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Prospective Tutor Onboarding

I’m excited to invite you to our team! Please complete these forms today and call the CogniTutor Onboarding Administrator Shae +1 (330) 552-8019 from 9-10 am and 4-6 pm EST when you are done. During this phone call, you can ask any questions you have on the paperwork. You will also give the Onboarding Administrator your sensitive information at this time which includes your social security number and your account number.

Rates that Tutors are paid are based on location, expertise, and subject. Rates start at $15/hour and adhere to our payment scheme you were given in the Tutor Manual. In the initial recruitment process you were advised that your offer depends on successful completion of a background check and our hiring forms. We have not received the final results of your background check. However, as we discussed, you have agreed to begin your employment with our department pending completion of the background check and forms. Until we receive the final results of your check and forms, you will not be performing the following duties without direct supervision: tutoring, contacting students/guardians, preparing lessons, or completing session reports. We reserve the right to end our agreement with you should the results of your background investigation and form completion not be successful. We will contact you as soon as the background check and form processes have been completed.

Please fill out the following forms to get started!

  1. Contact Information
  2. LearnSpeed Setup
  3. Payment Agreement Form
  4. Tax Information Form
  5. Terms and Conditions

    Please read through the form and watch the videos. When ready, refresh the page and complete the form without leaving the page idle.


    Click Here if you want more resources, feel free to use this link. It is not necessary, but may be helpful 🙂


    1. Contact Information

    Current Address:

    Please check the box if your permanent address is different from your current

    Permanent Address:


    2. LearnSpeed Setup

    You received an email inviting you to set up your profile on LearnSpeed, which is our management software that will make your job as a tutor easier. Learnspeed:

    1. Provides tutors calendars that must be kept up-to-date (Put your student sessions in the calendar!)
    2. Sends tutors reminders about their sessions
    3. Sends session reminders to student/parent
    4. Where tutors input session report (this is how you are paid) (download the assessment form, fill out, and send back in an email)
    5. Receives payments from parents


    3. Payment Agreement Form

      AUTHORIZATION AGREEMENT   Revised 1-31-19   I hereby authorize CogniTutor, LLC to send deposits or checks to my account at the financial institution named below. By electronically typing my name on the Authorized Signature line, I am agreeing to the terms listed in this agreement.   Further, I agree not to hold CogniTutor, LLC responsible for any delay or loss of funds due to incorrect or incomplete information supplied by me or by my financial institution or due to an error on the part of my financial institution in depositing funds to my account.   This agreement will remain in effect until CogniTutor, LLC receives a written notice of cancellation from me or my financial institution, or until I submit a new payment form to Loni@cognitutor.com.

    $0.50 will be deducted for each direct deposit transaction. Payments can take 3 or 4 business days to show in your account. Timing varies depending on your financial institution. Please provide your bank's routing number, your account number will be required during the onboarding phone call.

    Direct Deposit

    Payment will be sent to this address:

    Routing Number:

    Please type your name here as the electronic signature of the Perspective Tutor.

    Signature: Date:

    From here onward the form will ask for a signature and it will be that of the Prospective Tutor.


    4. Tax Information Form

    TAX INFORMATION AGREEMENT

    Revised 1-31-22

    I understand that I am working as an independent contractor and that I am responsible for my own taxes. CogniTutor will send my 1099 tax information in January so I have enough time to complete my own taxes. This agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between you and the CogniTutor for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind CogniTutor and you shall not make any agreements or representations on CogniTutor’s behalf without CogniTutor's prior written consent. You will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by CogniTutor to its employees, and CogniTutor will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers' compensation insurance on your behalf. You shall be responsible for, and shall indemnify CogniTutor against, all such taxes or contributions, including penalties and interest.

    Under penalties of perjury, I certify that:
    1. The number given when calling the CogniTutor Onboarding Administrator for sensitive information is my correct social security number (or I am waiting for a number to be issued to me); and
    2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
    3. I am a U.S. citizen or other U.S. person (defined below); and

    By typing in Tutor’s name and date below, Tutor affirms that he or she has read and understood the Tax Information Form for Tutor and agrees to and accepts all of the terms and conditions contained therein. Tutor also affirms that all information provided by Tutor is accurate and correct.

    Consent to electronic 1099

    Consent to Paperless Delivery of Tax-Related Documents

    By typing in Tutor’s name and date below, you, the “Tutor,” affirms that he or she has read and understood the Tax Information Form for Tutor and agrees to and accepts all of the terms and conditions contained therein to receive and acknowledge that you can access, receive, print and retain your tax-related documents (including IRS Form 1099) electronically. If you do not agree to electronic delivery of your tax related documents, you will be provided such documents in paper. You agree that:
    1. You have a computer with Internet access.
    2. You need to have a computer with Internet access that supports the use of a browser that supports 128-bit encryption, and will need to have JavaScript enabled in your browser. You need hardware as necessary to support this software. In order to keep copies for your records, you will need to have access to a printer or have the ability to download information.
    3. You will be able to view pictures (.jpeg), Hyper Text Markup Language (HTML) files and read Adobe PDF files.
    4. To access your electronic tax-related documents, you need to be able to read Adobe PDF files. To do this, you must have Adobe Acrobat Reader installed on your computer. It can be downloaded for free at http://get.adobe.com/reader/.
    5. You agree to electronically receive the following IRS information tax returns: Form 1099-MISC.
    6. Your IRS information tax returns remain available electronically for five years following the date it is originally made available to you electronically. If you no longer work with Cognitutor, LLC, your consent continues and a copy of your IRS information tax return will be sent electronically.
    7. If you select electronic delivery, you will receive email and online communications and disclosures regarding your account instead of physical mail. Communications will not be provided in paper form unless you have elected not to receive electronic communications.
    8. Your consent applies to all IRS information tax returns we send, disclose, or communicate to you online. In addition to emails with embedded links and attachments, this includes disclosures, statements, and notices such as updates such as the privacy notices posted on our website. This will include anything pertaining to working with CogniTutor, LLC during and after our agreements end.
    9. You permit CogniTutor, LLC to obtain your electronic signature if you choose to sign certain communications. If you do sign electronically, your electronic signature will bind you to the terms and conditions to the same extent as if you signed the communications on paper with an ink signature.
    10. You will update your CogniTutor, LLC account for any changes to your email address.
    11. Send your updated information and email address to Loni@cognitutor.com to change your email address. Information that is required by law, such as IRS information tax returns, can be resent to you. However, other communications will not be resent if we receive an electronic notice that the email is undeliverable due to an incorrect email address.
    12. When requesting IRS information tax returns in paper form, your request will not nullify this consent for future electronic deliveries of IRS information tax returns and other CogniTutor, LLC online communications unless consent is withdrawn.
    13. You may request to update your information with CogniTutor, LLC or to receive an IRS information tax return in paper form by contacting us at Loni@cognitutor.com.
      You can also write to us at:

