Last Updated: July 3, 2019
This is a legal agreement ("Agreement") between you (“Independent Instructor”) and Virtu.Academy, LLC ("Virtu.Academy"). The parties expressly agree to transact and enter into this Agreement by electronic means.
1. Permission to use Virtu.Academy's marketplace.
Independent Instructor acknowledges that Virtu.Academy provides an Internet-based marketplace for individuals seeking the services of a private music instructor to identify and retain the services of individuals seeking to provide music instruction. By entering into this Agreement, Independent Instructor seeks permission to access Virtu.Academy's marketplace subject to the terms and conditions set forth in this Agreement. Virtu.Academy does not guarantee Independent instructors will receive any number of students. While we provide a network of potential students around the country, self-promotion has been shown to greatly increase the number of students.
2. Instructor status.
Independent Instructor and Virtu.Academy acknowledge that this Agreement is nonexclusive and Independent Instructor is free to engage in and simultaneously perform any employment or other services during the pendency of this Agreement. Nothing herein precludes Independent Instructor from advertising or providing Independent Instructor's services to the general public. Independent Instructor may not advertise or offer to sell any goods or services for any commercial purpose on the Service that are not relevant to providing services on an independent basis.
4. Hours/Cancellation Fee.
Independent Instructor shall set Independent Instructor's own hours. Independent Instructor shall set the required hours in advance for cancelation or rescheduling. If an independent instructor's student cancels or reschedules the lesson less than the required hours in advance for cancelation or rescheduling, the independent instructor will receive payment and is not required to reschedule the session. If the lesson begins after the scheduled start time for any reason other than the student arriving late, the lesson must occur for the the full 30 or 60 minutes, as originally scheduled.
5. Platform Fee.
Independent instructor agrees to set a session rate of $19.00 per half hour lesson and $39 per hour lesson. Independent Instructor consents to pay a fee for the use of the Service (“Platform Fee”) and authorizes Virtu.Academy to deduct the Platform Fee directly from the Instructor's Students’ payments Virtu.Academy collects on behalf of Independent Instructor. The Platform Fee shall be $4 fee per half hour lesson or $9 per hour lesson. Independent Instructor agrees that under no circumstances will Independent Instructor attempt to seek or receive compensation directly from Instructor's Students.
6. Payment system.
Independent Instructor agrees to abide by Virtu.Academy's Conditions for guaranteeing receipt of payment for student lessons and agrees not to subvert the payment system or to divert funds ordinarily payable to Independent Instructor through Virtu.Academy. Prior to commencing lessons or meeting with Instructor's Students for any purpose, Independent Instructor must verify with Virtu.Academy that the prospective Instructor's Student has purchased the appropriate lesson through Virtu.Academy. Virtu.Academy is not responsible for payments for sessions given before a prospective Instructor's Student has purchased the lesson through Virtu.Academy. If requested by Instructor's Student and agreed to by Independent Instructor, then Independent Instructor will include a summary of service performed with the length of the session reported for solely for Instructor's Student’s use. Subject to the review by the Instructor's Student and Virtu.Academy of the session times completed, Independent Instructor shall receive payment in accordance with Virtu.Academy's Conditions for guaranteeing receipt of payment for student lessons.
Independent Instructor acknowledges that Virtu.Academy will not reimburse Independent Instructor for any expenses incurred by Independent Instructor related to Independent Instructor's rendering of services, including, without limitation, expenses associated with preparing for and administering sessions and educational and other materials.
Independent Instructor acknowledges that Virtu.Academy will not provide any supplies, materials or equipment required by Independent Instructor to complete the services for which Instructor's Student retained Independent Instructor.
Independent Instructor is responsible for all federal, state, and/or local taxes due as a result of the services Independent Instructor provides to Instructor's Students. Neither federal, nor state, nor local income tax, nor payroll tax of any kind shall be withheld by Virtu.Academy on behalf of Independent Instructor. Independent Instructor understands that it is Independent Instructor's responsibility to pay any applicable taxes.
Independent Instructor acknowledges that Independent Instructor is engaged in an independent business and not as an employee, and is not eligible to participate in any pension, health, or other fringe benefits plan of Virtu.Academy.
