Teacher Terms

The Interactive Learning Channel
Teachers/Mentors Agreement

Interactive Learning Channel ("we", "us", "our" or "TILC") offers a website (the "Website") which connects students ("Students") with teachers ("Teachers") who provide live instruction in our proprietary online structured classroom environment (""Structured Classes"), and with mentors ("Mentors") who provide live, one-on-one mentoring and academic support services ("Mentoring Services") for such students (collectively, hereinafter referred to as the "Services").

You have requested to become a Teacher and/or a Mentor to provide Services on the Website. Before you can become a Teacher and/or Mentor on the Website, you must agree to be bound by all the terms set forth in this Teachers/Mentors Agreement (the "Agreement"). Please read this Agreement carefully and in full. If you object to anything in this Agreement or any subsequent modifications thereto, do not apply to become a Teacher or Mentor for the Services. You also agree to comply with all the applicable terms in the Terms of Use and Privacy Policy located on our Website.

We reserve the right to change and update this Agreement at any time at our sole discretion, effective upon posting on the Website, and your continued provision of teaching and/or mentoring services on our Website after such posting will constitute acceptance by you of such changes. We suggest that you consult this Agreement regularly for updates. We further reserve the right to deny or restrict access to the Website or to change, suspend or discontinue any aspect of the Services at any time, including the availability of any Services feature, database or content, without notice or liability.

Failure to comply with this Agreement, the Terms of Use and/or the Privacy Policy may result in your immediate removal from our Website, or the immediate removal or restriction of any or all your rights to provide teaching and/or mentoring services on the Website, with or without notification.

1. DIGITAL SIGNATURE PROVISION.

You represent and warrant that you have the legal right, power and authority to agree to the terms of this Agreement. You further agree that your actions of clicking the "I Agree" checkbox constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act ("E-Sign") and the Uniform Electronic Transactions Act ("UETA") and that you have formed, executed, entered into, accepted the terms of and otherwise authenticated this Agreement and acknowledged and agreed that this Agreement is an electronic record for purposes of E-Sign, UETA and the Uniform Computer Information Transactions Act and as such is completely valid, has legal effect, is enforceable, and is binding on, and non-refutable by you.

2. VERIFICATION.

2.1 To become a Teacher, you must submit an Application to TILC, providing the required information about yourself and your teaching credentials.

2.2 To register as a Teacher, you agree to submit to a verification process ("Verification") to obtain a TILC Certification™. As part of the Verification, you must meet the following minimum requirements:

• You have a minimum of a four-year bachelor's degree from an accredited U.S. college or university in the subjects you want to teach. You must have, and will continue to maintain, the required license and certification to teach in the state(s) where Services are being offered by the Website.
• You currently provide, or have previously provided, for at least six (6) months teaching instruction at an elementary school, junior high school, high school or college.
• Upon our request, you agree to provide recommendations from your school about you and your teaching qualifications.
• You agree to fully cooperate with any third party service we may engage to verify your educational and/or other qualifications, including providing your consent to a criminal history/background check. We will not be liable for any Verification provided to us by third parties, including, without limitation, any information provided to us by your school or any other third parties, and we do not endorse any such third parties.
• We also require each Teacher and Mentor to attend training sessions from TILC, such as how to navigate our Website and use our tools (which may include the interactive whiteboard used during the Structured Classes) and a minimum of three hours of training on the use of the collaboration software used by TILC in connection with the Services.
• We reserve the rights to change, at our sole discretion, our verification process or requirements at anytime without notice or liability. We also do not represent or warrant that the information obtained from our Verification process will be accurate, complete, reliable or current. Once you have successfully completed our Verification process, you will be entitled to receive a TILC Certification™ and an associated certification number which you will use to register as a Teacher on our Website.