      CogniTutor, LLC 514 Charlotte Road Auburndale, FL 33823

      For us to verify your identity, please include this information in your request:
      • Your full name
      • Your phone number
      • The last 4 digits of the Taxpayer Identification Number for the taxpayer you are inquiring about

      Please include a statement that you wish to obtain a paper form information return but do not want to withdraw consent to receive future such forms electronically. Your withdrawal of consent may take up to 10 business days after receipt to process your request. For specific instructions on how to withdraw your consent for electronic delivery, see section 8 below.
    14. Your consent to receive electronic IRS information tax returns is effective immediately until you choose to withdraw it.
    15. You may withdraw your consent electronically by contacting us as shown in section 7.
    16. Electronic Signatures.
    17. Tutor agrees that their electronic signature, whether digital or encrypted, is intended to authenticate this consent and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by Tutor with the intent to sign this consent, including facsimile or email electronic signatures, pursuant to the Electronic Signature Act of 1996 (§ 668.001 et seq., Fla. Stat.) and the Uniform Electronic Transaction Act (§ 668.50, Fla. Stat.) as amended from time to time.

    Signature: Date:


    5. Terms and Conditions
    Please READ and ACCEPT the terms BELOW before submitting the form.

      INDEPENDENT CONTRACTOR AGREEMENT FOR TUTOR   Revised 1-29-23   This Independent Contractor Agreement (the “Agreement”) is made between CogniTutor, LLC, a Florida limited liability company, (hereinafter referred to as “CogniTutor”) and the tutor whose name and address are provided on the W-9 form submitted to CogniTutor in conjunction herewith (hereinafter referred to as “Tutor”). The Recitals to this Agreement are incorporated into and constitute a part of this Agreement.
    RECITALS
    WHEREAS, CogniTutor is engaged in the practice of providing tutoring services and standardized test preparation services to elementary, middle and high school students, and providing tutoring services to various non-profit and government organizations;   WHEREAS, Tutor has the requisite education, knowledge, and training to perform tutoring services in certain subject matter and/or testing-taking areas; and   WHEREAS, CogniTutor desires to engage the services of Tutor on the terms and conditions hereinafter set forth, and the Tutor agrees to provide such services.   NOW THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows:
    1. Tutoring Services
      1. Tutor agrees to provide to CogniTutor Students (as defined in Section VI below) services that are intended to assist students or prospective students in one or more specific subject areas, and/or in preparation for standardized tests or college entrance exams, and to provide such notes and reports as are requested by CogniTutor (the “Services”). Tutor understands and agrees to provide the Services at the location requested by the CogniTutor Student, which may be the student’s home, school, online, daycare or other public location. Tutor agrees to read and abide by the direction give to Tutor in email, text, and administrative software, LearnSpeed, which comes from the Guardian and Student. Tutor agrees to meet with Students in Sarasota and Manatee counties for four hours maximum a month according to the Guardian’s request. Tutor understands and acknowledges that CogniTutor partners with nonprofit organizations, government organizations, and other educational organizations (collectively, “CogniTutor Partners”) to provide tutoring services, and that, although CogniTutor Partners have represented to CogniTutor that they perform background checks and assess the living conditions of their students, some students may live in areas of low economic status. Tutors understand and agree to accept to tutor students at their own risk and agree that CogniTutor shall have no liability whatsoever for any injury or harm to Tutor or Tutor’s property.
      2. Tutor agrees to provide the Services in a professional, timely, and competent manner, and to comply with all rules and regulations set forth by CogniTutor on Exhibit A, attached hereto and made a part hereof by this reference (the “Rules”). CogniTutor reserves the right, in its sole discretion, to amend the Rules from time to time as it deems necessary. Notwithstanding anything contrary contained herein, Tutor shall use his or her education, training, and judgment in the tutoring of CogniTutor Students.
      3. Tutor agrees to provide the Services on an as-needed and as-requested basis, provided such requests fit within Tutor’s schedule. Tutor agrees to provide his or her own supplies and equipment, and understands and agrees that CogniTutor has no obligation to reimburse Tutor for any expenses, including but not limited to gas, mileage, books, subscriptions, continuing education courses or materials, parking expenses, printing, computer or other electronic devices, writing instruments, paper, or any other supplies needed for tutoring sessions.
      4. In the event of an emergency and if Tutor is unable to attend a scheduled session, Tutor shall notify CogniTutor by email at least six (6) hours prior to the session and shall copy the Tutor’s administrator.
    2. Representations of Tutor.
      Tutor represents and warrants that the following are true and accurate:
      1. Tutor has provided accurate information to CogniTutor with respect to his or her education, including but not limited to grade point average, test scores, coursework completed, degrees obtained, and Tutor has never been suspended, or put on probation by any educational institution except as otherwise previously fully disclosed in writing to CogniTutor;
      2. Tutor has provided accurate information with respect to his or her employment history;
      3. Tutor has never been convicted of a crime, except as otherwise previously fully disclosed in writing by Tutor to CogniTutor;
      4. Tutor has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of Tutor’s obligations in this Agreement;
      5. Tutor entering into this Agreement with the CogniTutor and Tutor’s performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which you are subject;
      6. Tutor has the required skill, experience, and qualifications to perform the Services, and shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; and
      7. Tutor shall perform the Services in compliance with all applicable federal, state, and local laws and regulations, including by maintaining all licenses, permits, and registrations required to perform the Services.
    3. Covenants and Conduct of Tutor.
