Learning Lot — Terms of Use

Definitions

"User" means any person who accesses or uses the Services. "Family" means a parent, guardian, or household that uses the Services to find or engage a Tutor. "Tutor" means an independent provider who participates in the Learning Lot network. "Platform" means the Learning Lot website, application, and associated online features. "Session" means any tutoring, instructional, or group learning activity between a Tutor and one or more students, whether arranged through the Platform or through concierge introduction. "Introduction" means any connection Learning Lot facilitates or proposes between a Family and a Tutor, or between Families. Introductions may be referred to as " matches" on the Platform and in our marketing; the two terms mean the same thing.

1. Description of Services; Limitations; Responsibilities

1.1 What Learning Lot Provides

Learning Lot offers a range of services designed to connect families with independent tutors and to support local, small-group learning. These services may include, in whole or in part:

(a) Concierge matching. We speak with Families to understand a child's interests, strengths, goals, and scheduling needs, and we thoughtfully introduce Tutors from our network who may be a good fit. We may also introduce Families to one another where a shared learning group appears appropriate.

(b) The Learning Lot platform. We operate a website and online platform through which Tutors may create and maintain a profile, Families may browse and search for Tutors, and matching recommendations may be generated. Platform access may be offered to Families on a subscription basis.

(c) Communications and community. We may facilitate communications between Tutors and Families, share informational content, host events, and operate newsletters or community channels.

Learning Lot may add, modify, suspend, or discontinue any of these services at any time, with or without notice. Nothing in these Terms obligates Learning Lot to provide any particular service, Introduction, Session, or opportunity to any User.

Except where Learning Lot expressly states in writing that it is providing instruction directly, Learning Lot does not provide tutoring, teaching, childcare, supervision, or educational instruction of any kind.

1.2 What Learning Lot Is Not

Learning Lot is not, and does not act as:

• An employer, joint employer, or engager of services of any Tutor
• A staffing agency, employment agency, or placement service
• A school, childcare provider, or licensed educational institution
• A party to any agreement between a Family and a Tutor
• A guarantor, escrow agent, or insurer of any payment, service, or outcome

Learning Lot does not direct or control the work of any Tutor. We do not set Tutor rates, dictate schedules, prescribe curriculum or teaching methods, evaluate instruction, or supervise Sessions.

Learning Lot recommends and introduces potential matches between Families and Tutors based on stated interests, age, location and availability. A recommendation is a proposal only. Both the Tutor and the Family are free to decline any Introduction, for any reason, and a Tutor who declines an Introduction is not penalized for doing so. Tutors exercise independent professional judgment in all aspects of the services they provide.

1.3 Limitations on Learning Lot's Role

(a) Limited review; no endorsement. Learning Lot conducts only a limited, informal review of prospective Tutors. The nature and extent of that review varies from tutor to tutor and is at Learning Lot's sole discretion. It may include a conversation or interview, an introductory Session designed to allow the Tutor and Family to assess mutual fit, a recommendation from a tutor already in our network, or prior personal knowledge of the individual. Except as described in Section 1.3(f), Learning Lot does not verify credentials, qualifications, employment history, or references.

Learning Lot makes no representation, warranty, endorsement, or guarantee regarding any Tutor's qualifications, character, fitness, reliability, or suitability, and no such representation should be inferred from a Tutor's inclusion in our network, presence on the Platform, or any status indicator displayed on a Tutor's profile.

(b) No screening of Families. Learning Lot does not interview, screen, verify, or conduct background checks on Families, parents, guardians, household members, or any other person present at a Session location.

(c) No supervision of Sessions. Learning Lot does not attend, observe, monitor, record, or supervise Sessions, whether one-on-one or in a group, and whether or not Learning Lot assisted in coordinating the Session. Learning Lot has no ability to control what occurs during a Session.

(d) No verification of information. Learning Lot does not independently verify information provided by Users, including qualifications, experience, references, availability, location, or stated needs. Information displayed on the Platform is provided by Users and is their responsibility.

(e) No guarantee of outcomes or opportunity. Learning Lot does not guarantee any educational or academic outcome, any number of Introductions, any volume of work, or any level of income.

(f) Background check status. Learning Lot may require Tutors to complete a criminal background check through a third-party screening provider before appearing on the Platform and may require updated background checks periodically thereafter. Where a Tutor has completed a check, their profile will indicate that fact and the date of completion.

