Cambly Inc.

Tutor Addendum

Last Updated: November 16, 2020

This Tutor Addendum is an addendum to the User Agreement between Tutors and Cambly Inc. (“Cambly,” “we,” “us,” or “our”), and it sets forth additional terms and conditions that are applicable to your access, registration, and use of the Platform in your capacity as a Tutor. Capitalized terms herein have the meaning set forth in the Agreement. To the extent of a conflict between any terms of this Tutor Addendum and any terms of the Agreement, the terms of this Tutor Addendum shall control.

  1. Independent Contractor  

Independent Contractor Status. It is the express intention of the parties to this Tutor Addendum that Tutor is an independent contractor and not an employee, agent, joint venturer or partner of Cambly for any purposes whatsoever. Tutor shall not be entitled to any benefits that Cambly may make available to employees from time to time. Tutor shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes and for maintaining adequate workers' compensation insurance coverage.

Performance of Services. Tutor shall have the right to control and determine the time, place, methods, manner and means of performing tutoring services on the Platform (the “Tutor’s Services”). In performing the Tutor’s Services, the amount of time Tutor uses the Platform on any given day will be entirely within Tutor's control. Tutor will provide all equipment and supplies required to perform the Tutor’s Services, including supplying the electronic device to operate the App or the Site.

Teaching Discretion. In the performance of the Tutor’s Services, Tutor has the authority to control and direct the performance of the details of the Tutor’s Services, including the specific lessons, vocabulary or exercises used by Tutor in the execution of the Tutor’s Services. However, the Tutor’s Services contemplated by this Addendum must meet Cambly’s quality and service standards and shall be subject to Cambly’s general right of inspection and supervision.

Non-Exclusivity and Non-Solicitation. Tutor retains the right to contract with other companies or entities for his or her consulting services without restriction. Likewise, Cambly retains a reciprocal right to contract with other companies and/or individuals for consulting services without restriction. However, Tutor shall not directly or indirectly, either alone or in association with others, during the Tutor’s offering or provision of the Tutor’s Services on the Platform and for six (6) months thereafter, solicit, induce or attempt to induce, any Student to terminate his or her relationship or other engagement with Cambly and receive Tutor’s Services outside the App or the Site.

Scope of Authority. Tutor is not authorized to transact business, incur obligations, sell goods, receive payments, solicit orders or assign or create any obligation of any kind, express or implied, on behalf of Cambly or any of Cambly’s related or affiliated entities, or to bind in any way whatsoever, or to make any promise, warranty or representation on behalf of Cambly or any of Cambly’s related or affiliated entities with respect to any matter, except as expressly authorized in a writing signed by an authorized representative of Cambly. Tutor shall not use Cambly’s trade names, trademarks, service names or servicemarks without the prior written approval of Cambly.

Federal Tax Return Filing. Tutor agrees to report income received from the Company for consulting services under this Addendum consistent with the reporting requirements of an independent contractor.

  1. Priority Hours

Tutor understands that as an independent contractor Tutor has complete control over Tutor's own schedule. However, at Cambly’s own discretion, Cambly may grant Tutor the option to sign up for Priority Hours through Tutor’s account (“Priority Hours”). Cambly does not guarantee that Priority Hours will be available or that Tutor will have the Priority Hours feature enabled in Tutor’s account, nor that Students will be available during any Priority Hour. If a Tutor signs up for a Priority Hour and completes his or her full Priority Hour, Cambly agrees to compensate Tutor for at least 15 minutes of Tutor’s Services. Tutors can cancel any reserved Priority Hour prior to the start of such Priority Hour, but is advised to attend the full Priority Hour once a Priority Hour that has not been canceled begins. Cambly reserves the right to cancel Priority Hours at any time.

  1. Payment

In consideration of Tutor’s performance of Tutor’s Services, Cambly shall pay to Tutor a fee equal to $0.17 per minute spent performing Tutor’s Services through the App or the Site, as recorded by Cambly in its sole discretion. Cambly shall pay Tutor within thirty (30) days after Tutor has performed at least $20.00 of Tutor’s Services. However, if Tutor does not perform at least $20.00 of Tutor’s Services within any sixty (60)-day period, Cambly shall pay Tutor for Tutor’s Services in full. All payment by Cambly to Tutor shall be made through a third-party payment processor (e.g. Stripe, PayPal) designated by Cambly in Cambly’s sole discretion. All payment terms and conditions are governed by your applicable agreements with the third-party payment system, as applicable. Tutor has all necessary rights in such account with the third-party payment processor to authorize Cambly to make payments to such account, and Tutor agrees that payments made to the account designated by Tutor on the Platform satisfies all of Cambly’s obligations hereunder. Cambly is not responsible for any issues that Tutor may experience with Stripe or any other third-party payment processor. If Tutor has any questions concerning the third-party payment processor and its practices, Tutor may contact the third-party payment processor directly.

  1. Proprietary Information

Without limiting the Agreement, Tutor agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Cambly proprietary information, whether created by Tutor or others, which shall come into his custody or possession, shall be and are the exclusive property of Cambly to be used by Tutor only in the performance of his duties for Cambly and shall not be copied or removed from Cambly premises except in the pursuit of the business of Cambly. All such materials or copies thereof and all tangible property of Cambly in the custody or possession of Tutor shall be delivered to Cambly, upon the earlier of (i) a request by Cambly or (ii) the termination of the Agreement. After such delivery, Tutor shall not retain any such materials or copies thereof or any such tangible property.

Tutor’s obligations with respect to proprietary information of Cambly also extends to such types of information, materials and tangible property of customers of Cambly or suppliers to Cambly or other third parties who may have disclosed or entrusted the same to Cambly or to Tutor.

