This CLIENT Terms of Service Agreement is entered into by and between Harmonic Tutoring, LLC, a limited liability company (the "Company"), and the parent and/or guardian of the student, if the student is less than 18 years of age, or the student, if the student is over 18 years of age (collectively, "Client").

Company contracts with various persons who provide tutoring services to Clients of Company (collectively, the "Tutor(s)"); and

Client desires to hire a Tutor registered with Company to provide tutoring services to Client, as discussed infra at P1.

In consideration of the premises and mutual promises contained herein, and the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Engagement. Client hereby engages Company, and Company hereby accepts such engagement, subject to the terms and conditions set forth herein. To provide a Tutor to perform tutoring services to Client (collectively, the "Services").

2. Services. The Services to be performed hereunder are non-exclusive and Client is expressly aware that Company, or its principals, and the Tutors may perform similar or identical services for other customers. Client shall provide reasonable time, availability, and access as needed by Tutors to the requested Services.

a. Client may submit a general request to Company for a Tutor in a specific course or subject, for which Company shall attempt to match Client up with a Tutor that addresses Client’s needs. Company requires 14 days/weeks notice to locate and match a prospective Tutor that addresses Client's needs.

b. Client may also directly contact Tutors listed on the website to evaluate potential Tutors and to schedule a tutoring session.

2. Payment. Client shall send all payments to https://venmo.com/u/HarmonicTutoring. Client shall use Company’s online payment system to compensate Company for the provision of Services by the Tutor for any tutoring session. Tutor shall submit the hours and rate through the online portal. Before Client’s payment is transferred to Tutor from Company’s online payment system, Company shall review Client’s payment to verify the Tutor’s submissions of hours, rate, and services performed by Tutor.

1. Fees. Client agrees to the billable hourly rate (which includes administrative and processing fees) prior to the first tutoring session with Tutor. In no event shall Client pay Tutor directly nor shall Tutor receive payment directly from Client or Client's agent for the Services provided hereunder. In the event that any payment required to be paid by Client hereunder is not made within three (3) business days following the final session for that week or the day prior to the first session of the following week, whichever comes first, Client shall pay to Company, in addition to such payment or other charges due hereunder, a "late fee" in the amount of fifteen dollars ($15.00). Future sessions shall be paused until payment is received by Company and written confirmation of resuming services from Client is received by Tutor. Company reserves the right to investigate allegations of improper billing, issue refunds, and/or charge additional fees as circumstances dictate.

2. Collection. In the event Client fails to pay the total amount billed or if Client fails to pay the entire amount billed, Company shall bill an additional late fee of 5% of the outstanding balance at the end of thirty (30) days past due, in addition to fees necessitated by collection, including attorney’s fees.

3. Scheduling. All scheduling shall be done directly between Client and a Tutor. No adjustment to fees shall be made for time lost because of the late arrival by Client or due to the early termination of session by Client. Upon the scheduled arrival time of the Tutor, if Client is unavailable, Tutor shall wait fifteen (15) minutes. After fifteen (15) minutes from the scheduled arrival time, Tutor may determine the session forfeited and Client shall be charged for the total number of hours the session was originally scheduled for. Future sessions shall be paused until payment is received by Company and written confirmation of resuming services from Client is received by Tutor.

a. Expedited Sessions. For requests made within twenty-four (24) hours of the requested appointment time, Company shall enforce a rate adjustment of an additional ten dollars ($10.00) per hour. This adjustment reflects the added flexibility and effort involved in accommodating short-notice appointments.

4. Cancellation and Refund Policy.

a. If Client is unsatisfied with a Tutor's performance during the first session, Client may either request a full refund for that session or apply payment from the unsatisfactory session to another tutoring session with a different Tutor, however, no more than three (3) attempts to find the best fit shall be made without additional payment from Client. IF NO TUTOR IS ACCEPTED BY THE CLIENT, THE CLIENT IS ENTITLED TO A FULL REFUND WITHOUT ANY PENALTIES OR FEES.

b. IF A TUTOR IS ACCEPTED AND THE CLIENT SCHEDULES A FIRST TUTORING SESSION, THE FOLLOWING CANCELLATION AND REFUND POLICY APPLIES.

i. Client shall provide no less than twenty-four (24) hours notice to the Tutor for cancellations or to reschedule an appointment; otherwise, Client's failure to provide notice shall result in a forfeit of the tutoring session and Client shall be charged for the total number of hours the missed session was scheduled for.

