Cambly Inc.
Tutor Addendum
Last updated: July 12, 2023
Prior version: here
This Tutor Addendum is an addendum to the User Agreement between Tutors and Cambly Inc., and sets forth additional terms and conditions that are applicable to your access and use of the Platform in your capacity as a Tutor. Capitalized terms that are not defined in this Tutor Addendum have the meaning set forth in the Agreement. In the event of a conflict between the Tutor Addendum and the Agreement, the terms of the Tutor Addendum will control.
If you created an account on the Platform before the date posted above, this Tutor Addendum is effective thirty (30) days after the date posted above. For everyone else, this Tutor Addendum is effective as of the date posted above.
Independent Contractor Status. The Platform is made available to you to offer Tutoring Services to Students as an independent contractor and not as an employee of Cambly. As such, you will not be entitled to any benefits that Cambly may make available to employees from time to time, and Cambly will not withhold any employment taxes from any payments made to you in connection with your use of the Platform. You will be solely responsible for all local, state and federal income taxes, contributions imposed or required under unemployment insurance, social security taxes, and medical insurance. You and your service providers (e.g., your contractors, affiliates, and employees) are not entitled to Cambly unemployment insurance benefits unless unemployment compensation coverage is provided by you or some other entity. You agree to report income received from Cambly consistent with the reporting requirements of an independent contractor, and you will not take any position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Cambly that is inconsistent with you being an independent contractor.
Performance of Services. As an independent contractor, you have the right to control and determine the time, place, methods, manner and means of performing Tutoring Services, including for example, hiring employees and independent contractors in connection with your Tutoring Services. Cambly does not dictate the specific time of performance, and does not guarantee you any minimum number of Students or amount of revenue. In performing Tutoring Services, the amount of time you use the Platform on any given day will be entirely within your control. You alone are responsible for providing any equipment and supplies required to access the Platform and provide Tutoring Services. Cambly does not provide expense reimbursement to you. You will at all times comply with any and all applicable laws, ordinances, statutes, executive orders, and regulations, federal, state, county and municipal, in connection with providing Tutoring Services.
Non-Exclusivity. You retain the right (and Cambly expects you to exercise that right) to make your services available on other platforms and to contract with third parties for your services without restriction. Cambly similarly retains the right to invite other service providers to make their services available through the Platform without restriction.
Scope of Authority. You are 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. You are not permitted to use Cambly’s trade names or marks except in compliance with our published brand guidelines.
Injury. In the event that you or your service providers cause injury to any third party in connection the Tutoring Services, you acknowledge and agree that they will not be covered by any general liability or automobile liability insurance coverage that Cambly may have, and that Cambly is not making any commitment to defend and/or indemnify them in such circumstances, and specifically denies any such obligation. You and your service providers are not entitled to Cambly’s workers’ compensation benefits unless workers’ compensation coverage is provided by you or some other entity. In the event that you or your service providers are injured in connection with the Tutoring Services, you acknowledge and agree that you will not be covered by any workers’ compensation insurance coverage that Cambly may provide to its employees.
Payment for Tutoring Services is made on a weekly basis whenever you are owed at least US$20.00 (the “minimum payment threshold”), unless you elect to receive payment on a different schedule. If you do not meet the minimum payment threshold within any sixty (60)-day period, you will be paid the full amount owed. Payment will be made through a third-party payment processor designated by Cambly (e.g. Stripe, PayPal), to the payment account associated with your Cambly account. You are responsible for ensuring the accuracy and security of your payment account information, and for your ability to access that account and payments made to that account. Cambly cannot reverse and reissue such payments to different accounts.
To the extent Cambly makes materials available to you in connection with your use of the Platform, those materials can only be used, at your election, in connection with your use of the Platform, and cannot be modified, copied, distributed or otherwise used outside of the Platform.
You may obtain personal information about Students in connection with providing Tutoring Services to them, such as their names, ages, and locations (collectively, “Student Data”). You agree that you will access, use, or process Student Data solely to provide Tutoring Services, and that you will not otherwise access, use or disclose Student Data except as explicitly authorized by the applicable Student or as required by applicable law. Without limiting your obligations as a “controller” under the GDPR, and a “business” under the CCPA (if applicable to you), you agree to secure and protect Student Data as required under applicable law.
You will 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 Tutoring Services to (a) Students under the age of 13 in the United States, (b) Students under the age of 16 in the European Union, and (c) Students under the age of 14 in Spain or South Korea (collectively, “Minors”). In accordance with COPPA, the COPPA Rule, and this Tutor Addendum, you will not use any content or information obtained from Minors except solely to provide Tutoring Services to them. You will not disclose any content or information of or about them to any third parties other than Cambly, and you agree to delete or destroy any content or information of or about them upon request of Cambly.
You grant Cambly the right and permission to use in perpetuity, your 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 will have complete ownership of any recording, product, copy, presentation or other material or file containing or featuring your Appearance (“Promotional Materials”), including copyright interests, and you acknowledge you have no interest or ownership in the Promotional Materials (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 your Appearance in whole or part as Cambly may elect in its sole discretion. You agree that no additional consideration beyond what is provided in this Tutor Addendum is necessary for the rights granted under this section.
You acknowledge that any breach of the provisions of Sections 3 or 4 of this Tutor Addendum will result in serious and irreparable injury to Cambly for which Cambly cannot be adequately compensated by monetary damages alone. You agree that, in addition to any other remedy it may have, Cambly will be entitled to enforce the specific performance of this Tutor Addendum by you 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.
You hereby represent that, except as have have disclosed in writing to Cambly, you are not bound by the terms of any agreement with any third party to refrain from (a) using or disclosing any trade secret or confidential or proprietary information in the course of your consultancy with Cambly, (b) competing, directly or indirectly, with them, or (c) soliciting their employees, customers or suppliers. You further represent that your performance of the terms of the Agreement and this Tutor Addendum, and your performance of Tutoring Services do not and will not breach any agreement with any third party to which you are a party (including without limitation any nondisclosure or non-competition agreement), and that you 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.
Cambly may modify this Tutor Addendum from time to time, and will notify you of material changes in advance of the effective date of those changes by email, by posting a notice on the Platform, or by other means. Your access to or use of the Platform after the effective date of such changes constitutes your acceptance of those changes. Do not access or use the Platform if you do not accept the changes.