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Independent Tutor Agreement

Wiingy Platform | Freelance Service Terms & Conditions
IMPORTANT: PLEASE READ THIS AGREEMENT IN ITS ENTIRETY BEFORE USING THE PLATFORM. By creating an account on the Wiingy platform, completing the tutor registration process, or otherwise accessing or using the platform in the capacity of a tutor, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions set forth in this Independent Tutor Agreement (this "Agreement"). This Agreement establishes the terms under which you, as an independent contractor, may access and use the Wiingy platform to offer freelance tutoring services. No employment, agency, or partnership relationship is created by this Agreement. If you do not agree to any provision of this Agreement, you must not register on or use the platform. Your continued use of the platform following the publication of any amendment to this Agreement shall constitute your acceptance of such amendment. This Agreement contains, among other provisions, a binding arbitration clause (Section 22), a class-action waiver, limitations on liability (Section 18), and an indemnification obligation (Section 19). These provisions affect your legal rights. Please review them carefully.

1. Definitions & Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:
(a) "Agreement" means this Independent Tutor Agreement, as amended from time to time.
(b) "Assignment Help" means any offline project, homework assistance, written work, or other deliverable agreed upon between a Tutor and a User.
(c) "CoTutor AI" means Wiingy's proprietary artificial-intelligence tools and systems designed to enhance teaching quality, generate learning insights, and improve the educational experience on the Platform.
(d) "Confidential Information" has the meaning given in Section 16.
(e) "Lesson" means any live online video session, in-person tutoring session, or other instructional engagement arranged between a Tutor and a User through or in connection with the Platform.
(f) "Platform" means the website at www.wiingy.com, all associated mobile applications, portals, APIs, and any successor sites or applications operated by Wiingy.
(g) "Tutor" means any individual who registers on the Platform to provide Lessons, Assignment Help, or related educational services, and who is bound by this Agreement.
(h) "Tutor Contract" means the contract for the provision of Lessons or Assignment Help concluded directly between a Tutor and a User.
(i) "Tutor Content" means all materials, data, information, text, images, audio, video, transcripts, session recordings, profile details, and any other content provided by, generated by, or about a Tutor in connection with the Platform.
(j) "Tutor Portal" means the dashboard and administrative interface made available to each registered Tutor for managing their profile, payout, and sessions.
(k) "User" means any individual registered on the Platform as a student, learner, or recipient of tutoring services, and where the User is a minor, includes the User's parent or legal guardian.
(l) "Wiingy" means, as applicable to the Tutor's jurisdiction, either Wiingy Inc or Wiingy Private Limited, as further specified in Section 2.
1.2 References to "including" or "includes" shall be construed as illustrative and without limitation. Headings are for convenience only and shall not affect interpretation. Words importing the singular include the plural and vice versa. References to any statute or statutory provision include any subordinate legislation made under it and any amendment, re-enactment, or replacement thereof.

2. Contracting Entity

2.1 Wiingy operates globally. The Wiingy entity with which you are contracting is determined by your country of residence at the time of registration, as set forth below:
Tutor's ResidenceContracting EntityRegistered Address
Worldwide (default)Wiingy Inc8 The Green, Ste A, Dover, DE 19901, United States
India (regional entity)Wiingy Private Limited#334, Startuphuts Arena, 27th Main, Sector 2, HSR Layout, Bangalore 560102, India
2.2 All references to "Wiingy" in this Agreement shall mean the applicable contracting entity identified above. The term "Wiingy" shall, unless repugnant to the context, include its affiliates, subsidiaries, legal representatives, successors-in-interest, and permitted assigns.

3. Scope of Agreement

3.1 This Agreement governs the relationship between Wiingy and each Tutor with respect to the Tutor's registration on, access to, and use of the Platform and the services offered thereon.
3.2 Wiingy operates the Platform as a technology services provider and intermediary, facilitating the arrangement of Tutor Contracts between Tutors and Users. Wiingy does not itself provide tutoring or educational services, and does not become a party to any Tutor Contract. The Tutor acknowledges that Wiingy provides nothing more than an internet-based marketplace for prospective Users to identify and retain the services of prospective Tutors.
3.3 Wiingy reserves the right to amend this Agreement at any time without prior notice or the obligation to state reasons. Amendments shall take effect upon publication on the Platform. It is the Tutor's sole responsibility to review this Agreement periodically. Continued use of the Platform following such publication shall constitute acceptance of the amended terms. In the event of a material change, Wiingy shall endeavour to provide notice via email or an in-platform notification; however, any failure to provide such notice shall not affect the validity or enforceability of the amendment.
3.4 The Tutor's personal data is processed in accordance with Wiingy's Privacy Policy, available at https://wiingy.com/privacy-policy/, which forms an integral part of this Agreement.