2.5 Mentors are not required to submit to our Verification or to obtain a TILC Certification™ in order to become a Mentor on our Website. However, no Student may register to provide Mentoring Services to any other Students who are in the same or higher grade than such Student acting as a Mentor. No person under 16 years old will be permitted to register or act as a Mentor on our Website. If you are a minor under 18 years old, you may only register to become and to act as a Mentor with the consent and involvement of your parent or legal guardian. TILC reserves the right to request written confirmation from your parent or legal guardian of their consent and TILC may, at its sole discretion and without any liability to you or anyone, reject or suspend your application to become a Mentor or revoke your status as a Mentor at any time if TILC is unable to obtain such confirmation or for any other reasons deemed appropriate by TILC.

3. TEACHER'S AND MENTOR'S RESPONSIBILITIES.

3.1 Once accepted by TILC as a Teacher, you agree to comply with the following:

• Commit to teaching at least one Structured Class course for a semester and each course shall be taught once a week.
• Ensure you are fully prepared and punctual for all Structured Classes you have offered to teach on the Website.
• Notify TILC as to any requirements for course materials well in advance so that they can be reviewed or purchased.
• Conduct his/her classes in accordance with the materials he/she has prepared or purchased which are materially compatible with theapplicable school curriculum;
• Maintain attendance sheets for the courses and returning them promptly to TILC.
• Sign Student's certificates of completion at the end of each course.
• Complete the Teacher's evaluation form at the end of each course.
• Provide regular feedback to TILC, if appropriate, on the course content, materials and Students' participation in your Structured Classes.
• Contribute to the continuous improvement of the quality of the Services provided to Students on the Website.
• Devote a reasonable amount of out-of-class time to curriculum-development and other relevant teaching-related activities as may be requested by TILC.

3.2 Once accepted By TILC as a Mentor, you agree to comply with the following:

• Commit to provide at least 5 hours of Mentoring Services per week.
• Ensure you are fully prepared and punctual for all Mentoring Services sessions you have agreed to provide.
• Conduct Mentoring Services sessions in accordance with the materials and guidelines provided by TILC.
• Maintain attendance sheets for the Mentoring Services sessions provided and returning them promptly to TILC.
• Complete the Mentor's evaluation form at the end of each month.
• Provide regular feedback to TILC, if appropriate, on the course content, materials and Students' participation in your Mentoring Services session.
• Contribute to the continuous improvement of the quality of the Services provided to Students on the Website.
• Devote a reasonable amount of time to relevant mentoring-related activities as may be requested by TILC.

3.3 You may not suggest, arrange or conduct any offline meetings with any Students, and if a Student has requested such an offline meeting, you will immediately report any such violation to us at reportabuse@tilcllc.com.

3.4 We may remove you at any time as a Teacher or Mentor on our Website or limit your rights to provide any teaching or mentoring services on our Website for any reason as we may deem appropriate in our sole discretion, including without limitation, you neglect to properly perform your teaching or mentoring services, or you engage in any conduct that is abusive, threatening, obscene, defamatory or libelous.

4. INDEMNIFICATION; LIMITATIONS OF LIABILITY

4.1 Each Teacher and Mentor ("Indemnifying Party") shall indemnify, defend, and hold harmless TILC against and in respect of any and all losses, costs, expenses, liabilities or damages, including interest, penalties and reasonable attorney fees, that TILC shall incur or suffer, which arise or result from (i) any negligence or willful misconduct of Indemnifying Party, (ii) any breach by Indemnifying Party's of Indemnifying Party's obligations, representations, warranties, covenants or undertakings in this Agreement (including without limitation, failure of a Teacher to teach any portion of a Structured Class course that such Teacher has registered to teach on our Website for a semester unless the Teacher has first obtained prior written consent from TILC to withdraw from teaching such registered Structure Class course), or (iii) any determination by any federal, state or local agency, any court or other applicable entity that Indemnifying Party is for any purpose considered an employee of TILC or any subsidiary, parent or affiliate of TILC.

4.2 In no event shall TILC's liability to any Teacher or Mentor under this Agreement exceed the fees paid by TILC to such Teacher or Mentor during the immediately preceding twelve month period. IN NO EVENT WILL TILC BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES FOR BREACH OR FAILURE TO PERFORM UNDER THIS AGREEMENT, WHETHER FORESEEABLE OR NOT, AND EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSSES OF BUSINESS AND/OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER OR FROM ANY CLAIM BY ANY OTHER THIRD PARTY.