No Workers' Compensation Insurance shall be obtained by Virtu.Academy for Independent Instructor. Independent Instructor understands that it is Independent Instructor's responsibility to comply with the Workers' Compensation Law. Independent Instructor further understands it is Independent Instructor's responsibility to obtain any other insurance coverage applicable to the services Independent Instructor provides to Instructor's Students.
Independent Instructor acknowledges that, during the performance of services, Independent Instructor may have access to information relating to student's identity, address, contact information, and other personal information or requests for services ("Confidential Information"). Independent Instructor agrees that Independent Instructor owes a duty to Instructor's Students, during the term of this Agreement and thereafter, to hold all such Confidential Information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the services consistent with this Agreement. Without limiting the foregoing, in no event shall Independent Instructor use Confidential Information or any other information to contact Instructor's Student except as necessary in carrying out the services consistent with this Agreement. As part of the on-boarding process, independent instructors must share their Google, iCloud or other digital calendars with Virtu.Academy. Virtu.Academy will have access to view, modify, add, and remove all events on the calendars. Calendars will only be visible by Virtu.Academy (other than times marked as free or busy which are accessible by anyone who views Virtu.Academy's webService), and Virtu.Academy will keep details about any events confidential.
13. Indemnity and hold harmless clause.
Independent Instructor agrees to indemnify and hold harmless Virtu.Academy, its subsidiaries, affiliates, other independent contractors and their respective directors, officers, employees and agents, from and against any and all claims, losses, expenses, costs, liabilities and damages (including any legal fee and expenses), any and all injuries, whether direct, consequential or incidental in nature, which result from, are connected with or arise out of the performance by Independent Instructor of work performed in relation to this Agreement, including any breach of Independent Instructor’s representations and warranties contained in this Agreement and any act by Independent Instructor inconsistent with Independent Instructor's obligations and duties under this Agreement. Independent Instructor understands that Virtu.Academy offers an Internet-based marketplace for individuals seeking the services of a private music instructor to identify and retain the services of individuals seeking to provide music instruction. Accordingly, Virtu.Academy makes no representations to Independent Instructor about the suitability, character or background of any Virtu.Academy user (including, without limitation, Instructor's Students or their parents or guardians), nor does Virtu.Academy perform any type of background check of users (including, without limitation, Instructor's Students or their parents or guardians). It is Independent Instructor's sole duty to exercise Independent Instructor's own judgment, protocols and/or standards when considering whether to engage in services with a potential Instructor's Students. Independent Instructor understands and agrees that it is Independent Instructor's responsibility to conduct any and all background and reference checks regarding potential Instructor's Students and other Service users. Independent Instructor is never obligated by Virtu.Academy to pursue any opportunity.
14. Your License to Us.
As between Independent Instructor and Virtu.Academy, Independent Instructor owns the documents created or received by Independent Instructor in connection with the administration of services performed hereunder ("Instructor Documents"). Independent Instructor grants Virtu.Academy a worldwide, perpetual, transferable and sublicensable right to use, copy, modify, distribute, publish, and process, Instructor Documents without any further consent, notice and/or compensation to you or others. Independent Instructor represents and warrants that the Instructor Documents do not infringe the intellectual property rights of any third party and that Independent Instructor has the full right, power and authority to perform the obligations specified in this Section.
15. Virtu.Academy Marks.
Independent Instructor agrees that any trademarks, tradenames, logos, service marks and/or other indicia of Virtu.Academy (collectively, the “Virtu.Academy Marks”) and any materials provided to Independent Instructor by Virtu.Academy hereunder shall be owned exclusively by and shall inure solely to the benefit of Virtu.Academy. Independent Instructor further agrees that it will not claim any right in or to the Virtu.Academy Marks and/or such materials. Independent Instructor shall not use or modify any Virtu.Academy Marks or such materials without the prior written approval of Virtu.Academy in each instance.
Independent Instructor may not assign or transfer this Agreement without the prior written consent of Virtu.Academy.
17. Academic Dishonesty.
Independent Instructor agrees not to use the Service to engage in academic dishonesty (e.g., completing assignments, taking auditions, taking tests on someone’s behalf, or work completion in violation of conduct policies of a school, university, academic institution or workplace) or other misconduct involving a Instructor's Student.