4. Registration & Eligibility

4.1 Use of the Platform in the capacity of a Tutor is restricted to individuals who have completed the registration process. Registration is free of charge.
4.2 There is no entitlement to registration. Wiingy reserves the absolute and unconditional right to accept or refuse any application without obligation to state reasons, and to suspend, restrict, or terminate the account of any registered Tutor at any time in its sole discretion.
4.3 The Tutor represents and warrants that: (a) they are at least eighteen (18) years of age; (b) all information provided during and after registration is complete, accurate, and truthful; (c) they possess the legal capacity to enter into this Agreement and to perform services under any resulting Tutor Contract; and (d) they will use the Platform for lawful business purposes only.
4.4 The Tutor shall promptly update their profile information on the Tutor Portal if any details change. Wiingy shall bear no responsibility for any adverse consequences arising from the Tutor's failure to maintain accurate and current information.
4.5 The Tutor is solely responsible for maintaining the confidentiality of their login credentials and for all activities that occur under their account. The Tutor shall not permit any third party to use their account credentials. The Tutor shall notify Wiingy immediately at help@wiingy.com upon becoming aware of any unauthorised use of their account. Wiingy shall not be liable for any loss arising from the Tutor's failure to safeguard their credentials.
4.6 The Tutor shall maintain no more than one active account on the Platform. The creation of duplicate or fraudulent accounts is strictly prohibited and shall constitute a material breach of this Agreement.

5. Nature of Relationship

5.1 Independent Contractor. The Tutor is an independent contractor and not an employee, agent, partner, or joint venturer of Wiingy. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, agency, or franchise. For avoidance of doubt, the Tutor is not, and shall at no time be deemed under this Agreement or otherwise to be, an employee of Wiingy for any purpose whatsoever, including without limitation the application of any labour, employment, social security, tax withholding, workers' compensation, unemployment insurance, pension, or benefits legislation of any jurisdiction.
5.2 No Direction or Control. The Tutor is not subject to Wiingy's direction or control as to the manner, method, or means by which they perform Lessons or Assignment Help. The Tutor acts independently and on their own responsibility. The Tutor determines their own working hours, working methods, and tools. The Tutor is not authorised to legally represent Wiingy in any capacity.
5.3 Non-Exclusivity. This Agreement is non-exclusive. The Tutor is free to engage in any other work or business, whether related or unrelated to tutoring, including with competitors of Wiingy, provided such activities do not conflict with the Tutor's obligations under this Agreement.
5.4 No Benefits. The Tutor shall not be entitled to any benefits that Wiingy may provide to its employees, including without limitation health insurance, life insurance, retirement benefits, paid time off, workers' compensation coverage, or any other employee benefit of any kind.
5.5 Equipment. Wiingy does not provide the Tutor with tools, equipment, or workspace. The Tutor shall procure, at their own expense, all equipment, software, internet connectivity, and any other resources necessary to provide their services.
5.6 Appointment as Intermediary. The Tutor hereby appoints Wiingy as its non-exclusive intermediary to present the Tutor's services on the Platform and to facilitate the conclusion of Tutor Contracts. Wiingy does not guarantee that any Tutor Contract will be arranged.
5.7 Pricing Authority. Wiingy is entitled to determine the pricing of services offered by the Tutor on the Platform and to collect payment from Users in the name and on account of the Tutor. The Tutor acknowledges that Wiingy's pricing decisions are final and at Wiingy's sole discretion.
5.8 Classification Acknowledgement. The Tutor expressly acknowledges and agrees that they have entered into this Agreement freely and voluntarily, and that the independent-contractor classification accurately reflects the economic reality of the relationship. The Tutor agrees not to assert, in any forum or proceeding, that the Tutor is or was an employee of Wiingy or that Wiingy is or was a joint employer with respect to the Tutor's services. In the event that any governmental body, court, or tribunal determines that the Tutor is an employee of Wiingy notwithstanding this Section 5, the Tutor agrees that the terms of this Agreement shall apply to the fullest extent permitted by applicable law and that the Tutor shall indemnify Wiingy for any back-taxes, penalties, benefits, contributions, or other costs imposed as a result of such reclassification.

