Service Provider Agreement (for Teachers)

Effective Date: April 20, 2026

This Service Provider Agreement (the “Agreement”) is entered into as of the date the Teacher accepts these terms electronically (the “Effective Date”), by and between: Global Class LLC., a company operating an online educational platform (the “Platform” or “Company”) and, the individual registering as a teacher on the Platform (the “Teacher”, also referred to in the Platform as “Tutor”.).

The Company and the Teacher may each be referred to as a “Party” and collectively as the “Parties”.

1. Platform Nature & Manual Approval

1.1. The Platform provides technological infrastructure enabling Teachers to offer educational sessions in artificial intelligence (AI) and related subjects to students. The Company does not itself provide educational services.

1.2. Teacher onboarding is subject to review and approval by the Platform, which may include manual review and the use of automated tools, AI systems, or agents. The Platform reserves the right, at its sole discretion, to:

  1. Approve or reject any Teacher application;
  2. Request additional information, interviews, online tests, or demonstration materials;
  3. Use automated systems, AI agents, or other tools to assist in screening, ranking, fraud prevention, quality review, early-registration review, and approval or rejection decisions; and
  4. Revoke approval at any time.

1.3. Approval does not create any obligation to provide a minimum number of students, sessions, visibility, or income.

1.4. The Teacher represents and warrants that the Teacher is a legal resident of the United States. The Platform and the services are intended for use solely within the United States. If the Teacher accesses or uses the Platform from outside the United States, the Teacher does so at their own risk and is solely responsible for compliance with applicable local laws. Any false declaration regarding United States residency shall constitute a material breach of this Agreement. The Teacher shall bear sole and exclusive responsibility for any resulting claims, damages, losses, fines, penalties, costs, or regulatory liabilities, and shall indemnify and hold the Company harmless in connection therewith.

2. Independent Contractor Status

2.1. The Teacher is an independent contractor and not an employee, agent, or partner of the Company.

2.2. Nothing in this Agreement shall be deemed to create employment, partnership, joint venture, or fiduciary relations, or agency relationship between the Parties.

2.3. The Teacher has no authority to bind the Company’s behalf.

2.4. The Teacher acknowledges and agrees that the Platform may generate a public-facing profile page ("Public Profile") for the Teacher. The Public Profile may display the Teacher’s name, professional photo, biography, credentials, ratings, reviews, and session availability.

2.5. The Teacher understands that the Public Profile is accessible to the general public, may be indexed by search engines, and may be shared by the Teacher or third parties via direct links or social media. By providing information for the Public Profile, the Teacher expressly consents to such public disclosure and waives any privacy claims against the Company related to the display of such information.

2.6. Direct Contact and Third-Party Interactions. The Company is not responsible for any unsolicited contact or interactions initiated by third parties who access the Teacher's Public Profile.

3. Revenue Model & AI Units

3.1. Students do not purchase lessons directly. Sessions are booked using AI Units, a virtual credit system operated by the Platform (the “AI Units” or “Ai Units”).

3.2. Unless otherwise stated by the Platform:

  1. 70% of the net session value shall be allocated to the Teacher. Such allocation shall be credited to the Teacher’s account on the Platform, only after the session has been duly conducted in full, and only upon the lapse of seven (7) U.S. business days, from the date of the session, provided that no complaints, disputes, or claims have been submitted by a Student or identified by the Platform during such period. The Platform reserves the right to delay, withhold, or adjust any payment allocation pending review of complaints, disputes, or suspected violations of these terms;
  2. 30% is retained by the Company as a platform fee.
  3. Amounts attributable to completed sessions shall become eligible for release to the Teacher’s available balance in the Teacher dashboard no earlier than seven (7) U.S. business days after completion of the relevant session, provided that no good-faith complaint, refund request, fraud review, or policy investigation is pending with respect to such session. Teacher may request withdrawal only through the Platform and only to a bank account held in Teacher’s own name. The minimum withdrawal amount is USD $50. The Platform may use one or more third-party payment processors to complete payouts and may change such processor(s) from time to time. Transfer timing after a withdrawal request depends on the applicable payment processor and banking system. Processing or transfer fees charged by the payment processor shall be borne by the Platform, unless otherwise stated in writing.

