Terms of Customer Account Use

Welcome to Nerdy and Nerd tutors! We are delighted that you have entrusted us to help with your learning needs by meeting and working with the many Nerds available to you, or with the learning needs of your family or others. We want to be clear about the terms and conditions applicable to your recent purchase and any additional future purchases you make ("Terms"). By creating an account, providing payment information, and/or making a purchase, You agree to be bound by these Terms so that you are well informed of the services supporting how these services work, your rights as a customer, and our commitment to your satisfaction. Therefore, please read these Terms in their entirety, in addition to any terms set forth in your purchase documentation that is emailed to You. Your acceptance of these Terms will be recorded and accessible in Your Account. If you have any questions about these Terms or are unable to access them, please reach out to us by email at help@nerdy.com. We will be happy to assist you.

BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THE FOLLOWING:

(A) FOR NERD TUTORING SESSIONS, THAT THESE TERMS INCLUDE YOUR AGREEMENT TO RECURRING CHARGES THAT WILL CONTINUE UNLESS CANCELLED, CONSISTENT WITH YOUR PARTICULAR PURCHASE (SEE SECTION II).

(B) FOR ALL PURCHASES, THAT THESE TERMS ALSO INCLUDE YOUR AGREEMENT TO PAY FOR TUTORING SESSIONS CONSUMED IN EXCESS OF THE SESSIONS INCLUDED IN YOUR ACCOUNT, ALSO KNOWN AS SUPPLEMENTAL NERD TUTORING, (SEE SECTION II).

(C) FOR ALL PURCHASES, THAT THESE TERMS INCLUDE A CLASS ACTION WAIVER AND RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT, AS DESCRIBED BELOW. THE TERMS OF THE ARBITRATION PROVISION AND CLASS ACTION WAIVER SHALL NOT APPLY IF UNENFORCEABLE UNDER THE LAWS OF THE COUNTRY IN WHICH YOU RESIDE.

(D) THAT YOU AGREE TO THE TERMS AND CONDITIONS OUTLINED BELOW.

Please note that all capitalized terms are defined within the Definitions set forth in Section 3.1 or as otherwise defined herein.

SECTION I: NERD TUTORING

Nerd Tutoring Sessions

Nerd Tutoring Sessions provide individual (one-on-one) sessions of a specified length and subject (a "Session") with a Nerd, made available to You on an on-demand basis. You are able to seek tutoring across the subjects offered on the site, with a Nerd available to meet with You on demand, subject to the availability limitations described below. You can work with one or more Nerds, and the choice is yours. No need to preschedule appointments, deal with tutor cancellations or rescheduling, or start over. And get the help that fits your particular needs.

To the extent You consume more Sessions than are included in Your Account, overages will be charged according to the Supplemental Tutoring terms in Section II.

AI Tutoring Disclosure. The tutoring and instruction provided through the Service is delivered exclusively by Nerds — AI-driven tutoring characters — and not by humans. References elsewhere in these Terms to a Nerd "meeting with," "working with," or "teaching" a Customer describe interaction with an AI-driven tutoring character, not a human being.

SECTION II: PURCHASING NERD TUTORING, SUPPLEMENTAL PURCHASES, AND TRIALS

Nerd Tutoring Sessions are available by monthly subscription based upon Your purchase. A monthly subscription for Nerd Tutoring includes a specified number of Nerd Tutoring Sessions per month on a recurring monthly basis to use for 1:1 Nerd Tutoring, and additional features and services that we may choose to include over time, all as confirmed in Your purchase documentation.

Additional details are set forth below.

NERD TUTORING SESSIONS

What is a Nerd Tutoring Subscription and how does it work? A Nerd Tutoring Subscription is a recurring monthly plan that provides You with a specified number of Nerd Tutoring Sessions to help You achieve Your learning goals. Depending on Your purchase type, You will pay a recurring monthly (or annual) fee that entitles You to Subscription benefits through the remainder of the month (or year) as selected and agreed to by You.

What is included in a Nerd Tutoring Subscription? A Nerd Tutoring Subscription entitles You to a set number of Nerd Tutoring Sessions per month on a recurring monthly basis, redeemable for Sessions with a Nerd through the Platform (the "Monthly Session Allowance"). The number and standard length of Sessions included in Your Monthly Session Allowance will be confirmed in Your purchase documentation.