6. Tutor Obligations & Standards of Conduct

6.1 Service Delivery. Upon acceptance of a session request or Assignment Help engagement, the Tutor shall fulfil such engagement in accordance with the Tutor Contract, applicable law, and the standards of professionalism reasonably expected of an educator in the relevant subject area.
6.2 Demo Sessions. Prior to the conclusion of a Tutor Contract, the Tutor shall, upon acceptance of a session request, provide one complimentary demonstration session. No compensation shall be payable for demo sessions.
6.3 Substitution. The Tutor is not obligated to perform services personally and may arrange for a suitable, qualified substitute, provided the substitute meets Wiingy's standards and assumes the obligations of this Agreement with respect to the relevant Tutor Contract.
6.4 Transcript and Recording. The Tutor shall keep the transcript feature enabled at all times during online Lessons. This is mandatory for safeguarding participants, maintaining transparency, generating records for dispute resolution, and providing data for CoTutor AI (Section 12). Failure to comply shall render the Tutor ineligible for compensation for that session. Wiingy may, at its sole discretion, record, monitor, or join Lessons for quality assurance, training, safety, and product-improvement purposes.
6.5 Compliance with Law. The Tutor shall observe all laws, regulations, and professional standards applicable to the performance of their services in every jurisdiction in which they operate, including those relating to intellectual property, data protection, safeguarding of minors, consumer protection, and anti-corruption.
6.6 Content Integrity. The Tutor warrants that any content they post, share, or use on the Platform does not infringe the rights of any third party. Re-use of another Tutor's content without express written consent is strictly prohibited.
6.7 Prohibited Conduct. The Tutor shall not:
  1. Post or distribute racist, pornographic, obscene, defamatory, threatening, violent, or otherwise unlawful content;
  2. Engage in conduct that endangers, harms, exploits, or is inappropriate towards any person, particularly minors;
  3. Send unsolicited commercial communications to Users, other Tutors, or third parties;
  4. Introduce malicious software, viruses, or security threats to the Platform;
  5. Use automated tools, scrapers, or bots to extract data or content from the Platform;
  6. Solicit or encourage any User to transact outside the Platform to circumvent Wiingy's involvement (Section 14);
  7. Provide false, misleading, or fraudulent information regarding their qualifications, credentials, experience, identity, or background;
  8. Complete academic work on behalf of a User, or otherwise facilitate academic dishonesty (Section 8);
  9. Create or maintain more than one account on the Platform, or use another Tutor's account; or
  10. Engage in any activity that is, in Wiingy's reasonable opinion, detrimental to the reputation, operation, or integrity of the Platform.
6.8 Training & Communication. Wiingy may issue training materials, guidelines, quality standards, and operational communications across various channels. The Tutor shall make reasonable efforts to remain informed of and adhere to such communications.

7. Safeguarding & Working with Minors

7.1 The Tutor acknowledges that Users may include children and young people under the age of eighteen. The Tutor shall at all times exercise the highest standard of care, professionalism, and vigilance when providing services to or interacting with minors.
7.2 The Tutor represents and warrants that: (a) they have no criminal convictions, pending charges, or cautions that would render them unsuitable to work with children or vulnerable persons; (b) they are not listed on any sex-offender registry, child-abuse registry, or equivalent disqualification list in any jurisdiction; and (c) they will immediately notify Wiingy if any such circumstances arise during the term of this Agreement.
7.3 The Tutor shall comply with all applicable local, state, and national laws relating to background checks, safeguarding, and child protection. Where applicable law requires a background check, enhanced disclosure, or equivalent clearance, the Tutor is solely responsible for obtaining and maintaining such clearance at their own expense.
7.4 The Tutor shall immediately report to Wiingy any concern or suspicion regarding the safety, welfare, or protection of a minor or vulnerable person encountered through the Platform.
7.5 Disclaimer. Wiingy does not conduct criminal background checks on Tutors and makes no representation, warranty, or guarantee regarding the suitability, character, criminal history, or trustworthiness of any Tutor. Users are responsible for evaluating the suitability of their selected Tutor. Wiingy disclaims all liability for any harm arising from a Tutor's conduct, whether online or offline, including interactions with minors.