18. Deactivation of Platform Use.
Independent Instructor may deactivate their account at any time. Virtu.Academy may deactivate an Independent Instructor's account for the following reasons:
(a) Independent Instructor's failure to meet Virtu.Academy's platform vetting requirements.
(c) Virtu.Academy's good faith belief of Independent Instructor's misappropriation of Instructor's Students from the Service for Independent Instructor's own pecuniary gain.
(d) Virtu.Academy's good faith belief of entry of a restraining order or conviction of any felony or misdemeanor involving violence, sexual conduct, conduct involving a minor, abuse, fraud, larceny, or endangerment.
(e) Independent Instructor's failure to cooperate in good faith to resolve an Instructor's Student’s complaint or excessive complaints.
(f) Independent Instructor's repeated failure to respond timely to direct contacts.
(g) Virtu.Academy's good faith belief of any inappropriate conduct, including romantic behavior, sexual behavior, harassment, discrimination, violence, or any other conduct Virtu.Academy deems inappropriate, by the Independent Instructor. No romantic or sexual behavior or any behavior that could be perceived by a student or parent as romantic or sexual behavior will be tolerated, and the Independent Instructor’s account will immediately be deactivated.
(h) Independent Instructor's repeated rescheduling or tardiness to scheduled lessons due to avoidable causes, including failure to maintain an up-to-date calendar.
(i) For any other reason on 30 days written notice to Independent Instructor.
In the event Virtu.Academy terminates Independent Instructor's platform use, Virtu.Academy will provide an email notification of deactivation.
This Agreement may only be amended or modified by a writing which makes express reference to this Agreement as the subject of such amendment and which is signed by Independent Instructor and, on behalf of Virtu.Academy, by its duly authorized officer. The parties agree that any amendment or modification hereunder may be transacted by electronic means provided that any such amendments or modifications otherwise comply with the requirements in this paragraph.
If any term, provision, covenant or condition of this Agreement or part thereof, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant, or condition shall remain in full force and effect, and any such invalid, unenforceable or void term, provision, covenant or condition shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same and the remainder of this Agreement valid, enforceable and lawful.
22. Governing law.
This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to conflict of law rules.
24. Entire agreement.
This Agreement contains the entire agreement and understanding between the parties hereto in respect to the subject matter hereof and supersedes, cancels and annuls any prior or contemporaneous written or oral agreements, understandings, commitments, and practices between them respecting the subject matter hereof, including all prior agreements, if any, between Virtu.Academy and Independent Instructor, which agreement(s) hereby are terminated and shall be of no further force or effect.
By registering to be listed as an Instructor on Virtu.Academy ("the webService," "webService," "Virtu.Academy"), you (“instructor”) agree that the following terms and conditions will govern all payments made to you by students through the Virtu.Academy system.
Conditions for guaranteeing receipt of payment for student lessons
Timing And Delivery Of Payments
If all the Conditions for guaranteeing receipt of payment for student lessons are met, instructors can expect to receive their funds according to the following schedule. If there are questions about any of the conditions, payments may be delayed while Virtu.Academy attempts to resolve the questions. a) By default, a Instructor is paid by Paypal to the Paypal address on file. The address is entered into the system by the Instructor during the signup process and can be amended at any time thereafter by the Instructor. Payment will be distributed by Paypal unless an alternative payment delivery method has been set up with Virtu.Academy. Payments are generally distributed on the 1st and 15th of each month or the following business day in case of weekends and bank holidays. In order for a lesson payment to be included in a particular pay period, that lesson must have occurred before 12:00am EST on the date payments are distributed.
Social Security number requirement
a) Prior to payments made in an amount of greater than $600, annually, Instructors must submit to Virtu.Academy a valid Social Security Number ("SSN"). Such payments will be withheld by Virtu.Academy until the SSN is received, and the payments will be released with the next scheduled payment. b) Instructors may use an Employer Identification Number ("EIN") issued by the Internal Revenue Service in place of a SSN for payment reporting purposes only. To use an EIN, an instructor must complete, sign and submit to Virtu.Academy an IRS Form W-9.
Calculation of Instructor payment amounts
a) Rates for lessons are set by Virtu.Academy and can change with consent of instructors.
b) All Instructors agree to accept an hourly rate of $30. The remaining payment will be retained by Virtu.Academy