Free Trial Session. Company may make available a single, complimentary introductory Session or some other promotion or discount (a "Free Trial Session") once You have provided payment card details, prior to the commencement of recurring Nerd Tutoring Subscription charges, as further described in Your purchase documentation. Using a Free Trial Session does not by itself obligate You to continue with a paid Nerd Tutoring Subscription; however, unless You cancel prior to the time specified in Your purchase documentation, Your Nerd Tutor Subscription will automatically commence following the Free Trial Session or date certain as reflected in your purchase documentation unless You choose a different offering and recurring charges will apply as described below and in Section II generally.

How long does a Nerd Tutoring Subscription last? Sessions are available to You throughout the period following Your initial purchase date, which will be confirmed in Your purchase documentation. For Your convenience, the Nerd Tutoring Subscription will renew at the end of that time period if not timely canceled, as explained further below.

When will the charges take place? When You purchase a Nerd Tutoring Subscription, or at the conclusion of your Free Trial Session, Your Monthly Session Allowance will be added to Your account each month on the "Monthly Billing Date," and You agree to a corresponding monthly charge (unless You purchased on an annual or other basis), which shall be made using the same method of payment as the original purchase. The Monthly Billing Date corresponds to the calendar day on which You purchased the Nerd Tutor Subscription (or, if applicable, the day Your Free Trial Session period ends), and Your Monthly Billing Date will recur on that day of each subsequent month. If Your initial billing date was on the 29th, 30th, or 31st day of the month, then Your Monthly Billing Date for months that do not have that date will default to the last day of that month.

What recurring charges am I agreeing to? By entering into these Terms, You acknowledge that: 1) Your Nerd Tutoring Subscription has an initial and recurring monthly (or annual) payment feature, and 2) You accept responsibility for all recurring and Supplemental Tutoring charges thereafter unless or until You cancel, consistent with the obligations and procedures referenced herein. Company may submit monthly charges without further authorization from You, until You provide advance notice in compliance with the cancellation procedures set forth herein that You want to cancel Your Nerd Tutoring Subscription and terminate this authorization. Such notice will not affect charges submitted before Company reasonably could act.

How can I update my payment information? You may update Your default payment information at any time in the Account Settings section of Your Account. Your card provider may provide us with the updated payment details, and we reserve the right to use these updated details for future charges in order to help prevent any interruption to the delivery of service. If Company does not receive payment from Your payment provider upon any Monthly Billing Date, then You agree: 1) to pay all amounts due on Your account upon demand, and 2) that Company may either terminate or suspend Your Nerd Tutoring Subscription and continue to attempt to charge Your payment provider until payment is received.

How do I use my Monthly Session Allowance? Sessions included in Your Monthly Session Allowance are redeemable with a Nerd, subject to the length and type of Nerd Tutor Subscription You purchase. Your Monthly Session Allowance will be available through Your Account beginning on the Monthly Billing Date, and continuing until midnight on the day prior to the next Monthly Billing Date unless consumed.

Can my Monthly Session Allowance roll over to another month? No, Your Monthly Session Allowance cannot be carried forward beyond the next Monthly Billing Date (i.e., You must use it prior to the next upcoming Monthly Billing Date, or it will be forfeited and a new Monthly Session Allowance will be added).

What if I need more Sessions in any given month? If You use all of Your Monthly Session Allowance prior to the next Monthly Billing Date, You may continue to initiate additional Sessions without advance purchase. This flexible option is referred to as "Supplemental Tutoring". If You use Supplemental Tutoring, we will charge Your payment method for the additional Sessions at the rate set forth in Your purchase documentation. By agreeing to these Terms, You accept responsibility to pay for additional Sessions used in excess of Your Monthly Session Allowance, and Company may submit such charges without further authorization from You.

Am I able to cancel my Nerd Tutoring Subscription? You may cancel Your Nerd Tutoring Subscription at any time through the Account Settings section of Your Account, provided cancelling only impacts future Monthly Billing Dates and no refunds are available for any unused portion of your Monthly Session Allowance at the time of cancellation (which you are still eligible to use until the next Monthly Billing Date). If You have any issues regarding your efforts to cancel, please contact us as described in the Introduction to these Terms.