3.3. The Teacher shall designate a Base Hourly Rate for a single 1:1 private lesson. All subsequent pricing for lesson bundles (e.g., Bundles of 5 or 10) and group sessions (up to 5 students) shall be automatically calculated and applied by the Platform based on this Base Hourly Rate. The Teacher acknowledges and agrees that they shall not have the technical or legal capacity to manually adjust or override the discount multipliers applied by the Platform to such bundles and group offerings.

3.4. The Teacher may, at their sole discretion, choose to offer Trial Sessions to new Students through the Platform's interface. If a Teacher chooses to offer a Trial Session:

  1. A 50% discount will be automatically applied to the session price (in AI Units) for the Student.
  2. The remaining 50% of the session's original value shall be retained by the Company as a promotional, administrative, and platform fee.
  3. The Teacher will not receive any monetary credit, payment, or allocation for Trial Sessions.
  4. All other Platform rules regarding professional conduct, recording, transcription, monitoring, and quality standards shall apply to Trial Sessions in their entirety.

3.5. Only funds reflected as available in the Teacher’s personal area on the Platform may be withdrawn. The Teacher may request withdrawal only to a bank account held in the Teacher’s own name and only through payment processor(s) designated by the Company from time to time, including Stripe or any successor or alternative third-party processor selected by the Company.

3.6. The minimum withdrawal amount is fifty United States Dollars (US $50). The Platform shall bear the standard processing fee charged by its designated payment processor for ordinary withdrawals. Any timing for the transfer of funds after a withdrawal request depends on the applicable third-party processor and banking channels, and the Platform does not guarantee exact settlement times once the funds leave the Platform.

3.7. The Company reserves the right to modify the revenue split, payment rules, availability periods, withdrawal procedures, payment processors, and/or compensation policies, provided notice is given via the Platform or other electronic communication.

3.8. The Company does not guarantee any minimum volume of sessions or income.

3.9. Any amount previously credited or paid to the Teacher remains subject to reversal, deduction, set-off, withholding, or recoupment in the event of any refund, chargeback, payment reversal, suspected fraud, pricing error, duplicate credit, complaint, breach of this Agreement, violation of Platform policies, or other good-faith determination by the Company. If the Teacher’s balance becomes negative, the Platform may offset such amount against future allocations or seek reimbursement from the Teacher.

3.10. The Company may, in the future and at its sole discretion, launch incentive, loyalty, reduced-commission, promotional, introductory, or other special compensation programs for Teachers, including programs tied to minimum teaching-hour thresholds or performance criteria. Unless and until expressly announced by the Company, the default revenue split remains as set forth in Section 3.2, and no Teacher shall be entitled to any such program.

4. Teacher Visibility, Ranking & Promotion

4.1. The Platform may automatically determine the order, visibility, featuring, recommendation, or promotion of Teachers on the homepage, in search results, in suggestion modules, or in any other placement surfaces on the Platform.

4.2. Such placement may be based on ratings, reviews, student feedback, response time, reliability, session completion, complaint history, availability, subject-matter fit, demand indicators, onboarding status, early-registration status, performance data, or any other operational and business factors determined by the Platform, including through automated tools or AI agents.

4.3. Teachers approved through the Platform’s early-registration or pre-launch onboarding processes may receive automatic priority promotion for up to three (3) months following the public launch of the Platform, or for such other period as may be announced by the Company.

4.4. The Company may create referral, affiliate, ambassador, or similar programs for Teachers from time to time. Any eligibility criteria, rewards, restrictions, or program rules shall be communicated separately via the Platform, email, or marketing communications.