ii. The Tutor shall provide Client with no less than twenty-four (24) hours notice to cancel or to reschedule an appointment; if the Tutor fails to provide notice to Client, Client shall receive a FREE makeup session that will last as long as the missed session.

iii. In the Tutor's sole and absolute discretion, the Tutors may cancel a home appointment for a tutoring session if there is not

a person present that is 18 years of age or older and, in such case, Client shall be charged for the total number of hours the missed session was originally scheduled for.

iv. If Client cancels any future sessions with a Tutor due to the Tutor's illegal, inappropriate or unlawful behavior, or a decline in the Tutor's performance (as determined by Company in Company's sole and absolute discretion), Client shall only be billed for the administrative and processing fee of 25% to be applied and/or deducted from the billed amount or the amount to be refunded. In addition, if Client has any unused but prepaid tutoring sessions, Client shall receive a full refund of the outstanding balance without any deduction for the administrative fee.

v. After a reasonable investigation, the Tutor or Company may suspend or terminate Services in the event that the Tutor or Company believes that the Tutor or Company is being subjected to emotional or physical abuse or harassment by Client or that the Tutor or Company is being subjected to behavior that leads the Tutor to feel uncomfortable during the tutoring session. In such case, Company may, in its discretion, suspend or terminate the provision of Services hereunder and declare that Client has forfeited any prepaid but unused tutoring sessions.

vi. If Client and the Tutor mutually agree to terminate future sessions, Company shall attempt to provide another Tutor; however, if an alternative Tutor is unavailable to Client or Client disapproves of the alternative Tutor, Client shall receive a full refund of any unused but prepaid tutoring sessions.

c. If Client has any unused but prepaid tutor sessions remaining at the end of Client's semester, Client may request a transfer of the balance to the next semester; provided, however, such balance must be utilized by Client in that following semester otherwise such balance shall be forfeited. For example, if Client has prepaid but unused sessions for the fall semester, such balance may be transferred to the spring semester. If Client does not use the balance during the spring semester, such balance will be forfeited.

5. Covenants of Client. Client shall not be permitted to have relations with any assigned Tutor other than a professional tutor and student/client relationship. Client shall not contact or conduct business with any Tutor of Company for reasons unrelated to the course/subject for which they are hired through Company. Client shall not solicit any tutoring services from any Tutor for any course/subject during the term of Tutor's contract with Company and for up to three (3) years after the Tutor is no longer working with Company tutoring service. IF THE CLIENT OFFERS OR ENTERS INTO ANY SIDE DEAL OR ARRANGEMENT WITH ANY TUTOR OF THE COMPANY FOR PRIVATE TUTORING OUTSIDE THE COMPANY RULES OR NETWORK OF SERVICES, THE CLIENT SHALL FORFEIT ANY REMAINING PREPAID BUT UNUSED HOURS FOR TUTORING SESSIONS AND SHALL PAY THE COMPANY LIQUIDATED DAMAGES IN THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00) PER INFRACTION AND ALL ATTORNEYS' FEES AND COSTS INCURRED BY THE COMPANY TO COLLECT SUCH AMOUNTS. Client shall not disparage Company, directly or indirectly, through innuendo or otherwise, nor its products, services, agents, representatives, directors, owners, officers, attorneys, employees, vendors, affiliates, successors or assigns, nor any person acting by, through, under or in concert with any of them, with any written or oral statement.

6. Disclaimers. Client acknowledges and agrees that:

a. Switching Tutors may cause delays in the provision of Services.

b. Company makes absolutely no representations or warranties whatsoever with respect to the success, efficacy and/or results of the Services. Company makes no warranty or guarantee that Client shall improve his/her academic performance or that Client and the Tutor will have an amicable relationship.

c. It is beyond the Tutor's control or the Company’s control to directly affect the outcome of grades, scores on exams, homework, or other assignments. Tutors are not responsible for determining what is covered on tests or exams.

d. Company does not guarantee or warrant that the information and knowledge the Tutors provide to Client are accurate or complete.

e. EXCEPT AS SET OUT HEREIN, THE COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. FURTHERMORE, THE COMPANY REITERATES THAT IT MAKES NO GUARANTEE WITH RESPECT TO THE SUCCESS, RESULTS, EFFICACY, OR THE LIKE THEREOF, REGARDING ITS SERVICES.