Am I entitled to a refund? You are not entitled to receive a refund for any unused portion of Your Monthly Session Allowance. Sessions have no cash value and are not redeemable or usable for cash.

ADDITIONAL PURCHASE POLICIES

The following policies apply to all purchases.

a) Initiating Sessions. Nerd Tutoring Sessions are generally initiated by You on demand through Your Account, without the need to schedule in advance or coordinate availability. If You need to end a Session in progress, You may do so at any time in the Session.

b) Minimum Billing for Sessions. Unless otherwise indicated in Your purchase documentation, the standard length of a Session is 30 minutes, and Company reserves the right to debit Your Account for that standard minimum length, or such other minimum length as is set forth in Your purchase documentation.

c) Supplemental Tutoring. We understand that You may want to use more Sessions in a given month than are included in Your Monthly Session Allowance. To accommodate Your additional needs, You may continue to initiate Sessions without advance purchase of additional Sessions; this is referred to as "Supplemental Tutoring." If You take advantage of Supplemental Tutoring, we will charge Your payment method for the additional Sessions consumed at the rate set forth in Your purchase documentation, and it will be reflected in Your Account. There is no penalty or additional fee associated with Supplemental Tutoring other than payment for the additional consumption. By accepting these Terms, You accept responsibility for payment for Sessions used in excess of Your Monthly Session Allowance. If You are concerned about Supplemental Tutoring charges, please contact us as described in the Introduction to these Terms.

d) Non-Purchased Sessions and Your Account. To the extent You receive Sessions credited to Your Account that were not purchased, those Sessions expire upon Your next Monthly Billing Date. Non-purchased Sessions have no cash value and are not redeemable or usable for cash.

SECTION III: MISCELLANEOUS PROVISIONS

3.1 Definitions

"Company" or "Nerdy" – this refers to us, Nerdy LLC, a Delaware limited liability company. Company is an online learning destination that provides Customers access to personalized tutoring delivered by Nerds; AI-driven tutoring characters across a variety of subjects.

"Customers," "You," or "Your" – this refers to you (students, users, parents, guardians, purchasers, and learners) and includes anyone you've authorized to receive Nerd Tutoring or other benefits included with your purchase(s) (or the purchase made on Your behalf), if any, including any authorized user of Your account or to whom You have provided Customer account access.

"Platform" – this refers collectively to Company's platform, proprietary content, tools, and technology hosted at nerdy.com, websites, applications, content, and third-party applications.

"Nerds" – this refers to the AI-driven, software-generated tutoring characters made available through the Platform to interact with and provide tutoring, instruction, and/or learning content to Customers (and individually a Nerd, each of which has a name and profile information or one that is custom built by You). Nerds are not human and are not agents of Company for any purpose other than as expressly set forth in these Terms.

"Terms" – this refers to these Terms of Customer Account Use, which are entered into between You and Company (the "Parties"). The Terms shall govern Your access to or use of all aspects and components of the Platform in accordance with Your purchase(s).

"Session" – this refers to any tutoring interaction between You and a Nerd on the Platform, whether initiated on demand or, where scheduling is offered, at a scheduled time, as applicable to Your purchase.

3.2 No Outcome Guarantee

Company is not responsible for Your results or outcomes hereunder and shall have no obligation to You in this regard. If You are not experiencing Your desired results, You may contact us and we will work with You to address Your concerns.

3.3 Network Access/Devices:

You are responsible for obtaining the necessary hardware and software to access the Platform, whether through a computer, laptop, mobile device, tablet, or other authorized device. Please contact IT support by email techsupport@nerdy.com for information regarding the particular devices supported, the acceptable browsers, the correct operating systems, etc. If not a part of Your hardware, You will also need a webcam, speakers, and/or microphone for on-line and instant Sessions. A sufficient connection to the Internet is also necessary to access the Platform and to engage in on-line and instant Sessions.

Nerdy reserves the right to restrict Your use or access to the website and any other actions it deems reasonably necessary to prevent fraud and abuse and maintain its integrity.