8. Academic Integrity

8.1 The Tutor shall not complete examinations, graded assignments, coursework, dissertations, or other assessed work on behalf of a User, or otherwise facilitate academic dishonesty, plagiarism, or contract cheating. The purpose of Assignment Help is to assist Users in understanding subject matter, developing skills, and learning independently, and not to produce work that the User submits as their own.
8.2 Any breach of this Section 8 shall constitute a material breach entitling Wiingy to immediately terminate the Tutor's account without notice. The Tutor shall indemnify and hold Wiingy harmless from any claim, liability, or penalty arising from the Tutor's facilitation of academic dishonesty.

9. Pricing, Payout & Settlement

9.1 Base Price. The base payout rate shall be as communicated during onboarding and reflected on the Tutor Portal. Wiingy reserves the right to modify the Base Price at any time. Modifications shall be communicated via the Tutor's registered email and apply only to engagements brokered after the effective date of the change.
9.2 Accrual & Visibility. Following each completed Lesson or delivered Assignment Help, the corresponding payout shall accrue and be visible on the Tutor Portal. No interest shall be payable on accrued but unpaid amounts.
9.3 Payment Cycle. Accrued payouts shall be disbursed in the calendar month following the month in which the session was delivered, via cashless transfer to the payment method specified by the Tutor and agreed upon with Wiingy.
9.4 Currency & Transfer Risk. Payments may be processed in the currency determined by Wiingy. Wiingy shall not be responsible for exchange-rate fluctuations, conversion fees, intermediary bank charges, or any costs imposed by third-party financial institutions. The Tutor bears all risk associated with the receipt of funds.
9.5 Payment Delays. Wiingy shall not be liable for delays caused by banking systems, payment processors, sanctions-screening obligations, inaccurate payment details, or any factor beyond Wiingy's reasonable control.
9.6 Refunds & Adjustments. Where a User has a valid refund claim for an unused or partially used session, the corresponding portion of the Tutor's payout shall be reversed. Where the Tutor has insufficient accrued payout, Wiingy reserves the right to deduct the deficit from future accruals or recover the amount directly.
9.7 Termination Payout. Upon termination, undisbursed accrued payout shall become due at the end of the calendar month following termination, subject to permitted deductions, set-offs, or withholdings.
9.8 Records. The Tutor is solely responsible for maintaining their own business records, invoices, and financial documentation. Wiingy has no obligation to store or provide copies of financial records beyond what is displayed on the Tutor Portal.

10. Tax & Regulatory Obligations

10.1 The Tutor is solely and exclusively responsible for determining, declaring, reporting, and paying all taxes, duties, levies, social security contributions, and government-imposed charges arising from compensation received under this Agreement, in accordance with the laws of every applicable jurisdiction.
10.2 No part of the Tutor's compensation shall be subject to withholding by Wiingy for income tax, social security, pension, workers' compensation, unemployment insurance, or any payroll-related obligation, except where expressly required by applicable law.
10.3 Wiingy operates globally with Tutors in multiple jurisdictions. Wiingy does not provide tax advice, does not prepare tax filings on behalf of Tutors, and makes no representations regarding the tax treatment of payments. The Tutor is strongly advised to seek independent professional tax advice.
10.4 The Tutor shall provide Wiingy with such tax documentation as Wiingy may reasonably request. Wiingy shall be entitled to withhold amounts required by applicable law and to issue invoices or similar documentation for VAT, GST, or other taxes on the Tutor's behalf where legally required.
10.5 The Tutor shall obtain and maintain any business licences, registrations, or permits required by applicable law.
10.6 The Tutor shall indemnify and hold Wiingy harmless from any claims, penalties, interest, and liabilities arising from the Tutor's failure to comply with their tax, regulatory, or licensing obligations.