5. Professional Conduct Obligations

5.1. The Teacher undertakes to:

  1. Provide sessions professionally, respectfully, and in good faith;
  2. Comply with Platform codes of conduct, appearance guidelines, and communication standards as set forth in the Platform’s Terms and Conditions, as may be updated from time to time;
  3. Avoid discriminatory, offensive, harassing, misleading, or inappropriate behavior;
  4. Comply with all applicable laws and regulations.
  5. Without limiting the foregoing, Teachers shall refrain from discussing political matters, personal topics, or any other subjects that are unrelated to the educational content or purpose of the Platform during sessions conducted through the Platform.
  6. Use the Platform-designated tools and channels for communications with students, except as expressly authorized by the Company; and
  7. Refrain from soliciting, encouraging, or attempting to move students to lessons, payments, or services outside the Platform.
  8. Ensure access to a stable, reliable, and sufficiently fast internet connection, and conducts sessions from a suitable, quiet, and distraction-free environment. The Teacher shall not conduct sessions while in transit (including while driving or traveling on public transportation) or from any environment that may reasonably interfere with the continuity, quality, or professionalism of the session.

5.2. Students and other users may submit complaints or reports through the Platform’s contact form or other designated reporting channels, including during or after live sessions, with respect to harassment, misconduct, safety concerns, or attempts to circumvent the Platform.

5.3. Repeated complaints or violations may result in suspension, reduced visibility, cancellation of sessions, payment adjustment, account review, or removal from the Platform.

6. Suspension, Removal & Account Closure

6.1. The Company may, at its sole discretion and without prior notice:

  1. Suspend the Teacher’s account;
  2. Remove the Teacher from the Platform;
  3. Cancel future sessions;
  4. Withhold, delay, reverse, or offset pending payments where required by law or where related to any chargeback, investigation, fraud review, or policy enforcement action.

6.2. Such actions shall not constitute breach of this Agreement.

6.3. The Teacher may cease using the Platform at any time and may request account closure or deletion through accounts@aidegree.net, or such other support address as may be designated by the Company, and, once such functionality is made publicly available by the Company, directly through the Platform interface. Account closure or deletion shall not relieve the Teacher of obligations accrued before the effective closure date, including obligations relating to payment reversals, confidentiality, intellectual property, taxes, dispute resolution, and any provisions that by their nature survive termination. For the avoidance of doubt, any amounts reflected as available in the Teacher’s account at the time of account closure shall remain payable to the Teacher, subject to these Terms, including any applicable review periods, offsets, reversals, or withholding rights of the Company. The Teacher shall be responsible for initiating any withdrawal request prior to account closure.

6.4. The Teacher is solely responsible for maintaining an active, verified, and functional account with the third-party Payment Processor (e.g., Stripe) at all times. In the event the Teacher deletes, deactivates, or otherwise loses access to their account with the Payment Processor, the Company shall be released from any liability or obligation for failed, delayed, or impossible transfers of funds. The Company is under no obligation to seek alternative payment methods. Any funds that remain untransferable due to the Teacher's failure to maintain a valid Payout Account shall be deemed forfeited to the fullest extent permitted by law.

7. Content Responsibility, Originality, Accessibility & Platform Tools

7.1. The Teacher represents and warrants that:

  1. All lesson content is original or lawfully licensed;
  2. No content infringes intellectual property, privacy, publicity, confidentiality, or other rights of any third party;
  3. Lessons are not copied, reused, or redistributed from other platforms without authorization; and
  4. All teaching subjects offered through the Platform shall be AI-related.

7.2. The Teacher bears sole responsibility for all educational content delivered and for ensuring that any lesson materials, presentations, PDFs, worksheets, external videos, external links, or other content uploaded, displayed, or shared by the Teacher are reasonably accessible and compliant with applicable accessibility requirements, to the extent such requirements apply to such content. This includes, by way of example, avoiding materials with excessively small fonts, non-readable PDFs, or inaccessible external content where reasonable alternatives are available. The availability of Platform accessibility tools does not shift or reduce the Teacher’s responsibility for the accessibility and legibility of Teacher-created or Teacher-uploaded materials.

7.3. The Platform may integrate third-party accessibility, interface, video, captioning, or transcription solutions (including services such as accessiBe, Daily.co, or successor providers) as part of the Company’s accessibility and operational efforts. Such third-party services are provided on an “as is” and “as available” basis. The Platform does not warrant uninterrupted availability or perfect performance of any such service and shall not be liable for temporary outages, accessibility-tool malfunctions, live-captioning or transcription errors, omissions, or delays caused by such third-party providers.