      1. Tutor agrees and understands that the objective is that the CogniTutor Student will receive a passing or improved grade in the class for which the student is being tutored, or will improve his or her test scores. Tutor agrees to provide accurate and correct information related to the subject being taught to the CogniTutor Student during each session. Tutor is encouraged to use the CogniTutor Method to teach students how to learn more efficiently, manage their time, structure their studying, and learn test-taking strategies. Tutor understands that administrators of CogniTutor will suggest to Tutors how to work with students based on feedback from students, parents, and guardians, and Tutor agrees to accept feedback from administrators and to adapt and improve session based on such feedback. Tutor understands that if performance is not satisfactory in CogniTutor's sole discretion, the student may be reassigned to another tutor.
      2. Tutor agrees not to engage in “cheating” with a CogniTutor Student, which includes, but is not limited to, completing assignments or quizzes on the student’s behalf, writing papers for the student, or otherwise doing the student’s work for him or her.
      3. Tutor agrees not to directly request payment from any CogniTutor Student or the parent or guardian of such student without going through CogniTutor.
      4. Tutor agrees at all times to be guided by principles of fairness, non-discrimination, and freedom from any sexual or other types of harassment in person and online through text, phone calls, or emails. Tutor agrees to conduct himself or herself in a courteous, professional, honest, and responsible manner at all times when dealing with CogniTutor Students, their parents or guardians, Tutors, or Administrators. Tutors agrees to refrain from:
        1. verbally abusive behavior, physical contact, any demonstration of sexual activity or contact including sexual conversations;
        2. theft or destruction of property;
        3. carrying or concealing weapons or objects that may be used as weapons;
        4. using or possessing illegal chemicals, illegal drugs, marijuana or alcohol before or during sessions or other CogniTutor meetings;
        5. any inappropriate or threatening or offensive behavior;
        6. use of electronic device to take pictures or record those associated with CogniTutor without specific authorization and consent of CogniTutor;
        7. loitering near tutoring locations; and
        8. smoking near those associated with CogniTutor.
      5. Tutor agrees that he or she may not meet any CogniTutor Student or prospective student or parent or guardian of such student outside of the regular, scheduled tutorial sessions. Tutor agrees that, while this Agreement is in effect, Tutor may not socialize with or date such student(s). Tutor should avoid physical contact with CogniTutor Students.
      6. Tutor acknowledges and agrees that upon use of the CogniTutor website or any of the materials contained therein, Tutor is bound by and shall comply with the Terms of Use for the website. In the event of a conflict between the Terms of Use and this Agreement, this Agreement shall control.
      7. Tutor may not, under any circumstances, use drugs or alcohol, or be under the influence of drugs or alcohol, prior to or during tutoring sessions.
      8. Tutor agrees to pay any accidentally or purposefully accrued fees or charges when completing tasks for CogniTutor. These fees can include, but are not limited to, website subscriptions, workbooks, curriculums, tutoring supplies. Tutor will not be reimbursed unless they have previously received written permission from Loni Lebanoff with CogniTutor.
    4. Contract Rate.
      1. CogniTutor agrees to compensate Tutor for the Services performed under this Agreement at the rate set forth in Exhibit B, attached hereto and made a part hereof (the “Service Fees”). CogniTutor reserves the right, in its sole discretion, to amend the Service Fees from time to time upon prior notice to Tutor. CogniTutor shall send payment for the Service Fees by check or electronic deposit on the first and fifteenth of each month. As a condition precedent to CogniTutor’s obligation to pay the Service Fees to Tutor, Tutor must complete the applicable session reports as required in accordance with the Rules and have submitted their background check and W9 and payment information. If a Tutor's session report is not submitted within 24 hours of the end of the session, then the session report may become void and the Tutor may not be paid for that time spent tutoring. Pay periods are the 1st of the month until the 14th and that payment will be sent out on the 15th (the report must be submitted by 4 PM EST on the 15th to be included on that pay period). The 15th through 30th or 31st of that month is paid out on the 1st of the following month. Payments are sent on the 1st and 15th, but may not show in the Tutor's account until 4 business days later. It is the Tutor's responsibility to verify that the payment was successfully received. Tutors should contact Loni@cognitutor.com with payment questions.
      2. Tutor agrees that it is Tutor’s exclusive responsibility to pay all employment taxes as well as all applicable local, state, and federal taxes related to this Agreement and/or the Services provided. Neither FICA (Social Security), FUTA (Federal Employment), nor local, state or federal income taxes will be withheld from payments to Tutor from CogniTutor.
      3. Cognitutor shall not pay Tutor for the first cancellation of the session by the CogniTutor Student and if the Tutor is already en route to a session at the time of the cancellation (Late Cancellation), or in the event the CogniTutor Student does not show up for the session (No Show) and continues to be absent for over fifteen (15) minutes after the scheduled start of the session. It is the Tutor’s responsibility to diligently attempt to contact the CogniTutor Student, or such student’s parent(s) or guardian(s) to remind them of sessions one hour before the session and to send online session credentials and login information a day before the session. If a student No Shows, it is recommended that Tutor attempts to contact the CogniTutor Student through 2 texts and 2 phone calls while waiting the 15 minutes to remind them of sessions. Tutor understands that Tutor will not be compensated for the first no-show or cancellation. However, Tutor will be compensated 0.25 hours of the session for Late Cancels if Tutor texted and called CogniTutor Student 1 hour before the session and for No Shows if Tutor was at tutoring location waiting for fifteen minutes from the beginning of the tutoring session and attempted to contact the CogniTutor Student and Guardian through two texts and calls while waiting (unless payment is being made by a CogniTutor Partner) for the second and subsequent no-shows by a single CogniTutor Student for which tutoring was to be conducted in person. CogniTutor shall pay for the Late Cancels and No Shows shown above if the Late Cancel and No Show session reports are submitted within 24 hours of the Late Cancel or No Show with all of the answers submitted honestly and with enough information to show that the procedures were followed including the Tutor diligently attempting to reach the Student and Guardian by phone call and text and the Tutor providing the Student and Guardian with the online or in-person details of where and how to meet 24 hours before the session was to begin.