11. Quality Assurance & Complaint Resolution

11.1 Feedback Collection. The Tutor grants Wiingy the right to collect feedback from Users by any means, including joining or monitoring sessions, conducting surveys, soliciting reviews, and using automated quality-assessment tools.
11.2 Complaint Handling. Where a User raises a complaint regarding the Tutor's performance (including non-attendance, lateness, lack of competence, inappropriate conduct, or misleading information), Wiingy shall endeavour to mediate. The Tutor and User irrevocably agree that Wiingy shall have the final and binding determination as to the validity and quantum of any refund or compensation claim. The Tutor waives any right to dispute Wiingy's determination through any other forum, except as required by mandatory applicable law.
11.3 Where Wiingy determines a complaint justified, the relevant payout shall be cancelled. If accrued payout is insufficient, Wiingy may deduct from future accruals or recover directly.
11.4 Replacement Tutors. In the event of non-fulfilment or deficient fulfilment, Wiingy may assign a replacement tutor. The Tutor Contract may be transferred accordingly. If no replacement is found or the User declines, the User may terminate the Tutor Contract without notice.
11.5 No Guarantee of Results. Wiingy makes no representation or guarantee regarding academic outcomes, test scores, or educational progress. The Tutor shall not guarantee specific academic results to any User. Any such guarantee is the Tutor's sole responsibility, and Wiingy shall bear no liability in connection therewith.

12. Data Collection, AI & Technology

12.1 Scope of Data Collection. The Tutor acknowledges and expressly consents to Wiingy's collection, storage, processing, transfer, and use of the following data:
  1. Registration and profile information (name, contact details, photographs, qualifications, subject expertise, biographical information, location, and any other information provided during or after onboarding);
  2. Session data, including live-class transcripts, audio and video recordings, chat logs, screen-share content, whiteboard content, and session metadata;
  3. Assignment Help submissions and related correspondence;
  4. Performance metrics, User feedback, ratings, and reviews;
  5. Technical and usage data, including device information, IP addresses, browser type, operating system, access logs, cookies, and interaction patterns; and
  6. Communications between the Tutor and Wiingy or between the Tutor and Users conducted through or facilitated by the Platform or any related channel.
12.2 CoTutor AI. The Tutor expressly consents to the use of live-class transcripts, session recordings, and other session-derived data as inputs for CoTutor AI. CoTutor AI processes this data for enhancing educational quality, generating personalised learning insights, developing automated tutoring aids, improving Platform features, training machine-learning models, and advancing Wiingy's products and services. Such data, once processed, may be aggregated, anonymised, or de-identified and used without restriction or further consent.
12.3 Marketing & Promotional Use. The Tutor consents to Wiingy using the Tutor's name, likeness, photograph, profile details, qualifications, ratings, reviews, testimonials, and session-derived content for marketing, advertising, and promoting the Platform through any medium, including the Wiingy website, social media, search-engine marketing, print materials, partner sites, email campaigns, and third-party advertising networks. The Tutor waives any right to review or approve such use before publication.
12.4 Business Partner Sharing. The Tutor agrees that Wiingy may share the Tutor's information with affiliates, subsidiaries, business partners, and service providers for business development, co-marketing, platform integration, quality assurance, payment processing, analytics, and any other purpose Wiingy considers necessary. Consent may be revoked by notice to help@wiingy.com; however, revocation may limit Platform features and shall not affect data already shared or processed.
12.5 International Data Transfers. The Tutor acknowledges that data may be transferred to, stored in, and processed in jurisdictions other than the Tutor's country of residence, including countries that may not offer the same level of data protection. By using the Platform, the Tutor consents to such transfers. Where required by applicable law (including the GDPR), Wiingy shall implement appropriate safeguards.
12.6 Data Retention. Wiingy may retain Tutor Content and associated data for as long as reasonably necessary to fulfil the purposes described herein, to comply with legal obligations, to resolve disputes, to enforce its rights, and to improve its products and services, including after termination.