8. Intellectual Property

8.1. To the maximum extent permitted by law, all recordings, lesson materials, transcripts, and derivative works created through the Platform shall be deemed “Works Made for Hire” for the benefit of the Company.

8.2. Where Work Made for Hire is not legally recognized, the Teacher hereby grants the Company a perpetual, worldwide, irrevocable, royalty-free license to use, reproduce, distribute, display, and adapt such content for Platform related purposes.

9. Recording, Transcription, Communications Monitoring & Privacy

9.1. The Teacher expressly consents to:

  1. Recording of sessions;
  2. Audio/video storage;
  3. Full transcription of sessions.

9.2. As a condition to onboarding and continued use of the Platform, the Teacher may be required to provide explicit acknowledgment, via checkbox, click-through consent, or equivalent electronic acceptance mechanism, to the recording, storage, transcription, and monitoring practices described in this Agreement and related Platform policies.

9.3. Recordings, transcripts, and related communications may be used for:

  1. Quality assurance;
  2. Complaint handling;
  3. Teacher feedback;
  4. Student access for a limited period;
  5. Internal review and training;
  6. Automated moderation, fraud prevention, Teacher-application review, ranking, approval or rejection, and other operational processes, including AI-assisted or agent-based tools;
  7. If introduced by the Platform in the future, AI model training or related AI-development uses, subject to applicable law and any required notice or consent.

9.4. To ensure a safe learning environment and prevent misuse of the Platform, the Company may use third-party monitoring, moderation, or safety services to scan or review chat messages and other in-Platform communications, including during live sessions, in real time or after transmission, for abusive content, harassment, fraud, or attempts to bypass Platform mechanisms. Such information may be transmitted securely to such service providers and used solely for safety, moderation, compliance, and enforcement of Platform policies.

9.5. The Teacher shall not download, distribute, publish, or reuse recordings, transcripts, or monitored communications outside the Platform.

9.6. Teachers are required to keep their video camera on and visible during live instructional sessions in order to ensure quality, transparency, and student engagement.

9.7. Failure to comply with Section 9.6 without a valid reason approved by the Platform may be treated as a breach of these terms and may result in session cancellation, reduced compensation, or account review.

10. Confidentiality

10.1. For purposes of this Agreement, “Confidential Information” means any non-public, proprietary, or confidential information disclosed to or accessed by the Teacher, whether directly or indirectly, in written, oral, visual, electronic, or other form, including but not limited to:

  1. Platform technology, architecture, algorithms, workflows, and system logic;
  2. AI Units structure, pricing models, revenue splits, internal metrics, and financial data;
  3. Student data, Teacher data, user profiles, communications, recordings, and transcripts;
  4. Lesson materials, feedback, dashboards, analytics, and quality-control outputs;
  5. Business plans, product roadmaps, marketing strategies, and operational procedures;
  6. Any information designated as confidential or that should reasonably be understood as Confidential given its nature and context; and
  7. Ranking systems, safety-review processes, automated moderation practices, screening criteria, and approval or rejection logic used by the Company, including AI-assisted or agent-based operational tools.

10.2. Confidential Information includes information relating to students, other teachers, organizations, and the Platform, whether obtained through use of the Platform or otherwise.

10.3. The Teacher undertakes to:

  1. Keep all Confidential Information strictly confidential;
  2. Use Confidential Information solely for the purpose of performing services through the Platform;
  3. Not disclose, transmit, publish, or make available Confidential Information to any third party without the Company’s prior written consent;
  4. Implement reasonable technical and organizational measures to protect Confidential Information from unauthorized access, loss, or misuse.

10.4. Without limiting the foregoing, the Teacher shall not:

  1. Copy, scrape, extract, or reuse student data, recordings, or transcripts outside the Platform;
  2. Contact students outside the Platform for competing services;
  3. Use Platform data to develop or train competing products or services;
  4. Disclose Platform practices, internal policies, moderation processes, ranking systems, safety-review processes, or approval/rejection logic.