4.3 TILC does not guarantee a Student clientele or any minimum payment for your teaching or mentoring services through our Website.

5. INDEPENDENT CONTRACTOR STATUS

Each Teacher and Mentor shall be, and act as, an independent contractor (and not as an employee, agent or representative of TILC) in performance of his/her teaching and/or mentoring services on our Website. Each Teacher and Mentor represents that he/she is regularly engaged in the business of providing services of the type to be provided by him/her hereunder. Each Teacher and Mentor will be solely responsible for the quality of his/her services provided on our Website.

No federal, state or local income taxes or payroll taxes of any kind will be withheld or paid by TILC on behalf of any Teacher and/or Mentor. Each Teacher and/or Mentor will not be treated as an employee with respect to the teaching and/or mentoring services performed on our Website for federal or state tax purposes. Each Teacher and Mentor understands that he/she is responsible to pay, under applicable law, his/her local, state and federal income tax and any and all other taxes relating to his/her teaching and/or mentoring services on our Website, including, without limitation self-employment tax.

Each Teacher and Mentor is not eligible for, and may not participate in, any employee pension, health or other fringe benefit plan of TILC. No workers' compensation insurance will be obtained by TILC concerning any Teacher or Mentor.

Each Teacher and Mentor will provide his/her own computer, high-speed internet connection and all other supplies and materials needed to fulfill the terms of this Agreement.

6. OWNERSHIP

6.1 TILC will own all right, title and interest in and to any work product you provided in connection with your teaching or mentoring services on the Website, and such work product constitutes work for hire. You hereby irrevocably assign and conveys to TILC all your right, title and interest, whether now existing or created in the future, in and to such work product. To the extent that work product may not be held to be works made for hire, you hereby assign the sole right, title and interest in such materials to TILC. You will execute such documents evidencing TILC's ownership, and your assignment of the foregoing rights, as may be necessary to grant or evidence such ownership and rights. You warrant that no part of such work product or use thereof will infringe upon or misappropriate any patent, copyright or trade secret (or similar right) of any person.

7. CONFIDENTIALITY

7.1 During the term of this Agreement, Teacher and Mentor (each a Receiving Party") may have access to certain Confidential Information relating to the operations, products, services, sales and business of TILC (the "Disclosing Party"). The term, "Confidential Information" shall mean (i) all information in tangible or intangible form that is marked or otherwise designated as confidential, (ii) which the Receiving Party knows or has reason to know is confidential, proprietary or trade secret information of the Disclosing Party, or (iii) that, under the circumstances of its disclosure, should be considered confidential. Confidential Information shall exclude any information that: (a) is or becomes part of the public domain through no wrongful act or failure to act on the part of the Disclosing Party hereto; (b) that is rightfully received by the receiving party from a third party in possession of it who was not subject to any restrictions on the disclosure of such information; or (c) is approved in writing for release by the Disclosing Party (but only to the extent of such written approval).

7.2 The Receiving Party shall keep the Confidential Information of the Disclosing Party confidential and shall use the Confidential Information only in connection with the evaluation of the performance of the teaching or mentoring services provided on our Website. The Receiving Party shall also safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as the Receiving Party uses to protect its own confidential information (but no less than reasonable care). The obligations imposed under this Section 7 shall remain in perpetuity. Confidential Information, including permitted copies, shall be deemed the property of the Disclosing Party. The Receiving Party shall, within fifteen (15) days following a written request by the Disclosing Party, return all Confidential Information, including all copies thereof, to the Disclosing Party or destroy all such Confidential Information.

8. COMPENSATION

8.1 Subject to the other provisions of this Agreement, if you are registered and accepted as a Teacher on our Website, you will be paid a fee for each Structured Class course per semester that you teach to our Students on our Website. Such fee will be paid in equally monthly installments in arrears at the end of each calendar month during the applicable semester for the course you are teaching.