13. Communications & Notifications

13.1 By registering on the Platform, the Tutor expressly consents to receiving communications from Wiingy through any available channel, including email, SMS, WhatsApp, in-app push notifications, telephone calls, messaging platforms (such as Telegram, Slack, or other group-messaging services), and any other electronic or digital medium. Such communications may relate to:
  1. Session requests, scheduling, cancellations, and Tutor Contract matters;
  2. Platform updates, policy changes, and operational notices;
  3. Training materials, best practices, and quality-improvement guidance;
  4. Payout, account, and administrative matters;
  5. Marketing, promotional, and product-related announcements; and
  6. Any other matter Wiingy considers relevant to the Tutor's use of the Platform.
13.2 The Tutor may opt out of non-essential marketing communications by following the unsubscribe instructions or contacting help@wiingy.com. Transactional, operational, and account-related communications may not be opted out of while the Tutor maintains an active account.
13.3 Wiingy shall not be liable for any failure of communications attributable to incorrect contact details, spam filters, carrier restrictions, device settings, or any factor beyond Wiingy's reasonable control.

14. Non-Circumvention & Non-Solicitation

14.1 The Tutor acknowledges that Wiingy has a legitimate commercial interest in preserving relationships facilitated on the Platform. The Tutor shall not, directly or indirectly, solicit, encourage, or induce any User to engage the Tutor's services outside the Platform, or otherwise circumvent Wiingy's role, during this Agreement and for twelve (12) months following termination.
14.2 The Tutor shall not share personal contact details with any User for the purpose of arranging services outside the Platform, except where expressly authorised by Wiingy.
14.3 Breach of this Section 14 shall constitute a material breach. Wiingy shall be entitled to immediately terminate the Tutor's account, withhold outstanding payout, and seek damages including loss of commission revenue.

15. Intellectual Property

15.1 Platform IP. The Platform, its software, architecture, design, user interface, logos, trademarks, and all Wiingy-provided content are the exclusive intellectual property of Wiingy or its licensors. The Tutor receives a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purposes of this Agreement.
15.2 Licence to Tutor Content. The Tutor grants Wiingy a worldwide, royalty-free, non-exclusive, perpetual, irrevocable, sub-licensable, and fully transferable licence to use, reproduce, modify, adapt, translate, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit all Tutor Content for any purpose connected with the Platform and Wiingy's products and services (including CoTutor AI), in any format and through any medium now known or hereafter developed.
15.3 The Tutor represents and warrants that they have all necessary rights to grant the licence in Section 15.2 and that such licence will not infringe any third-party rights.
15.4 Any content, data, insights, models, or materials generated by CoTutor AI or otherwise derived from Tutor Content through Wiingy's systems shall be the exclusive property of Wiingy.

16. Confidentiality

16.1 The Tutor shall treat as confidential all non-public information disclosed by Wiingy or obtained through use of the Platform, including business strategies, pricing structures, User data, proprietary technology, algorithms, and any information relating to CoTutor AI ("Confidential Information").
16.2 The Tutor shall not disclose, reproduce, or use Confidential Information for any purpose other than performing their obligations under this Agreement, except as required by law or with Wiingy's prior written consent.
16.3 The Tutor shall treat all personal information of Users with the strictest confidence and shall not use such information for any purpose other than the fulfilment of the relevant Tutor Contract.
16.4 The obligations under this Section 16 shall survive termination.

17. Representations, Warranties & Disclaimers

17.1 The Tutor represents and warrants that:
  1. They have the legal right and capacity to enter into and perform this Agreement;
  2. All information provided to Wiingy is and shall remain accurate, complete, and not misleading;
  3. They possess the qualifications, skills, and competence for their stated subject areas;
  4. Their use of the Platform and performance of services shall comply with all applicable laws;
  5. They are not subject to any restriction preventing performance of this Agreement;
  6. They have not been convicted of any offence rendering them unsuitable to provide educational services, particularly to minors; and
  7. They shall not engage in activity that could bring Wiingy or the Platform into disrepute.
17.2 Platform Disclaimer.
THE PLATFORM IS PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WIINGY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, AND AVAILABILITY. WIINGY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WIINGY DOES NOT WARRANT THAT THE PROVISION OF SERVICES THROUGH THE PLATFORM WILL PRODUCE ANY LEVEL OF PROFIT, BUSINESS, OR ECONOMIC BENEFIT FOR THE TUTOR.
17.3 No Endorsement. Wiingy does not endorse, verify, or vouch for any Tutor or User. Wiingy makes no representations regarding the suitability, character, background, qualifications, identity, or trustworthiness of any person on the Platform. The Tutor is solely responsible for evaluating and interacting with Users at their own risk.
17.4 Assumption of Risk. The Tutor acknowledges that participation on the Platform carries inherent risks, including interaction with unverified Users, exposure to objectionable content, technical failures, and non-payment or delayed payment. The Tutor voluntarily assumes all such risks. To the fullest extent permitted by applicable law, the Tutor agrees that any legal remedy or liability sought for actions or omissions of Users or third parties shall be limited to a claim against the particular User or third party, and shall not be directed at Wiingy.