10.5. All recordings, transcripts, and materials generated through the Platform are deemed Confidential Information unless expressly designated otherwise by the Company.

10.6. The Teacher shall not download, store, distribute, or retain such materials beyond what is expressly permitted through the Platform interface.

10.7. Confidential Information does not include information that the Teacher can demonstrate:

  1. Is or becomes publicly available through no breach of this Agreement;
  2. Was lawfully known to the Teacher prior to disclosure;
  3. Was independently developed without use of Confidential Information; or
  4. Was lawfully obtained from a third party without breach of confidentiality.

11. Taxes

11.1. The Teacher acknowledges and agrees that they participate in the Platform as an independent contractor and not as an employee, agent, partner, or representative of the Company.

11.2. The Teacher shall be solely and exclusively responsible for the payment, reporting, filing, and remittance of all taxes, levies, duties, and statutory contributions arising from or related to any amounts earned, credited, or received through the Platform, including without limitation:

  1. Federal, state, and local income taxes;
  2. Self-employment taxes;
  3. Social security, national insurance, and similar contributions;
  4. Sales tax, value-added tax (VAT), , or similar indirect taxes (if applicable);
  5. Any other taxes or charges imposed by any governmental authority.

11.3. All amounts paid or credited to the Teacher through the Platform represent gross consideration, and the Company does not withhold, deduct, or remit any taxes on the Teacher’s behalf, unless expressly required by applicable law.

11.4. The Teacher shall not represent or claim that the Company is, or has been, their employer or former employer for any purpose, including but not limited to claims for unemployment insurance benefits, workers’ compensation, social benefits, or pension rights.

11.5. The Company shall have no responsibility or liability for the payment of workers’ compensation insurance, unemployment insurance, payroll taxes, or any other employer-related contributions in respect of the Teacher or any personnel engaged by the Teacher.

11.6. Where the Teacher engages assistants, subcontractors, or employees, the Teacher shall be solely responsible for:

  1. Paying such individuals directly;
  2. Complying with all employment, tax, and labor laws applicable to them;
  3. Indemnifying the Company against any claims arising from such engagement.

11.7. The Teacher acknowledges that the Payment Processor (e.g., Stripe) may generate and file tax reports, including Form 1099-K, in accordance with applicable laws. It is the Teacher’s responsibility to ensure their account is fully verified to receive both funds and relevant tax documentation.

11.8. The Teacher further acknowledges that payments facilitated through the Platform, including amounts calculated or denominated via AI Units, do not alter the tax characterization of such payments and do not constitute wages, salary, or employment income.

11.9. The Company shall bear no liability whatsoever for any tax assessments, penalties, interest, or other charges imposed on the Teacher by any taxing authority in connection with this Agreement or the Teacher’s use of the Platform.

12. Limitation of Liability

To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or relating to the Teacher’s participation on the Platform, including any delays by payment processors, temporary outages, ranking decisions, student complaints, accessibility-tool failures, or video, captioning, or transcription errors. Without limiting the foregoing, third-party accessibility, video, captioning, and transcription services, including accessiBe, Daily.co, or any successor providers, are provided on an “as is” and “as available” basis. The Company does not warrant uninterrupted availability or absolute accuracy of such services and disclaims liability for outages, interruptions, malfunctions, errors, inaccuracies, omissions, or delays attributable to such third-party services.

13. Late Cancellation by Teacher – No Exceptions Policy

13.1. Any cancellation of a scheduled session by a Teacher less than twenty-four (24) hours before its scheduled start time shall be deemed a "Late Cancellation".

13.2. Notwithstanding anything to the contrary, no personal circumstances, including medical emergencies, illness, or other unforeseen events, shall exempt the Teacher from the consequences of a Late Cancellation.

13.3. In the event of a Late Cancellation, the Platform shall:

  1. Automatically credit the full amount of AI Units back to the affected Student.
  2. Reserve the right to impose administrative penalties on the Teacher’s account, including but not limited to fines, temporary suspension, or permanent account review.