      4. CogniTutor shall not pay for Tutor’s online background check. CogniTutor will pay for the background check to be completed and then be reimbursed by the Tutor by taking the amount the background check costs out of the Tutor’s first payment. Level 2 background checks will be paid for by the Tutor at the time of the background check.
      5. Tutors that are meeting at daycares, schools, libraries, and other locations are expected to look at those location corresponding calendars and hours. Tutors will not be compensated if they go to these locations during off hours or holidays if the location is closed and the Tutor was not aware. Tutors will not be compensated for students that have run out of session credits or have not been approved for hours yet until the student has been awarded hours.
    5. CogniTutor Students and Goodwill.
      1. As a material part of the consideration for this Agreement, Tutor agrees that all students engaging the tutoring services of CogniTutor prior to or during the term of this Agreement are students of CogniTutor and not students of any particular Tutor and that all goodwill associated with the treatment of students is the goodwill of CogniTutor and not the goodwill of any Tutor. These students are to be referred to herein as “CogniTutor Students.”
      2. As a material part of the consideration for this Agreement, Tutor agrees that all present and future records regarding CogniTutor Students and all information contained in such records (including without limitation: names, addresses, phone numbers, email addresses, fax numbers, mailing lists, payment records, billing records and the like), all present and future accounts receivable for Services rendered to CogniTutor Students and all rights and expectations to tutor CogniTutor Students and to receive referrals from such CogniTutor Students are the property of CogniTutor and not the property of Tutor.
    6. Independent Contractor Status.
      1. Tutor agrees to provide the Services as an independent contractor and not as an employee of CogniTutor. It is mutually understood and agreed that Tutor is at all times acting and performing the Services in the capacity of an independent contractor; that CogniTutor shall neither have nor exercise any control or direction over the methods by which Tutor performs the Services, nor shall this Agreement create an employer-employee or principal-agent relationship between CogniTutor and Tutor. Tutor understands and acknowledges that Tutor is not entitled to any employee benefits CogniTutor may now or hereafter offer to its employees.
      2. CogniTutor may, during the term of this Agreement, engage other tutors to perform the same work that Tutor performs hereunder. Tutor may, during the term of this Agreement, provide services on behalf of himself or herself and/or others.
    7. Compliance with Laws.
    8. Tutor agrees to comply with all federal and state laws or regulations applicable to the Services to be provided under this Agreement. Tutor agrees to behave in an honest manner with respect to all dealings with CogniTutor, CogniTutor Students and their parents or guardians, and CogniTutor administrators. Tutor further agrees that he or she will protect and secure the privacy and confidentiality of CogniTutor Students’ information. Tutor may only discuss progress and information pertaining to CogniTutor Students with CogniTutor administrators. In the event Tutor is also employed in any elementary, middle, high school, or college, or employed by a school board, Tutor understands and agrees that he or she may not tutor CogniTutor Students located in the same district as such Tutor’s place of employment without prior written approval of Tutor’s place of employment. Where applicable, Tutor agrees to comply with the Family Educational Rights and Privacy Act (20 U.S.C. § 1232g; 34 CFR Part 99), and to avoid the potential for any conflict with responsibilities under such act and the Services under this Agreement, or the appearance of impropriety related thereto.
    9. Confidentiality.
      1. Definition of Confidential Information. For purposes of this Agreement, the term “Confidential Information” refers to, without limitation, information of any kind, nature, or description relating to:
        1. The business matters of CogniTutor, including, but not limited to, student information, CogniTutor methods and procedures, access to the CogniTutor website and materials, knowhow, pricing rates, payment to tutors for sessions, intellectual property, copyrights, technical information, data, processes, materials, products, services, vendors, sales data, non-public marketing plans, future products, trade secrets, programs, applications, source code, object code, business records, financial information, and any other non-public business information of any kind, nature or description, without regard to whether any or all of the foregoing would otherwise be deemed confidential, material, or important; and
        2. All information regarding CogniTutor Students and their parents or guardians, and CogniTutor Partners, including, but not limited to, records, names, addresses, phone numbers, email addresses, fax numbers, mailing lists, payment records, billing records, business information, accounts receivable, and services rendered.
      2. Not Included in Definition of Confidential Information. The definition of Confidential Information does not include any information or materials that
        1. Are in the public domain at the time of disclosure to Tutor or which thereafter enter the public domain through no action or inaction by Tutor; or
        2. Tutor can establish and document were in the possession of, or known by, Tutor prior to the receipt from CogniTutor or the CogniTutor Student(s); or
        3. Are rightfully disclosed to Tutor by another person not in violation of the proprietary or other rights of CogniTutor, or any other person or entity; or
        4. Are required to be disclosed pursuant to law, provided, however, that a minimum of thirty (30) days written notice will be provided by Tutor in order to permit CogniTutor to take such action as it deems appropriate to prevent or limit such disclosure.
      3. Treatment of Confidential Information. Tutor agrees that all Confidential Information remains the sole property of CogniTutor and Tutor has no interest in or right to such Confidential Information. Tutor agrees to forever hold all Confidential Information in strict confidence, not disseminate or disclose to any third party and not use it for any purpose without the express written consent of CogniTutor. Tutor agrees that Tutor may not copy or modify any Confidential Information without the prior written consent of CogniTutor. This provision survives the termination of this Agreement.
    10. Intellectual Property Rights.