18. Limitation of Liability

18.1 To the maximum extent permitted by applicable law, Wiingy's aggregate liability under or in connection with this Agreement shall not exceed the total payouts actually disbursed to the Tutor in the three (3) months immediately preceding the event giving rise to the claim.
18.2 Wiingy shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, data, business opportunity, or goodwill, regardless of foreseeability.
18.3 Without limiting the foregoing, Wiingy shall not be liable for:
  1. The fulfilment or non-fulfilment of any Tutor Contract;
  2. Any loss incurred by the Tutor in connection with the performance of a Tutor Contract;
  3. Content provided by Users or third parties on the Platform;
  4. Any action, inaction, or misconduct of a User, another Tutor, or any third party;
  5. Any interruption, error, defect, or security breach in the Platform;
  6. Any decision made in reliance on information available through the Platform;
  7. Any tax, penalty, or regulatory consequence arising from the Tutor's compensation;
  8. Any harm from in-person or online interactions between Tutors and Users;
  9. Any inaccuracy in, or reliance upon, background-check or identity-verification information; or
  10. Any failure by a User to pay for services or honour a Tutor Contract.
18.4 Wiingy's liability for slight negligence is excluded except for personal injury. Wiingy shall be liable only for gross negligence or wilful misconduct.
18.5 These limitations apply to the fullest extent permitted by applicable law and survive termination.

19. Indemnification

19.1 The Tutor shall indemnify, defend, and hold harmless Wiingy, its affiliates, subsidiaries, directors, officers, employees, agents, and assigns (the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or relating to:
  1. The Tutor's breach of this Agreement or any Tutor Contract;
  2. The Tutor's negligence, misconduct, fraud, or unlawful acts or omissions;
  3. Content posted, shared, or transmitted by the Tutor on the Platform;
  4. Any claim by a User, another Tutor, or a third party relating to the Tutor's services or conduct;
  5. The Tutor's violation of any applicable law, regulation, or third-party right;
  6. Any tax liability, penalty, or assessment from the Tutor's failure to comply with tax obligations;
  7. Any claim that Tutor Content infringes or misappropriates any intellectual-property right;
  8. Any claim arising from the Tutor's interaction with a minor or vulnerable person;
  9. False, misleading, or inaccurate information provided by the Tutor regarding qualifications, credentials, identity, or background; or
  10. Any act inconsistent with the Tutor's obligations under this Agreement.
19.2 The indemnification obligations under this Section 19 shall survive termination.

20. Termination

20.1 This Agreement commences upon registration and continues until terminated under this Section 20.
20.2 Either party may terminate at any time, for any reason or no reason, with immediate effect.
20.3 Wiingy may immediately suspend or terminate the Tutor's account if Wiingy reasonably believes the Tutor has breached this Agreement, engaged in fraud, or violated applicable law. No notice or opportunity to cure is required, and Wiingy shall not be liable for losses arising from such action.
20.4 Upon termination: (a) Platform access shall cease; (b) outstanding Tutor Contracts shall be wound down as directed by Wiingy; (c) Wiingy shall disburse accrued payout per Section 9.7 (subject to permitted set-offs); and (d) the Tutor shall cease using Wiingy's IP, Confidential Information, and Platform resources.
20.5 If Wiingy terminates for the Tutor's breach, Wiingy may forfeit, withhold, or set off accrued payout to satisfy outstanding liabilities, refund claims, or indemnification obligations.
20.6 Survival. Sections 7, 8, 10, 12, 14, 15, 16, 17, 18, 19, 22, and 23 shall survive termination.