For example, if you taught a Grade 10 Math course on our Website for the duration of a semester starting on March 15 through June 15, and you also taught a Grade 10 Language course on our Website for a semester, starting on April 15 through July 15, you will be paid:

• on March 31st for 2 weeks of Grade 10 Math classes that you taught on our Website;
• on April 30th for 4 weeks of Grade 10 Math classes that you taught on our Website and 2 weeks of Grade 10 Language classes that you taught on our Website;
• on May 31st for 4 weeks of Grade 10 Math classes that you taught on our Website and 4 weeks of Grade 10 Language classes that you taught on our Website;
• on June 30th for 2 weeks of Grade 10 Math classes that you taught on our Website and 4 weeks of Grade 10 Language classes that you taught on our Website; and
• on July 31st for 2 weeks of Grade 10 Language classes that you taught on our Website.

TILC reserves the right to change its payment policy at anytime by posting such changes to this payment policy on our Website, and any such change in the payment policy will take effect within 30 days from the posting of such change. In no event shall TILC be liable to you for any Structured Class or course that you have registered to teach but have failed to teach for any reason. If you register to teach a Structured Class course for a semester on our Website but you actually taught such Structured Class course only for a portion of the semester, you will be paid only for the weeks during the semester that you have actually taught the Structured Class course on our Website. TILC will notify you of the then-current applicable Teacher's fee when you apply to register as a Teacher on our Website. 8.2 Subject to the other provisions of this Agreement, if you are registered and accepted as a Mentor on our Website, you will be paid a fee for the hours of Mentoring Services that you have registered to provide to Students on our Website for a calendar month, provided that you were fully available to the Students for all such hours of Mentoring Services that you have registered to provide for that calendar month. Such fee for the Mentoring Services will be paid in arrears at the end of each such applicable calendar month. If you register to provide Mentoring Services on our Website for a certain number of hours in a calendar month ("Registered Hours") but you were not available to provide the Mentoring Services for such Registered Hours that calendar month, you will be paid only for those hours of Mentoring Services that you were actually available for that calendar month. In no event shall TILC be liable to you for any hours of Mentoring Services that you provided in a calendar month which is more than your Registered Hours for that calendar month. TILC will notify you of the then-current applicable Mentoring Services' fee when you apply to register as a Mentor on our Website.

9. GOVERNING LAW; DISPUTE RESOLUTION

9.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict-of-law principles.

9.2 You agree that the exclusive forum for the bringing of any claims or causes of action arising out of or relating to your use of our Website or your provision of teaching or mentoring services on our Website is the appropriate United States District Court for the Northern District of Illinois, or if such court lacks subject matter jurisdiction, the Circuit Court of Cook County, Illinois. You hereby accept and submit to the jurisdiction of such court in any such proceeding or action, and irrevocably waive, to the fullest extent permitted by law, any objection which you may now or hereafter have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum. Notwithstanding the foregoing sentence, (but without limiting TILC's right to seek injunctive or other equitable relief in any court of competent jurisdiction), any disputes arising with respect to these Terms shall be referred to an arbitrator affiliated with JAMS, The Resolution Experts. The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties. The arbitration proceeding shall be carried on and heard in using the English language and pursuant to the rules of JAMS. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys' fees.

10. MISCELLANEOUS

10.1 This Agreement supersedes all prior agreements and constitutes the entire Agreement between the parties hereto.

10.2 Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the parties hereto or constitute or be deemed to constitute any party the agent or employee of the other party for any purpose whatsoever and neither party shall have authority or power to bind the other or to contract in the name of, or create a liability against, the other in any way or for any purpose.

10.3 If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, the Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly. The failure of either party to exercise any of that party's rights under this Agreement for a breach thereof will not be deemed to be a waiver of such rights or a waiver of any subsequent breach.

10.4 You may not assign or delegate any rights or obligations under this Agreement and any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially. We may also substitute, by way of unilateral novation, effective upon notice to you, TILC for any third party that assumes our rights and obligations under this Agreement. This Agreement does not confer any third party beneficiary rights.

11. CONTACT

If you have any questions about these Terms, please email us at legal@tilcllc.com.

These Terms are updated as of February 27, 2010.