A background check status indicator means only that the named provider returned a report on the date shown and that the result satisfied Learning Lot's then-current eligibility criteria. It is not a guarantee of any Tutor's character, fitness, or safety. It is not a statement about conduct occurring before or after the date shown that was not captured in the report. It is not a substitute for a Family's own evaluation of a Tutor.

The absence of a status indicator does not mean a Tutor has failed a check. It may mean a check has not been completed, is in progress, or was not required.

Background checks are inherently limited. They do not capture conduct that was never reported, charged, or recorded, and coverage varies by jurisdiction and by the scope of the product used. Learning Lot does not independently verify the accuracy or completeness of any report and is not responsible for errors or omissions in it.

1.4 Family Responsibilities

Families, not Learning Lot, are solely responsible for interviewing, evaluating, vetting, and selecting any Tutor they choose to engage; for verifying a Tutor's qualifications, references, and background to their own satisfaction; for determining the level of parental or guardian supervision appropriate for each Session and complying with the supervision requirements in the Family Addendum; for ensuring a safe Session environment; and for negotiating and fulfilling all payment arrangements with the Tutor.

Learning Lot's role in making an Introduction does not transfer any of these responsibilities to Learning Lot. A Family's decision to engage a Tutor is that Family's decision alone.

Additional Family obligations are set out in the Family Addendum.

1.5 Tutor Responsibilities

Tutors are solely and fully responsible for their own conduct and for the services they provide, including all acts and omissions before, during, and after any Session; the appropriate care and supervision of each student during any period in which the student has been entrusted to the Tutor; the content, accuracy, appropriateness, and quality of all instruction and materials; the accuracy of their stated qualifications and credentials; compliance with all applicable laws, including those governing work with minors and mandated reporting; and all taxes, insurance, licensing, and business expenses associated with their services.

Additional Tutor obligations, including conduct standards and safety requirements, are set out in the Tutor Addendum.

1.6 Assumption of Risk

You acknowledge that Sessions occur in private homes, public spaces, and other locations that Learning Lot does not own, operate, inspect, or control, and that in-person educational activities involve inherent risks.You knowingly and voluntarily assume all risks associated with your use of the Services and with any Session in which you or your child participates, and you agree that Learning Lot is not responsible for any injury, loss, or damage arising from those risks.

2. Eligibility and Accounts

(a) You must be at least 18 years of age to create an account or use the Platform. By creating an account, you represent and warrant that you are at least 18 years old. Children may participate in Sessions only through arrangements made by a parent or legal guardian and may not create an account, log in to, or otherwise use the Platform directly.

(b) You agree to provide accurate, current, and complete information when creating an account and to keep it updated.

(c) You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us immediately at hello@learninglot.co of any unauthorized use.

(d) You may not create an account on behalf of another person without their authorization, or create an account after having been removed from the Services. You may hold both a Family account and a Tutor account, in which case both the Family Addendum and the Tutor Addendum apply to you. Otherwise, you may not maintain more than one account of the same type without our permission.

3. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of these Terms
• Provide false, misleading, or fraudulent information
• Impersonate any person or misrepresent your affiliation with any person or entity
• Harass, threaten, defame, abuse, or discriminate against any User
• Post or transmit content that is unlawful, obscene, hateful, or harmful to minors
• Collect or harvest information about other Users, or use another User's information for any purpose outside the Services
• Use the Services to advertise, solicit, or promote unrelated products, services, or business ventures
• Circumvent, disable, scrape, reverse engineer, or interfere with the Platform or its security features
• Use automated means to access the Services without our written permission

We may investigate and take action, including suspension or removal, for any suspected violation.

4. Content and Intellectual Property

(a) Your content. You retain ownership of content you create and submit, including profiles, photos, reviews, messages, and instructional materials.

(b) License to us. By submitting content to Learning Lot, you grant us a non-exclusive, royalty-free, worldwide, sublicensable license to use, host, store, reproduce, display, and distribute that content for the purpose of operating, improving, and promoting the Services. You may revoke this license by removing the content or closing your account, except that we may retain copies as reasonably necessary for backup, archival, legal, or compliance purposes and may continue to use materials already incorporated into content or materials created before the revocation.

(c) Your warranties. You represent that content you submit is yours to share, is accurate, and does not infringe any third party's rights.