21. Force Majeure

21.1 Neither party shall be liable for failure or delay caused by circumstances beyond reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government action, sanctions, labour disputes, infrastructure failure, internet outage, cyberattack, or power failure ("Force Majeure Event").
21.2 The affected party shall use reasonable efforts to mitigate the event and resume performance promptly.

22. Governing Law & Dispute Resolution

22.1 General Governing Law. Unless otherwise specified below, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict-of-laws principles. Subject to Sections 22.4 through 22.6, the state and federal courts located in the State of Delaware shall have exclusive jurisdiction, without prejudice to mandatory jurisdictional rights under the law of the Tutor's habitual residence.
22.2 Regional Variation: India. For Tutors who are resident in India and contracting with Wiingy Private Limited, this Agreement shall be governed by the laws of India. Subject to Sections 22.4 through 22.6, the courts located in Bangalore, Karnataka shall have exclusive jurisdiction, without prejudice to mandatory jurisdictional rights afforded under applicable law.
22.3 The UN Convention on Contracts for the International Sale of Goods is expressly excluded.
22.4 Informal Resolution. Prior to formal proceedings, the parties shall attempt good-faith negotiation for thirty (30) days following written notice of the dispute. Nothing herein precludes either party from seeking injunctive or interim relief to prevent irreparable harm.
22.5 Binding Arbitration. For Tutors contracting with Wiingy Inc, any dispute not resolved through negotiation shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator, in English, in Wilmington, Delaware (or virtually at Wiingy's option). Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall apply the governing law of this Agreement and shall not award punitive damages.
22.6 Class Action Waiver.
THE TUTOR AND WIINGY 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. THE ARBITRATOR SHALL NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND SHALL NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE, THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID, AND THE DISPUTE SHALL PROCEED IN COURT SUBJECT TO THE JURISDICTION PROVISIONS OF THIS SECTION 22.

23. General Provisions

23.1 Entire Agreement. This Agreement, together with Wiingy's Privacy Policy and any supplementary terms on the Platform, constitutes the entire agreement between the parties and supersedes all prior understandings. Where a separate written agreement conflicts, it shall prevail to the extent of the inconsistency.
23.2 Severability. If any provision is found invalid, illegal, or unenforceable, the remaining provisions continue in full force. The invalid provision shall be replaced by one most closely achieving the parties' original intent.
23.3 Waiver. No failure or delay by Wiingy in exercising any right shall operate as a waiver.
23.4 Assignment. The Tutor may not assign this Agreement without Wiingy's prior written consent. Wiingy may freely assign to any affiliate, subsidiary, successor, or acquirer without the Tutor's consent.
23.5 No Third-Party Beneficiaries. This Agreement benefits only the parties and their successors and permitted assigns.
23.6 Notices. Notices to Wiingy shall be sent to help@wiingy.com or the applicable registered address. Notices to the Tutor shall be sent to the details on file. Email notices are deemed received on the date of transmission.
23.7 Language. This Agreement is drafted in English. In case of any translation, the English version prevails.
23.8 Modification of Platform & Services. Wiingy may modify, suspend, or discontinue the Platform or any feature at any time without notice. Wiingy shall not be liable for any such change.
23.9 Electronic Acceptance. This Agreement is entered into electronically. By completing registration, the Tutor acknowledges that their electronic acceptance has the same legal effect as a handwritten signature. No physical signature is required.
23.10 Export Compliance & Sanctions. The Tutor shall comply with all applicable export-control laws, sanctions, and trade regulations of the United States, the European Union, and any other relevant jurisdiction. The Tutor represents that they are not located in, under the control of, or a national or resident of any country subject to comprehensive sanctions, and are not on any restricted-party list.
23.11 Supplementary Policies. To the extent that any policy, guideline, code of conduct, or supplementary terms published by Wiingy are not inconsistent with this Agreement, they are deemed incorporated by reference and binding on the Tutor.
© Wiingy Inc / Wiingy Private Limited. All rights reserved.
Questions regarding this Agreement may be directed to help@wiingy.com.