      1. CogniTutor is and will be the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Services (the "Work Product") including all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively "Intellectual Property Rights") therein. Tutor agrees the Work Product is hereby deemed "work made for hire" as defined in 17 U.S.C. § 101 for CogniTutor and all copyrights therein automatically and immediately vest in the CogniTutor. If, for any reason, any Work Product does not constitute "work made for hire," Tutor hereby irrevocably assigns to the CogniTutor, for no additional consideration, Tutor’s entire right, title, and interest throughout the world in and to such Work Product, including all Intellectual Property Rights therein, including the right to sue for past, present, and future infringement, misappropriation, or dilution thereof.
      2. To the extent any copyrights are assigned under this Section IX, Tutor hereby irrevocably waives in favor of the CogniTutor, to the extent permitted by applicable law, any and all claims Tutor may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as "moral rights" in relation to all Work Product to which the assigned copyrights apply.
      3. Upon the request of CogniTutor, during and after the Term, Tutor shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be necessary to assist CogniTutor to apply for, prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and all Intellectual Property Rights therein. In the event CogniTutor is unable, after reasonable effort, to obtain Tutor’s signature on any such documents, Tutor hereby irrevocably designate and appoint CogniTutor as Tutor’s agent and attorney-in-fact, to act for and on Tutor’s behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the Work Product with the same legal force and effect as if Tutor had executed them. Tutor agree that this power of attorney is coupled with an interest.
      4. As between Tutor and the CogniTutor, CogniTutor is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to Tutor by CogniTutor ("CogniTutor Materials"), including all Intellectual Property Rights therein. Tutor have no right or license to reproduce or use any CogniTutor Materials except solely during the Term to the extent necessary to perform Tutor’s obligations under this Agreement. All other rights in and to CogniTutor Materials are expressly reserved by the CogniTutor. Tutor has no right or license to use the CogniTutor's trademarks, service marks, trade names, logos, symbols, or brand names.
    11. Non-Solicitation & Non-Disparagement.
      1. Tutor agrees that during the term of this Agreement and for two (2) years thereafter, he or she will not solicit, deter, or attempt to divert or take away any CogniTutor Students or Clients, including, without limitation, any Students or Clients consulted, contacted, interviewed, evaluated, by him or her during the term of this Agreement. Moreover, for the same period of time, Tutor agrees not to solicit, employ, or contract with any of the other independent contractors, tutors, administrators, or employees of CogniTutor or organizations CogniTutor interacts or interacted with.
      2. Tutor agrees and covenants that Tutor will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning CogniTutor or its businesses, or any of its employees, officers, and existing and prospective customers, suppliers, investors, and other associated third parties.
    12. Indemnification.
    13. Tutor agrees to indemnify and hold harmless CogniTutor, its employees, officers, contractors, affiliates, agents, and representatives from and against any liability, losses, costs, damages, and expenses (including without limitation reasonable legal fees, court costs, and the costs of appellate proceedings) (i) arising out of or related to any act performed or omission committed by Tutor during the term of this Agreement, (ii) arising out of or relating to the Services provided by Tutor under this Agreement, and (iii) arising out of or relating to Tutor’s obligation to pay all federal, state, and local taxes incurred as a result of this Agreement.
    14. Termination.
    15. Either party may terminate this Agreement for convenience at any time after giving thirty (30) days’ prior written notice to the other party. CogniTutor may terminate this Agreement immediately and without notice if Tutor breaches this Agreement or if any of Tutor’s representations and warranties become untrue. Upon termination of this Agreement for any reason, Tutor agrees to return any property in his or her possession to CogniTutor within three (3) business days. In the event that CogniTutor has paid the level 2 fingerprinting process fee on Tutor’s behalf, but Tutor does not complete at least five (5) hours of tutoring with CogniTutor, Tutor agrees to reimburse CogniTutor such fee within 14 business days of notifying CogniTutor of his or her termination of this Agreement. Sections VIII, IX, X, XI, XIII, and XIV shall survive the termination of this Agreement.
    16. Notice.
    17. Any notice required to be provided to a party to this Agreement shall be considered effective as of the date of deposit with the United States Postal Service by certified or registered mail, postage prepaid, return receipt and addressed to the party at the following address:   If to CogniTutor: 514 Charlotte Road Auburndale, FL 33823   If to Tutor: To the name and address supplied to CogniTutor by Tutor on his or her Onboarding Forms
    18. Miscellaneous.
      1. Governing Law and Venue. The laws of the State of Florida govern the validity, construction and effect of this Agreement, and all extensions and modifications thereof, without regard to its choice of law rules, and Polk County, Florida is the exclusive venue for any suit, litigation, or alternate dispute resolution brought pursuant to this Agreement.
      2. Dispute Resolution. In the event a dispute arises between the parties, the parties agree to participate in at least four hours of mediation with a mutually agreed-upon mediator. The parties agree to share equally in the costs of the mediation. The mediator does not have the power to render a binding decision or force an agreement on the parties.
      3. No Assignment. Tutor may not assign this Agreement nor any rights or obligations without the prior written consent of CogniTutor. CogniTutor may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties hereto and their respective successors and assigns.
      4. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the matters contained herein, and supersedes any and all other discussions, statements, and understandings regarding such matters. This Agreement shall be amended only upon the execution of a written agreement by both parties. Any attempt to amend or modify this Agreement in any manner other than by written instrument executed by the above referenced parties is void.
      5. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, does anything herein confer, upon any person other than the parties and the respective successors or permitted assigns of the parties, any rights, remedies, obligations, or liabilities whatsoever.
      6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions nevertheless continue in full force without being impaired or invalidated in any way.