  1. Student Data

Tutor understands that in the course of offering or providing Tutor’s Services to Students, Tutor may obtain personal information from Students, including without limitation access to recordings of Sessions, the Student’s age, geographic location, profession, and/or language abilities (collectively, “Student Data”). Tutor agrees that he or she will only access or otherwise use or process Student Data solely to provide Tutor’s Services. Tutor may use or disclose Student Data for other purposes only if explicitly authorized by the applicable Student or as required by applicable law. Without limiting Tutor’s other obligations as a “controller” under the GDPR, and a “business” under the CCPA (if applicable to Tutor), Tutor agrees to secure and protect Student Data as required under applicable law. 

  1. Tutor Release

Tutor  grants Cambly the right and permission to use in perpetuity, Tutor’s name, likeness, image, voice, recorded voice, appearance, recorded appearance (including through video or photography), biographical information, performance and/or testimonial(s) (collectively, “Appearance”) in any manner and in any media, now known or later developed, throughout the world, at any time, for the purpose of advertising and publicizing the Cambly’s products and services, without review, permission or compensation of any amount or kind whatsoever. Cambly shall have complete ownership of any recording, product, copy, presentation or other material or file containing or featuring Tutor’s Appearance (“Ad Product”), including copyright interests, and Tutor acknowledges it has no interest or ownership in the Ad Product (or any portion thereof) or its copyright. This grant includes without limitation the right for Cambly to edit, abridge, augment, title, or create a compilation from Tutor’s Appearance in whole or part as Cambly may elect in its sole discretion. 

  1. Developments

Tutor will make full and prompt disclosure to Cambly of all inventions, creations, improvements, discoveries, methods, developments, software and works of authorship, whether patentable or not, that are created, made, conceived or reduced to practice by him or under his direction or jointly with others during the period in which Tutor is eligible to offer Tutor’s Services on the Platform (the “Service Period”), whether or not during normal working hours or on the premises of Cambly (all of which are collectively referred to in this Addendum as “Developments”). Tutor agrees to assign and does hereby assign to Cambly (or any person or entity designated by Cambly) all of his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, the previous sentence shall not apply to Developments that do not relate to the present or planned business or research and development of Cambly and that are made and conceived by Tutor not during normal working hours, not on Cambly’s premises and not using Cambly’s tools, devices, equipment or Cambly Materials. Tutor understands that, to the extent this Addendum shall be construed in accordance with the laws of any state that precludes a requirement that an individual assign certain classes of inventions, this Section 5 shall be interpreted not to apply to any invention that a court rules and/or Cambly agrees falls within such classes. Tutor hereby waives all claims to moral rights in any Developments. Tutor agrees to cooperate fully with Cambly, both during and after the Service Period, with respect to the procurement, maintenance, and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. Tutor shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which Cambly may deem necessary or desirable in order to protect its rights and interests in any Development. Tutor further agrees that if Cambly is unable, after reasonable effort, to secure the signature of Tutor on any such papers, any executive officer of Cambly shall be entitled to execute any such papers as the agent and the attorney-in-fact of Tutor, and Tutor hereby irrevocably designates and appoints each executive officer of Cambly as his agent and attorney-in-fact to execute any such papers on his behalf, and to take any and all actions as Cambly may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

  1. Content of Students Under the Age of 13

Tutor shall comply with the U.S. Children’s Online Privacy Protection Act (“COPPA”), 15 U.S.C. §§ 6501-6508, and the COPPA Rule, 16 CFR Part 312, when providing Tutor’s Services to Students Minor Students. As used herein, Minor Students shall be Students under the age of 13 in the United States, Students under the age of 16 in the European Union, and Students under the age of 14 in Spain or South Korea. In accordance with COPPA, the COPPA Rule, and this Addendum, Tutor shall not use any content or information obtained from Minor Students provided during video chat sessions, through messaging with Minor Students, or otherwise provided by Minor Students to Tutor or obtained by Tutor, except solely to provide Tutor’s Services to Minor Students. Tutor shall not disclose any content or information of or about Minor Students to any third parties other than Cambly, and Tutor agrees to delete or destroy any content or information of or about Minor Students upon request of Cambly.

  1. Remedies

Tutor acknowledges that any breach of the provisions of Sections 4 or 5 of this Addendum shall result in serious and irreparable injury to Cambly for which Cambly cannot be adequately compensated by monetary damages alone. Tutor agrees, therefore, that, in addition to any other remedy it may have, Cambly shall be entitled to enforce the specific performance of this Addendum by Tutor and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond.

  1. Other Agreements

Tutor hereby represents that, except as Tutor has disclosed in writing to Cambly, Tutor is not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his consultancy with Cambly, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party. Tutor further represents that his performance of all the terms of the Agreement and this Addendum and the performance of Tutor’s Services as a Tutor of Cambly do not and will not breach any agreement with any third party to which Tutor is a party (including without limitation any nondisclosure or non-competition agreement), and that Tutor will not disclose to Cambly or induce Cambly to use any confidential or proprietary information or material belonging to any current or previous employer or others.

  1. Modifications

Cambly may make modifications to this Addendum at any time. Except as explicitly provided in this Addendum, such modifications will be effective as to existing Tutors after Cambly provides notice of the modifications, either through the Platform user interface or sent to the e-mail address associated with your user account; and when you opt-in or otherwise expressly agree to the modifications or a version of this Addendum incorporating the modifications. If you provide written notice that you do not accept a proposed modification or decline to expressly agree to a proposed modification Cambly may terminate the Agreement and your use of the Platform.