shall comply with workers’ compensation and unemployment insurance laws concerning Tutor’s business and employees, if applicable.
17. Confidential and Proprietary Information. Tutor acknowledges that, during the engagement with the Company, Tutor may have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records, specifications, and other proprietary and confidential information owned or licensed by the Company and/or used by the Company in connection with the operation of its business (“Confidential Information”) including, without limitation: the Company’s business processes, methods, and procedures; Student lists and information; lists of tutors and tutor information; the Company’s financial information and personnel information; compensation schedules; account information; information regarding the Company’s payroll system; information regarding the Company’s website development, management, and operation; marketing and advertising information and materials; pricing information and fee arrangements with Tutor; information regarding sales practices; and information regarding the Company’s computer systems and data. All such Confidential Information is the exclusive property of the Company. Tutor agrees that Tutor will not disclose any Confidential Information, directly or indirectly, or use any Confidential Information in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. Upon the termination of this Agreement for any reason, or upon request by the Company at any time, Tutor shall immediately return all Confidential Information to the Company and shall not keep or make any copies thereof.
18. Adherence to Company Policies and Procedures. The Company’s policies and procedures are adopted to protect the Company and its Tutors and Tutor agrees to abide by such policies, as the same may be adopted and amended from time to time. Any violation of the below policies and procedures by Tutor shall have the effect of automatic termination of this Agreement. Tutor agrees to comply with the following policies and procedures, as they may be amended from time to time by the Company:
A. Tutor agrees that Tutor will not drive students, parents or guardians anywhere. Failure to comply with this policy may result in the immediate termination of this Agreement.
B. Tutor agrees to dress appropriately for all tutoring sessions and to present a professional appearance on behalf of the Company.
C. Tutor shall comply at all times with the Company’s policies concerning students who are under the age of eighteen (18) years.
D. Tutor shall not use or exchange any profanities, obtuse language, explicit photographs and videos during any communications, whether via actual tutoring sessions, related email, phone or text communications with any student or guardian.
E. Tutor shall observe and comply with all laws, ordinances, regulations and rules of the federal, state and local governments and agencies that may be applicable to the Tutoring Services.
19. Company’s Use of Tutor Information. Company’s use of Tutor’s information is subject to Company’s Privacy Policy which is fully incorporated herein by reference. Company may elect to use information provided by Tutor through their online account, as outlined in the Privacy Policy.
20. Competition and Non-Solicitation. Tutor acknowledges that the Company’s business is to identify and contract with students interested in obtaining tutoring and academic support services and to arrange for the delivery of Tutoring Services. The engagement of Tutor under this Agreement provides Tutor with the opportunity to provide Tutoring Services to clients of the Company. In consideration of the opportunity to provide the Tutoring Services, Tutor expressly agrees as follows:
A. Non-Solicitation of Students. Tutor agrees that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement for any reason:
i. Tutor will not solicit any of the Company’s Students for the purpose of providing tutoring or related services and shall not directly or indirectly induce any Student of the Company to request tutoring services from Tutor or any corporation, partnership, limited liability company or other entity which Tutor may work for or with for the purpose of offering tutoring services.
ii. For purposes of this Section A, Tutor agrees that these limitations shall apply to Tutor and to any person or entity which Tutor works for or with.
B. Non-Solicitation of Employees and Contractors. Tutor agrees that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement for any reason, Tutor shall not, directly or indirectly hire, solicit, or encourage any employee, consultant, tutor or other contractor of the Company to leave the Company.
C. Non-Exclusivity. The Company and Tutor agree that, during and after the term of this Agreement, Tutor may work with any person or entity and may compete with the Company in the offering of tutoring or similar services subject to the specific restrictions set out in this Agreement.
21. Non-Disparagement. Tutor agrees that Tutor will not, during or after the term of this Agreement, make any statement or take or omit to take any action, the effect of which is to criticize or otherwise disparage in any way the Company or any of its management, employees, agents, other Tutors, or Students. Tutor further agrees that Tutor will not interfere in any manner with the business of the Company or its management, employees or other Tutors.
22. Binding Arbitration. In the event of any breach of this Agreement by either party, the parties agree that any dispute, claim or controversy arising out of or relating to the terms of this Agreement will be settled by binding arbitration in accordance with the rules and procedures of the American Arbitration Association. Any arbitration provisions contained in prior contracts or agreements between Company and Tutor are overridden by this Section.