      7. Parties Bound; Further Acts. This Agreement is binding on the parties hereto, their heirs, executors, administrators, successors, and assigns. The parties agree for themselves, and their heirs, executors, administrators, successors, and assigns, to execute any instruments and to perform any acts that may be necessary or proper to carry out the purposes of this Agreement, but the failure to execute such instruments does not affect the rights of any party hereto or the obligations of any estate, as provided in this Agreement.
      8. Captions. The captions appearing in this Agreement are inserted as a matter of convenience and for reference and in no way affect this Agreement, define, limit, or describe its scope, intent, or any of its provisions.
      9. Attorneys’ Fees. The non-prevailing party shall reimburse the prevailing party for all reasonable costs or other expenses and reasonable attorneys’ fees, whether a proceeding be brought or not and whether incurred in trial, arbitration, or appellate proceedings, associated with the enforcement of any provision of this Agreement.
      10. Waiver. Any party's failure to insist on compliance or enforcement of any provision of this Agreement does not affect its validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement.
      11. Electronic Signatures & Counterparts. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the Electronic Signature Act of 1996 (§ 668.001 et seq., Fla. Stat.) and the Uniform Electronic Transaction Act (§ 668.50, Fla. Stat.) as amended from time to time. This Agreement may be executed in one or more counterparts, each of which is an original, and all of which together constitute only one agreement between the parties.
      12. Mistake. Tutor hereby releases CogniTutor from any liabilities due to Tutor’s mistakes in providing information during the on-boarding process and Tutor hereby agrees to indemnify CogniTutor for any losses or damages due to Tutor’s mistakes.
      13. Theft. Tutor agrees, and hereby releases CogniTutor from any claims that may arise, now or in the future, due to the theft, misappropriation, or criminal act of a third-party related to Tutor’s social security number, banking and other confidential information.
      14. The Terms and Conditions Agreement, between CogniTutor and Tutor, if any, is hereby incorporated by reference.
    Exhibit A: Rules and Regulations For Tutors
    1. Tutor must complete a profile on LearnSpeed, CogniTutor’s management software.
    2. Tutors must update LearnSpeed profile with address and subjects for which tutor possesses appropriate qualifications (Tutor may only list an AP course if he or she has scored a “5” on the AP exam for such course), and any other information requested by CogniTutor from time to time. Tutor must ensure that the information contained on his or her profile is accurate at all times
    3. Tutors must read and follow the Tutor Training Manual.
    4. Tutors must watch the training videos on the onboarding page: www.cognitutor.com/onboarding
    5. Tutor must check LearnSpeed to see if Tutor has been assigned to student(s).
    6. Tutors must respond to emails, texts, or phone calls from CogniTutor, CogniTutor administrators, or CogniTutor Students or their parents or guardians within six hours of receipt.
    7. Tutor must input session reports for each session he or she holds with a CogniTutor Student within the last 5 minutes of the session. Tutors complete session reports by getting on LearnSpeed, clicking on and completing the session report that is due. Tutors are required to complete a pre- and post-assessment for each student by downloading the assessment form, completing the form, emailing the form back to CogniTutor. Tutor will not receive payment until session reports are completed and lessons marked completed on LearnSpeed. If session reports are not completed within 24 hours of the session ending, then the Tutor may not be compensated for that session.
    8. Tutor is responsible for scheduling sessions with CogniTutor Students assigned to him or her.
    9. Tutor must prepare a lesson plan and a homework plan prior to each tutoring session.
    10. Tutor must arrive at session location at least five minutes before the session is scheduled to begin. Tutor must abide by the schedule previously agreed to with CogniTutor Student.
    11. Tutor agrees to dress in business casual attire for tutoring sessions.
    12. Tutors must engage CogniTutor Students at all times during tutoring sessions, except for a break for a period of five (5) minutes during the middle of the session.
    13. Tutors agrees to refrain from profanity during tutoring sessions, or during any contact with CogniTutor Students or their parents or guardians, or with CogniTutor Partners.
    14. Tutor agrees to only conduct sessions in the house with a guardian or other individual over the age of 18 present. When using public facilities for tutoring, the tutor agrees to either have an individual over the age of 18 present or use facilities with windowed rooms.
    15. Tutors should refrain from use of phones or other mobile electronic devices during tutoring sessions, except when such use is a part of the lesson plan, in which case a laptop is permitted. Phones or other mobile electronic devices should only be used for emergencies.
    16. Tutor agrees to monitor the student’s understanding of the material using tests that the student takes both before and after the tutoring sessions. Tutor agrees to record the students test scores and any other updates including other types of improvements or comments in the session reports where indicated.
    17. Tutor agrees to be patient and understanding with students if a student does not grasp a concept, or when dealing with complaints of students, their parents or guardians, or CogniTutor Partners.
    18. Tutor must communicate promptly, and in no event later than six (6) hours after learning of a problem, with CogniTutor administration in the event Tutor has a problem scheduling a session, finding a tutoring location, or if the CogniTutor Student is not cooperating or does not have homework or other work or materials with which the student needs assistance.
    19. CogniTutor reserves the right to do background checks and sex offender screening on its tutors, administrators, and other 1099 workers and employees. CogniTutor reserves the right to deny a working relationship and association with any person who:
      1. violated the CogniTutor Terms or other agreements
      2. has been accused or convicted of any crime involving sexual abuse
      3. is a registered sex offender
      4. habitually or excessively uses narcotics or dangerous drugs
      5. has ever been convicted of any offense relating to the use, sale, possession, or transportation of narcotics or habit forming and/or dangerous drugs
      6. continuously or excessively uses intoxicating beverages
      7. is believed to have illegal substances, paraphernalia, alcohol, weapons, or stolen property
    20. Conditions of Payment: CogniTutor pays Tutors for sessions, but is unable to send payment to Tutors if:
      1. The Tutor has not submitted the background check paperwork or CogniTutor, LLC has not received the background check results.
      2. The session is considered cheating (for example, the Tutor is completing assignments or quizzes, writing papers, etc.) and not helping the student learn.