(d) Our intellectual property. The Learning Lot name, logo, branding, Platform, and all associated content are owned by Learning Lot and protected by intellectual property law. You may not use, copy, or create derivative works from them without our prior written permission.

(e) Children's images and work. No User may publish, post, or share any photograph, recording, or work product of a minor without the prior written consent of that child's parent or guardian, and no User may publicly identify a minor.

5. Privacy

Your use of the Services is subject to our Privacy Policy (https://www.learninglot.co/privacy), which describes how we collect, use, disclose, and protect personal information in connection with the Services.

Personal information you provide through the Services, including information provided about a child, will be collected, used, and disclosed as described in our Privacy Policy.

Users who receive personal information about another User — including any information about a child — may use it only for the purpose of the Session or Introduction to which it relates, and may not disclose it to any third party. These obligations survive termination.

Where Learning Lot obtains background check results relating to a Tutor, those results are treated as confidential and used solely to assess suitability for the network. Only limited status information, such as the fact and date of completion, may be displayed to Families as described in our Privacy Policy.

6. Fees and Payments

(a) Learning Lot fees. Fees for Platform access, matching, concierge services, subscriptions, or other Learning Lot services are as disclosed to you at the time of purchase. Any additional billing, renewal, cancellation, or refund terms applicable to Families are set out in the Family Addendum or presented to you at the time of purchase.

(b) Payments to Tutors. Learning Lot does not currently process, collect, hold, or disburse payments between Families and Tutors. Compensation is negotiated and paid directly between the Family and the Tutor.

(c) No responsibility for payment disputes. Learning Lot is not a party to, and bears no responsibility for, any payment arrangement or dispute between a Family and a Tutor, including non-payment, late payment, or disagreement over rates or hours.

7. Disclaimers

(a) THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Services will be uninterrupted, secure, or error-free.

(b) Learning Lot does not warrant, endorse, or guarantee any User, Tutor, Family, Introduction, Session, or the conduct of any User, whether online or offline.

(c) Learning Lot does not guarantee any educational, academic, or developmental outcome. Educational progress depends on many factors beyond our control.

(d) Nothing provided by Learning Lot constitutes legal, tax, medical, psychological, or other professional advice.

8. Indemnification

You agree to indemnify, defend, and hold harmless Learning Lot, Inc., its officers, directors, employees, agents, and affiliates from and against any claims, demands, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms or any applicable Addendum; (b) your violation of applicable law or any third-party right; (c) content or information you provide through the Services; or (d) your acts or omissions in connection with your use of the Services or any Session, to the extent caused by you.

This obligation survives termination.

9. Limitation of Liability

To the fullest extent permitted by law:

(a) LEARNING LOT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, INCOME, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) LEARNING LOT'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNT YOU PAID TO LEARNING LOT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS ($100).

(c) LEARNING LOT IS NOT LIABLE FOR ANY INJURY, LOSS, PROPERTY DAMAGE, MISCONDUCT, NEGLIGENCE, ABUSE, OR OTHER ACT OR OMISSION OF ANY TUTOR, FAMILY, STUDENT, PARENT, GUARDIAN, OR THIRD PARTY, whether or not introduced, coordinated, or promoted through the Services.

(d) Some jurisdictions do not allow certain limitations, so portions of this section may not apply to you. Nothing in these Terms limits liability that cannot be limited as a matter of law.

10. Dispute Resolution — Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND LEARNING LOT CAN BRING CLAIMS AGAINST EACH OTHER. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED BELOW, YOU AND LEARNING LOT AGREE TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND YOU AND LEARNING LOT EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

(a) Informal resolution first. Before initiating arbitration, you agree to contact us at hello@learninglot.co and provide a brief written description of the dispute and the relief you are requesting. You and Learning Lot agree to attempt in good faith to resolve the dispute informally. If the dispute is not resolved within thirty (30) days after receipt of the notice, either party may proceed with arbitration as described below.

(b) Binding arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms, any applicable Addendum, the Services, or your relationship with Learning Lot (collectively, "Disputes") will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") in accordance with its then-current Consumer Arbitration Rules and Mediation Procedures (the "AAA Rules"), as modified by this Section 10. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. This means that you and Learning Lot each waive the right to a trial by jury. The arbitrator, and not any court or agency, will have authority to resolve a Dispute and award any remedy that would otherwise be available in court, subject to the limitations in these Terms and applicable law.