3.4 Minor Customers:

Customers who intend to obtain services for minors should maintain an appropriate level of involvement based upon Customer's understanding of the maturity and capabilities of the minor(s). They should also be available as necessary to support an online learning environment, including but not limited to assistance with hardware, software, wi-fi, and other technical troubleshooting outside the control of Company; avoiding distractions/creating an optimal environment for learning; logging onto the site on; etc.

3.5 Nerd Session Data; AI Processing

Every Session necessarily involves Company's processing of Your audio, video, and/or chat input using artificial intelligence and machine learning technology in order to generate the Nerd's responses and deliver the Service. Session data may also be retained and used to provide customer support, for quality assurance, to improve the Service, and for the other purposes described in the Privacy Notice, including any use by artificial intelligence or machine learning technology providers as further described there.

Session data is Company's Confidential Information and shall remain the property of Company, subject to the terms of the Privacy Notice. You agree that Session data may not be downloaded, broadcast, or otherwise reproduced in any form, for any reason by You, and You shall be responsible for any breach.

3.6 Taxes:

Payments You make from within the United States do not include any applicable taxes on Your use of the Platform. Accordingly, You are responsible for any applicable sales, use, or other taxes arising out of Your purchase from within the United States (excluding taxes on Company's net income), to the extent it is determined that any such taxes are owed by any taxing authorities. Payments related to purchases You make outside of the United States may include applicable taxes where deemed mandatory under that country's taxing authority's regulations, as determined by Company at its sole discretion.

3.7 Integration:

By agreeing to these Terms You also acknowledge having agreed to and being bound by Company's Consent to Electronic Signature and Communications Delivery Policy, its Privacy Notice (www.nerdy.com/privacy), its website Terms of Use (www.nerdy.com/termsofuse), and any addendum hereto; however, in the event of a conflict regarding any other agreement(s), these Terms shall control.

3.8 Confidentiality:

You may obtain Company's confidential information and/or trade secrets (or that of its related and/or affiliated entities) during the course of Your use of the Platform. This information includes, but is not limited to, contractual, technical, pricing, marketing, product, operational, intellectual property, or other valuable information that is not publicly available or available without contractual restrictions (but is not intended to limit the learning obtained through the Platform). You agree to hold such information in strict confidence. All right, title, and interest in Company's confidential information shall remain with Company. Confidential information shall not include information (i) You possessed prior to Your access to information through the Platform or use of the Platform, (ii) that becomes generally known to the public (without violation of these Terms), (iii) You obtained from a third party who was not legally prohibited from disclosing it, or (iv) that You independently developed without the use of Company's confidential information.

3.9 Content:

Company may allow You to submit, upload, publish, or otherwise make available through the website certain content; however, You are not required to do so. While any content provided by You remains Your property, You hereby grant Company an irrevocable, perpetual, transferable, non-exclusive, fully paid-up, royalty-free, worldwide license (sub-licensable through multiple tiers) to: (i) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display such content (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed, and (ii) use (and permit others to use) such content in any manner and for any purpose (including, but not limited to, commercial purposes) that Company deems appropriate in its sole discretion (including, but not limited to, incorporating such content (or any modification thereto), in whole or in part, into any technology, product, or service. Company may evaluate in an aggregated and anonymized form to derive statistical and performance information related to the Platform, and as set forth in the Privacy Notice. Company reserves the right, but it has no obligation, to review content posted on the Platform and to remove any such material that violates or is alleged to violate the law or these Terms; that is offensive or illegal; or that might violate the rights of others, harm others, or threaten the safety of others.

3.10 Restrictions:

You shall not: (i) remove any copyright, trademark, or other proprietary notices from the Platform; (ii) transfer, reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, display publicly, perform publicly, transmit, stream, broadcast, or otherwise exploit the Platform, except as expressly permitted by Company; (iii) decompile, disassemble, or reverse engineer the Platform, unless permitted by law; (iv) link to, or frame any portion of the Platform; (v) cause or launch any program or script for the purpose of scraping, indexing, or surveying any portion of the Platform or hindering the functionality or operation of the Platform; (vi) attempt to gain unauthorized access to or impair any aspect of the Platform's systems or networks; or (vii) use the Platform or any Session to extract, reverse-engineer, replicate, or train a competing artificial intelligence model on the underlying models, prompts, training data, voice, or likeness of any Nerd.