      3. Session reports are not submitted within 24 hours of the end of the session.
      4. The tutor requests or receives payment directly from the client without going through CogniTutor.
      5. The session report information is not accurate.
      6. The client does not have a valid form of payment on file with CogniTutor.
      7. The session is not conducted at a mutually agreed upon location and time.
      8. There was a late cancel or no show and the tutor did not answer all of the questions with necessary details in the session report.
    21. Tutor must act with integrity, great customer service, and prioritize the student and guardian during and relating to the sessions.
    Exhibit B: Service Fees
    Pay Tutors
    $15/hr Base Rate
    Go up 1 tier
    For College graduate, group, travel 16-20 minutes
    Go up 2 tiers
    For 21-25 minutes travel
    Music
    $15/half hour
    *only travel and college/standardized test bonuses can stack (college graduate, teacher, etc. can’t stack)   Students and tutors can meet halfway to lower travel time, but we also offer online tutoring in case travel is too far. Most companies do not compensate for travel so this is just to help out. According to studies on driving, gasoline is $.05-.10/minute which would be at most $2.50 for 25 minutes driving while we compensate $3 for 16-20 minutes driving and $5 for more than that.   We do not include travel time that is added to account for traffic. We cannot accommodate for traffic as it is subject to change and is difficult to track. You will not be paid for time spent in traffic. Travel time will be based on Google Maps.
    PRIVACY POLICY   Revision: 2-10-21   CogniTutor, LLC takes your privacy seriously. We want you to know that you can use our Website and Services with confidence. This policy covers how we treat personal information that CogniTutor collects and receives, including information related to your registration with the CogniTutor organization either as a Tutor or as a Student.   Why we need your personal information:   We need to collect some personal information from you to set up your account with us. Here are some of the things we need your personal information to be able to do:
    • Make your tutoring sessions personal
    • Store all of your past sessions so you can review them at any time
    • Complete your purchases and payments
    • Contact you about your account
    • Ask you for your feedback to help make our service better
    • Respond to your email requests for information and/or customer service
    You trust us with your Personal Information. So, we do everything we can to make sure your information is safe in our systems. Some things we will NOT do are:
    • We will NOT sell your personal information to anyone
    • We will NOT send you newsletters or promotional mail or email if you tell us not to
    Types of Information Collected We will collect information such as your name, address, email address, other contact information, payment information, surveys and other information input into the Website; automatic information (data resulting from your activity such as transaction information, IP address, log in, passwords and browsing activity); mobile information (location services); and information from other sources. We may also gather additional information such as the type of device and browser you are using, the IP address of your device, information about your device’s operating system, and additional information associated with your device and browsing activity. We may also gather information collected through cookies, tags, and other technologies.   When your information will and will NOT be released to a third party
    • We will NEVER sell your information to a third party.
    • We may send promotions via mail to our Members, but Members retain the right to opt out of receiving these promotions.
    • We share your personal information with the vendors (companies) that help us process transactions, such as charging your credit card when you make purchases.
    • If your parents and/or your school pay for/subsidize any of your tutoring, we may share your Personal Information with them at their request. This may include the content of any (or all) of your tutoring sessions (transcripts) as well as the written comments you leave in post-session surveys. For the purposes of our Privacy Policy, your school is considered to be subsidizing your tutoring if it has negotiated a special price or trial offer for its students. On the other hand, if you pay us for your own account, without the involvement of your parents or your school, we will not share your Personal Information with them.
    • If we have reason to believe that disclosing your Personal Identification is required by law, is reasonable to protect someone from possible injury, or as part of a internal or external legal investigation, we may do so.
    • Periodically, we may encourage our Members to complete surveys to help us provide better services. Your personal information will remain confidential even if a third party conducts the survey.
    Additional Technologies   We may also use additional technologies such as pixel tags, web beacons, and clear GIFs, and may permit our third party service providers to use these technologies. We use these technologies for purposes such as measuring the effectiveness of our advertisements or other communications, determining viewing and response rates, and determining which offers to present to you on our own or on third party sites.   Credit Card Policy   While we make every effort to ensure the integrity and security of our network and systems, we cannot guarantee that our security measures will prevent third-party "hackers" from illegally obtaining this information.   In the unlikely event that you experience unauthorized use of your credit card, promptly report the fraudulent activity to your credit card company. Under the Fair Credit Billing Act, you are only liable for the first $50 of the fraudulent charges. Please check with your credit card company to verify specific terms and conditions.   Online Advertisements   We occasionally display online advertisements on our Website and in our newsletters and alerts. We share aggregated and non-identifying information about our Visitors and Members collected through the registration process as well as through online surveys and promotions with these advertisers. Additionally, in some instances, we use this aggregated and non-identifying information to deliver tailored advertisements. For instance, an advertiser might tell us the audience they want to reach (for example, males between 25 and 55 years of age) and provide us with an advertisement tailored to that audience. Based upon the aggregated and non-identifying information we have collected, we may then display the advertisement to the intended audience. However, we do not share personal information about Visitors or Members with these advertisers to be used for other purposes.   