f. The Tutors are Company’s independent contractors and they are solely responsible for their own actions and performance. Client acknowledges and agrees that Company is not responsible or liable for the Tutors’ or other other contractors’ conduct or behavior.

g. Company is not liable for any loss in property or data due to the activities or omissions of the Tutors and/or Clients. THE TUTORS ASSUME ALL RISKS OF PERFORMING THE SERVICES UNDER THIS AGREEMENT. Absent THE Company's gross negligence or willful misconduct, THE Company shall in no way be liable for any PERSONAL injury, harm oR DEATH suffered by THE CLIENT. In no event shall Company be responsible for special, indirect, consequential or other specialized measure of damages, wHETHER OR NOT FORESEEABLE and whether based on breach of contract, tort (including negligence), strict liability, product liability, under statuTe or otherwise, even if it has been advised of the possibility of such damage. IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY THE CLIENT FOR THE SERVICES PROVIDED HEREUNDER. The Company is not responsible for any death, injury, loss or damage of or to persons or property by reason of non-performance of Company's obligations hereunder.

h. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the "Work Product") developed by or in part by Company or the Tutor in connection with the Services shall be the Company’s exclusive property.Upon request, Client shall sign all documents necessary to confirm or perfect the exclusive ownership of Company to the Work Product. Client may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, material, software, products or services without the prior written consent of Company.

7. Term. The term of this Agreement shall commence upon Client's first use of Company's website and shall continue until either party terminates this Agreement, for any reason or no reason, upon five (5) days' advance written notice to the other party.

8. Indemnity. Except in the case of Company's gross negligence or willful misconduct, Client agrees to indemnify, defend and hold Company, its officers, managers, principals, agents, employees and representatives, harmless from and against any and all claims, losses, damages, liabilities, costs and other expenses of any kind whatsoever (including but not limited to any attorneys' fees and collection or court costs) arising from or in connection with the rendering of the Services under this Agreement. Client agrees to promptly reimburse Company for any legal or other expenses incurred in connection with the investigation or defending of any such loss, claim, damage or liability (or action in respect thereof).

9. Mediation. For all disputes that do not involve collection of past due billing, the parties hereto agree to participate in mediation before filing suit regarding any disagreement involving this Agreement. Either party may initiate mediation by sending a written demand for mediation to the other party. If the other party does not respond to the demand within fourteen (14) days of receipt or fails to participate in any scheduled mediation agreed to by the parties, the party sending the demand may seek any necessary legal action. The party sending the demand may take necessary legal action. In that event, the party that did not respond to the demand or participate in the scheduled mediation shall pay an initial retainer of attorneys’ fees and costs incurred by the party seeking legal action . The mediation shall be held in Boulder, CO . The parties shall attempt to agree on who to select as mediator, but if they cannot agree within fourteen (14) days after any party gives notice of its intent to proceed to mediation, then the party requesting mediation may seek legal action and request the Court appoint that party’s selected mediator. then the party requesting mediation may seek legal action and request the Court appoint its selected mediator. The mediation may not last longer than one full business day (approximately eight (8) hours) unless all the parties consent thereto. THE PARTIES SHALL EACH PAY ONE-HALF OF THE COSTS OF THE MEDIATION. Each party shall bear its own attorneys' fees in connection with the mediation. If the parties cannot resolve the dispute through mediation, any party may submit the dispute for resolution by litigation and each party consents to personal jurisdiction of the Boulder County Court, Boulder District Court, and the U.S. District Court for the District of Colorado.\

10. Miscellaneous. This Agreement constitutes the entire agreement, and supersedes any and all prior agreements, between the parties hereto. No amendment, modification or waiver of any provision of this Agreement shall be valid unless set forth in a written instrument signed by both parties to be bound thereby. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the local laws of the State of Colorado.. In the event that either party consults or retains an attorney to enforce the terms of this Agreement, the prevailing party in any such dispute or litigation shall be entitled to recover from the other party its reasonable attorneys' fees and costs incurred. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nevertheless continue to be valid and enforceable to the extent permitted by law. Both parties acknowledge that each has been given adequate opportunity to consult with an attorney concerning the subject matter hereof. The descriptive headings of the sections and subsections of this Agreement are intended for convenience only and do not constitute parts of this Agreement.

CLIENT Terms of Service Agreement