3.11 Agreement to Arbitrate:

Please read this section carefully. It affects legal rights that You may otherwise have and requires individual final and binding arbitration of most disputes instead of resolution in court.

Arbitration is the submission of a dispute to a neutral arbitrator, NOT a judge or jury, for a final and binding decision, known as an "award." Arbitration provides for more limited discovery than in court, is subject to limited review by courts, and the result is confidential. Each party has an opportunity to present evidence to the arbitrator in writing or through witnesses. An arbitrator generally can award the same damages and relief to You that a court can award under the law and must honor the terms and conditions in these Terms.

In order to expedite and control the cost of disputes, You and Company agree that any legal or equitable claim relating to this Agreement, any addendum, the use of the platform, or the tutoring obtained from the platform (referred to as a "Claim"), will be resolved as follows: If a Claim cannot be resolved informally, any Claim asserted will be resolved only by binding arbitration. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. The arbitration will be conducted by one arbitrator who is a member of the American Arbitration Association ("AAA") and will be governed by the Consumer Arbitration Rules of the AAA. The arbitration will be held in St. Louis County, Missouri or as mutually agreed between the parties and the arbitrator will apply Missouri substantive law, or federal law as applicable, in all respects. The arbitrator shall have all authority to determine the arbitrability of any claim and enter a final binding judgment at the conclusion of any proceedings. Any final judgment may be appealed only on the grounds of improper bias or improper conduct of the arbitrator. If You decide to initiate arbitration, You will have to submit a demand for arbitration with a filing fee to https://www.adr.org. Company agrees to reimburse You for the filing fee; however, all other fees related to the arbitration, including the fees of the arbitrator, attorneys' fees, arbitration expenses, etc. shall be determined by the arbitrator in accordance with the AAA rules. You also agree that this arbitration agreement shall apply to any dispute with other parties arising out of or relating to these Terms, including the determination of the scope or applicability of this agreement to arbitrate, regardless of the date of accrual of such dispute.

YOU AND NERDY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING AND THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS AND THAT CLASS, MASS, CONSOLIDATED, OR COMBINED ACTIONS OR ARBITRATIONS OR PROCEEDINGS AS A PRIVATE ATTORNEY GENERAL ARE NOT PERMITTED.

These Terms evidence a transaction in interstate commerce and the Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate.

This agreement to arbitrate shall survive termination of these Terms. Notwithstanding anything to the contrary, if any part of this agreement to arbitrate is deemed invalid or inapplicable, the remainder of the agreement to arbitrate shall still be considered valid and enforceable. If any part of this agreement to arbitrate is deemed invalid or inapplicable, You and Nerdy waive, to the fullest extent allowed by law, any claims to recover punitive or exemplary damages and any right to pursue any claims on a class, mass, consolidated, or combined basis.

The arbitrator shall not award relief in excess of what is allowed by applicable law and the Agreement. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator shall not have the power to commit errors of law or legal reasoning, and the Parties agree that any declaratory or injunctive award may be vacated or corrected on appeal by either party to a court of competent jurisdiction for any such error. Each party will bear its own costs and fees on any such appeal. Judgment on the award may be entered in any court of competent jurisdiction.

3.12 Disclaimer of Warranties:

NERDY MAKES NO WARRANTY OR REPRESENTATION THAT THE ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. NERDY HEREBY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, NON-INFRINGEMENT, AND QUALITY, UNLESS PROHIBITED BY LAW. THE NERDY PLATFORM IS PROVIDED ON AN "AS IS" BASIS. NERDY DOES NOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE PLATFORM AND DOES NOT CLAIM TO BE ACCREDITED BY ANY CERTIFYING AGENCY. WITHOUT LIMITING THE FOREGOING, NERDY DOES NOT WARRANT THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR ACHIEVE THE INTENDED PURPOSES, (B) THE PLATFORM WILL NOT EXPERIENCE OUTAGES OR OTHERWISE BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE INFORMATION OR SERVICES OBTAINED THROUGH OR FROM THE PLATFORM WILL BE ACCURATE, COMPLETE, CURRENT, ERROR-FREE, COMPLETELY SECURE, OR RELIABLE, OR (D) THAT DEFECTS IN OR ON THE PLATFORM WILL BE CORRECTED.