(c) Exceptions. Notwithstanding the foregoing:

• either party may bring an individual claim in small claims court if the claim qualifies and remains in that court on an individual, non-class, and non-representative basis;
• either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of its intellectual property rights; and
• nothing in this Section requires arbitration of any claim that applicable law prohibits from being subject to mandatory arbitration.

(d) Class action waiver. YOU AND LEARNING LOT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless you and Learning Lot agree otherwise in writing, the arbitrator may not consolidate the claims of more than one person or otherwise preside over any form of class, collective, consolidated, or representative proceeding.

(e) Arbitration Process. A party wishing to initiate arbitration must submit a written demand for arbitration in accordance with the AAA Rules. The arbitrator will be selected in accordance with the AAA Rules. Unless the parties agree otherwise, the arbitration will be conducted remotely by telephone, videoconference, or based on written submissions where permitted by the AAA Rules. If an in-person hearing is required, it will take place in San Francisco, California, unless applicable law or the AAA Rules require otherwise.

(f) Arbitration Fees. Payment of filing, administrative, and arbitrator fees will be governed by the AAA Rules and applicable law. Learning Lot will pay any fees that it is required to pay under the AAA Rules or applicable law.

(g) Arbitrator's Decision. The arbitrator will apply applicable substantive law consistent with the Federal Arbitration Act, will honor applicable statutes of limitations and legally recognized privileges, and will issue a written award in accordance with the AAA Rules. Judgment on the award may be entered in any court having jurisdiction. Any award of damages will be subject to Section 9 (Limitation of Liability) to the extent permitted by applicable law.

(h) Right to Opt Out. You may opt out of this agreement to arbitrate and the class action waiver by emailing hello@learninglot.co with the subject line "Arbitration Opt-Out" within thirty (30) days after you first accept these Terms. Your notice must include your full name and the email address associated with your Learning Lot account. Opting out will not affect your ability to use the Services. If you timely opt out, you and Learning Lot may resolve Disputes in the courts otherwise having jurisdiction over them.

(i) Severability. If any portion of this Section 10 is found unenforceable, that portion will be severed or modified to the minimum extent necessary, and the remaining portions will remain in effect; provided that if the Class Action Waiver in subsection (d) is found unenforceable as to a particular claim or request for relief, that claim or request for relief will proceed in a court of competent jurisdiction rather than in arbitration.

11. Term and Termination

(a) These Terms apply for as long as you use the Services.

(b) You may stop using the Services or close your account at any time.

(c) We may suspend, restrict, or discontinue your access to the Services or Platform at any time, subject to applicable law. We may do so immediately for conduct we reasonably believe endangers a child or other person, violates applicable law, or materially breaches these Terms or an Addendum.

(d) Termination does not automatically terminate any existing arrangement between a Family and a Tutor.

(e) Sections 1.6, 4, 5, 7, 8, 9, 10, and 12, and any surviving provisions of an applicable Addendum, survive termination.

12. General Provisions

(a) Governing law. These Terms are governed by the laws of the State of California, without regard to conflict of law principles.

(b) Changes. We may update these Terms from time to time. We will provide reasonable advance notice of material changes by email, through the Platform, or by another reasonable method. Where required by applicable law, or where we determine that a change is sufficiently material, we may require you to affirmatively accept the updated Terms before continuing to use some or all of the Services. Otherwise, your continued use of the Services after the effective date of the updated Terms constitutes acceptance of the changes.

(c) Entire agreement; effect on prior terms. These Terms, together with the applicable Addendum and the Privacy Policy, constitute the entire agreement between you and Learning Lot regarding your use of the Services. From the date you accept them, they replace any prior terms between us. They apply prospectively only — conduct, Sessions, and transactions occurring before your acceptance remain governed by the terms in effect at that time.

(d) Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect.

(e) No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.

(f) Assignment. You may not assign these Terms. We may assign them in connection with a merger, acquisition, or sale of assets.

(g) Force majeure. Learning Lot is not liable for failure to perform due to causes beyond its reasonable control.

(h) Notices. We may provide notice by email to the address associated with your account or by posting on the Platform.

13. Contact

Learning Lot, Inc.

60 29th Street #303

San Francisco, CA 94110

United States

hello@learninglot.co