A. You and the Company agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Website or administration of the Tutoring Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, You will also have the right to litigate any other Dispute if You provide the Company with written notice of Your desire to do so by email at leslie@tutoringprof.com within thirty (30) days following the date You first accept these Terms (such notice, an “Arbitration Opt-out Notice”) and the Company agrees. If You do not provide the Company with an Arbitration Opt-out Notice within the thirty (30) day period, You will be deemed to have knowingly and intentionally waived Your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if You timely provide the Company with an Arbitration Opt-out Notice, will be the state and federal courts located in the state of New York and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless You timely provide the Company with an Arbitration Opt-out Notice, You acknowledge and agree that You and the Company are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both You and the Company otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Binding Arbitration” section will be deemed void. Except as provided in the preceding sentence, this “Binding Arbitration” section will survive any termination of these Terms. You agree that any claim You may have arising out of, or related to Your use of Company’s Website must be filed within one (1) year after such claim arose; otherwise, Your claim is permanently barred.
B. Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Binding Arbitration” section. (The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
C. Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
D. Arbitration Location and Procedure. Unless You and the Company otherwise agree, the arbitration will be conducted in New York County. If Your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that You and the Company submit to the arbitrator, unless You request a hearing or the arbitrator determines that a hearing is necessary. If Your claim exceeds $10,000, Your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
E. Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Liability” section above, and the limitations of liability stated therein, as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The Company will be entitled to recover attorneys’ fees and expenses if it prevails in arbitration.
F. Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
23. Indemnification. Tutor hereby agrees to indemnify, defend, save, and hold the Company, and its affiliates and employees, from and against all liabilities, damages, judgments, claims, costs and expenses for and including reasonable attorneys’ fees, as a result of or arising out of (a) any breach of any obligation, representation or warranty contained in this Agreement; (b) any employment or other taxes that are or may be claimed owed from Tutor and related to compensation paid to Tutor hereunder; (c) Tutor’s violation of any laws, ordinances, codes, regulations, or guidelines; and (d) for Tutor’s activities in connection with providing Tutoring Services pursuant to this Agreement. Tutor hereby further agrees to indemnify the Company for:
a. any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment, or claim arising from or made in connection with the performance of the Tutoring Services, where the recovery is not prohibited by law. Tutor shall further indemnify the Company against all reasonable costs, expenses, and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;
b. any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by Tutor against the Company arising out of or in connection with this Agreement and the provision of Tutoring Services.
c. any damage or loss caused by the unauthorized access of the Tutor’s personally identifiable information (“PII”) stored on the Website or by Company personnel.
d. the Company may at its sole discretion satisfy the indemnities above (in whole or in part) by way of deduction from any payments due to the Tutor, unless local law requires otherwise. This section shall survive the termination or expiration of this Agreement.
24. Cost of Enforcement. In the event suit is brought for the enforcement of, or the declaration of rights pursuant to this Agreement, and subject to the Binding Arbitration provision above, or as the result of any alleged breach of any restriction, covenant or other provision of this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees and costs, from the losing Party, whether at the trial level, on appeal, or in bankruptcy proceedings, and any judgment or decree rendered in such proceedings shall include an award thereof. The amount of attorneys’ fees and costs shall be set by the court and not a jury.
25. Survival. All of those provisions of this Agreement that require performance by either party following termination of Tutor’s engagement by the Company hereunder shall survive any termination of this Agreement.
26. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
27. Choice of Law. The laws of the State of New York shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto. Tutor and the Company agree that venue for any dispute concerning this Agreement shall be in the courts of the state of New York, county of New York.
28. Assignment, Transfer, and Delegation. Tutor acknowledges that this is a personal services contract and is not assignable by Tutor nor may Tutor delegate the performance of any of Tutor’s duties hereunder or Tutoring Services, as set forth under this Agreement. Any attempt by Tutor to assign this Agreement or delegate the performance of any duties shall be null and void and shall immediately end the term of this Agreement.
29. Notice. Any and all notices, demands, requests, elections or other communications required or permitted to be given by either party to the other shall be in writing, or by electronic or facsimile transmission and shall be either personally delivered, electronically conveyed, or deposited in the United States mail, first-class registered or certified postage prepaid, return receipt requested, and addressed to:
For Letters:
Your Voice, LTD.
PO Box 1117
Long Beach, New York 11561
For FedEx and UPS:
Your Voice, LTD.
101 E Park Avenue, Ste. #1117
Long Beach, New York 11561
with a copy to:
KI Legal
Attn: Michael Iakovou, Esq.
40 Wall Street, 49th Floor
New York, New York 10005
30. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
31. Entire Understanding. This document constitutes the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
32. Severability. Should any one or more sections of this Agreement be found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining sections contained herein shall not in any way be affected or impaired thereby. In addition, if any section hereof is found to be partially enforceable, then it shall be enforced to that extent. A court with jurisdiction over the matters contained in this Agreement shall have the authority to revise the language hereof to the extent necessary to make any such section or covenant of this Agreement enforceable to the fullest extent permitted by law.
33. Electronic Signatures. You acknowledge that by clicking on the “I Accept”, “Submit”, or similar button or checkbox on Company’s website, You are indicating Your intent to sign this and any other Agreement or record and that this shall constitute Your signature and intent to be bound hereunder.