Responses to Email Inquiries   When Visitors or Members send email inquiries to us, we use the return email address to answer the email inquiry we receive. We do not use the return email address for any other purpose and do not share the return email address with any third party.   Our Commitment to Data Security   Services and websites we sponsor have security measures in place to protect the loss, misuse, and alteration of the information under our control. While we make every effort to ensure the integrity and security of our network and systems, we cannot guarantee that our security measures will prevent third-party "hackers" from illegally obtaining this information.   Changing or Removing Your Information   Upon request, we provide site visitors with access to all information (including proprietary information) that we maintain about them. Upon request, we offer visitors the ability to have any and all inaccuracies corrected in contact information, financial information, unique identifiers, transaction information, communications that the consumer/visitor has directed to the site, and other aggregate and non-aggregate information related to the consumer/visitor. You may request that CogniTutor no longer store whatever information is collected about you by contacting CogniTutor using any of the methods listed below.   Contact CogniTutor   Leave a comment on CogniTutor.com   Email us at support@CogniTutor.com   Changes to This Policy   From time to time, we may use customer information for new, unanticipated uses not previously disclosed in our privacy notice. Please check these terms frequently, as they are subject to revision by CogniTutor from time to time. If you feel that this site is not following its stated information policies, or if you have any other questions or concerns regarding these privacy policies, you may contact us using any of the methods listed above.   Links Policy We may include links to web sites outside of our web site. These links are provided to offer users further relevant information, which you may wish to explore.   We are not responsible for the content of external web sites. The inclusion of a link to a third party web site from our website or service should not be understood as an endorsement or authorization of any content, concepts, offers, advertising or any other content or information. Many of these other websites may send their own cookies to users, collect data, or solicit personal information and we do not guaranty the security of any information that you may disclose.
    Disclosure of Your Information. We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.   We may disclose personal information that we collect or you provide as described in this privacy policy:
    1. To our subsidiaries and affiliates.
    2. To contractors, service providers, and other third parties we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them.
    3. To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by us about our Website users is among the assets transferred.
    4. To fulfill the purpose for which you provide it. For example, if you give us an email address to use the "email a friend" feature of our Website, we will transmit the contents of that email and your email address to the recipients.
    5. For any other purpose disclosed by us when you provide the information.
    6. With your consent.
    We may also disclose your personal information:
    1. To comply with any court order, law, or legal process, including to respond to any government or regulatory request.
    2. To enforce or apply our terms of use and other agreements, including for billing and collection purposes.
    3. If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of CogniTutor, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
    Your California Privacy Rights If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. California's "Shine the Light" law (Civil Code Section § 1798.83) permits users that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to Loni@CogniTutor.com
      No Warranties We do not warrant that our website will operate error-free or that our web site or server is free of computer viruses and other harmful components. If your use of our website results in the need for servicing or replacing equipment or data, we are not responsible for those costs or any related damage.   YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF OUR WEB SITE. WE ARE PROVIDING OUR WEB SITE "AS IS". WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, ABOUT OUR WEB SITE. NEITHER WE NOR ANY OF OUR AFFILIATES OR OUR OR THEIR EMPLOYEES, DIRECTORS, OFFICERS, LICENSEES, REPRESENTATIVES OR AGENTS SHALL BE LIABLE FOR ANY DAMAGES RELATING TO OUR WEB SITE OR THIS PRIVACY POLICY, TO THE GREATEST EXTENT PERMITTED BY LAW, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.   Copyright Information Our web site and all of its content are copyrighted by CogniTutor, LLC and protected by U.S. and international copyright laws. The compilation of content on our website is the exclusive property of CogniTutor, LLC and may not be used for any purpose other than browsing, and using the services and information provided for your own private use. You are only permitted to use our website as expressly authorized by us. Nothing in this Privacy Policy transfers any express or implied right, title, or interest in our web site to you.   Terms of Use, Arbitration and Governing Law   If you have any concern about privacy at our Website or from our Services, please contact us with a thorough description, and we will try to resolve it. Our business changes constantly, and our Privacy Policy and the Terms of Use will change also. We may e-mail periodic reminders of our notices, terms and conditions, but you should check our Website frequently to see recent changes. Unless stated otherwise, our current Privacy Policy applies to all information that we have about you and your account.   The terms and conditions of this Privacy Policy and the agreement it creates, shall be governed by and interpreted according to the laws of the State of Florida without applying the State's conflict-of-law principles). We reserve the right to bring any civil action in Florida, arising from your violation of the terms and conditions of this Privacy Policy and Terms.   If any provision of this Privacy Policy is unlawful, void, or unenforceable, it will not affect the validity and enforceability of any remaining provisions. This is the entire Privacy Policy regarding all the matters that have been discussed in the preceding paragraphs.   Copyright © CogniTutor, LLC, 2014-2021. All rights reserved.   USE OF THIS WEBSITE OR OUR SERVICES SIGNIFIES YOUR AGREEMENT TO THE TERMS AND PRIVACY POLICY.

    By typing in Tutor’s name and date below, Tutor affirms that he or she has read and understood the Independent Contractor Agreement for Tutor and agrees to and accepts all of the terms and conditions contained therein.

    Signature: Date:

    I understand that CogniTutor monitors in-person and online sessions by speaking frequently with guardians, students, and more. If an independent contractor working with CogniTutor is falsifying time met with students, CogniTutor may be forced to take legal action.