13.4. The Teacher agrees that the Platform will not adjudicate, review, or accept documentation regarding medical or personal reasons for late cancellations. "No Show" or late cancellation equals a mandatory refund to the Student and a breach of service standards.

13.5. This policy is applied uniformly and without case-by-case review.

13.6. Notwithstanding the above, the Platform reserves the right, at its sole and absolute discretion, to waive or modify any penalties in exceptional and documented cases. Any such waiver shall be made on a case-by-case basis and shall not constitute a waiver of the Platform's right to strictly enforce this policy in other instances or a precedent for future cancellations.

14. Governing Law & Jurisdiction

This Agreement shall be governed by the laws of the State of New Jersey, USA, without regard to conflict of law principles.

15. Notices and Essential Communications

15.1. The Company may send the Teacher operational, legal, tax, payment, security, Platform, session, or policy-related messages by email, SMS, or in-Platform notices using the contact details provided by the Teacher.

15.2. The Teacher may opt out of promotional or marketing communications where such option is made available. However, opting out of marketing communications does not apply to essential, service-related, transactional, legal, or compliance messages, including account verification, security alerts, session notifications, billing and financial notices, tax communications, or updates to this Agreement, the Platform Terms and Conditions, or the Privacy Policy, as such communications may be necessary for the performance of the contract or to comply with legal obligations.

15.3. The Company may, in its sole discretion and without obligation, introduce temporary or ongoing incentive, loyalty, or performance-based commission programs, including reduced platform fees or improved payout terms for Teachers who meet activity, quality, or minimum-hours thresholds. Any such program, including eligibility criteria, measurement periods, duration, exclusions, suspension, modification, or termination, shall be communicated separately by the Company and may be changed or discontinued at any time.

16. Dispute Resolution, Arbitration, Governing Law & Jurisdiction

16.1. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the Teacher’s use of the Platform, the Parties shall first attempt in good faith to resolve the matter informally. Either Party may provide written notice of the dispute, and the Parties shall have thirty (30) business days (United States) from the date of such notice to attempt resolution.

16.2. If the dispute is not resolved within such thirty (30) business day period, the dispute shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in English and may be held remotely, unless the arbitrator determines that an in-person hearing is necessary. The legal seat of the arbitration shall be New Jersey, USA. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

16.3. The Parties waive any right to a trial by jury and agree that any dispute shall be brought only on an individual basis and not as part of any class, collective, or representative action.

16.4. Notwithstanding the foregoing, the Company may seek temporary, preliminary, or permanent injunctive or equitable relief in any court of competent jurisdiction, including the state or federal courts located in New Jersey, to protect its intellectual property, Confidential Information, payment rights, or rights relating to off-Platform solicitation or circumvention. Nothing in this Section shall prevent either Party from bringing an individual claim in a court of small claims jurisdiction where permitted by applicable law.

16.5. This Agreement shall be governed by the laws of the State of New Jersey, USA, without regard to conflict of law principles.

16.6. Subject to Section 16.4, the state and federal courts located in New Jersey, USA, shall have exclusive jurisdiction over any court proceedings arising out of or relating to this Agreement, including any action to compel arbitration, confirm an arbitral award, or obtain injunctive relief.

17. Acceptance

This Agreement is accepted electronically by the Teacher through registration, checkbox confirmation, click-through acceptance, or continued use of the Platform and constitutes a legally binding agreement.

18. Entire Agreement

18.1. This Agreement, together with any policies or terms expressly incorporated herein by reference, constitutes the full and complete agreement between the Teacher and the Company regarding the services addressed herein and supersedes any prior or contemporaneous agreements, understandings, or representations relating to the same subject matter.

18.2. The Company may amend this Agreement from time to time by posting an updated version on the Platform or by providing electronic notice. Unless otherwise required by applicable law, any such amendment shall become effective on the date specified in the notice or updated version. The Teacher’s continued use of the Platform after the effective date of an amendment shall constitute acceptance of the amended Agreement. If the Teacher does not agree to an amendment, the Teacher must cease using the Platform and may request account closure in accordance with Section 6.3.