COMPANY DOES NOT WARRANT THAT ANY NERD-GENERATED CONTENT, RESPONSE, EXPLANATION, OR INSTRUCTION WILL BE ACCURATE, COMPLETE, OR ERROR-FREE. AI-GENERATED CONTENT MAY CONTAIN MISTAKES, OMISSIONS, OR OUTDATED INFORMATION, AND YOU SHOULD INDEPENDENTLY VERIFY ANY MATERIAL YOU INTEND TO RELY ON FOR ACADEMIC, TESTING, OR OTHER PURPOSES. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL MEET THE REQUIREMENTS OF ANY EDUCATIONAL INSTITUTION'S ACADEMIC INTEGRITY OR AI-USE POLICIES. YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOUR USE OF THE SERVICE COMPLIES WITH ANY SUCH POLICIES APPLICABLE TO YOU.

COMPANY RELIES ON THIRD-PARTY ARTIFICIAL INTELLIGENCE INFRASTRUCTURE AND MODEL PROVIDERS TO DELIVER THE SERVICE. COMPANY DOES NOT CONTROL, AND DISCLAIMS ANY WARRANTY REGARDING, THE AVAILABILITY, TRAINING, OR BEHAVIOR OF SUCH THIRD-PARTY TECHNOLOGY, INCLUDING ANY OUTAGE, DEGRADATION, OR CHANGE IN A NERD'S CAPABILITIES RESULTING FROM AN UNDERLYING MODEL UPDATE.

3.13 Limitation of Liability:

In no event will Nerdy be liable to You for any incidental, special, exemplary, punitive, consequential, or indirect damages (including damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by the Platform, service interruptions, or reliance on the accuracy or completeness of Nerd-generated content) arising out of or in connection with the Platform, the services, or these Terms, even if advised of the possibility of such damages. In no event shall the total liability of Nerdy (including itself and its members, managers, directors, officers, employees, or representatives) to You for all damages, losses, causes of action (whether in contract or tort, including but not limited to, negligence or otherwise) arising from Your use of the Platform or relating to these Terms exceed, in the aggregate, the total amount purchased by You or through Your account over the preceding six (6) months.

3.14 Indemnification:

You will defend, indemnify, and hold harmless Company and its affiliates, subsidiaries, parents, successors, and assigns, and each of its respective officers, members, employees, and agents from any claims, actions, suits, losses, costs, liabilities, and expenses (including reasonable attorney's fees) relating to or arising out of Your use of the Platform and/or participation in any services, including: (i) Your breach of these Terms or the documents incorporated by reference; (ii) Your violation of any law or the rights of a third party; (iii) any allegation that any materials You submit to Company or transmit through the Platform infringe or otherwise violate the copyright, trademark, trade secret, or other intellectual property or other rights of a third party; and (iv) Your failure to pay any applicable sales, use, or other taxes arising out of Your purchase.

3.15 Binding Effect; Third Party Beneficiaries:

These Terms shall inure to the benefit of and shall be binding upon the Parties hereto and their respective heir, legal representatives, successors, and permitted assigns. Related and/or affiliated entities of Nerdy as well as those entities under the common control of the same entity or parent as Nerdy shall be considered third-party beneficiaries of this Agreement. Except as expressly set forth herein, this Agreement is not intended to confer any rights or remedies upon any other person or entity.

3.16 Governing Law, Jurisdiction, and Venue:

The laws of the State of Missouri shall govern these Terms, the construction of its terms, and the interpretation of the rights and duties of the Parties hereto, as well as any claim that may arise between You and Nerdy, without regard to any conflict of law provisions, except for the Federal Arbitration Act as set forth in Section 3.11, unless it is found not to be applicable. You agree to submit to the personal jurisdiction and that venue for any issue not subject to arbitration shall be in the Circuit Court of the County of St. Louis, State of Missouri or the United States District Court for the Eastern District of Missouri. If any provision is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions of these Terms and the documents incorporated by reference. In that event, the Parties shall replace the invalid or non-binding provision with provision(s) that are valid and binding, and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of the Terms.

3.17 Affiliates and/or Affiliate Marketing:

To the extent You accessed Nerdy's Platform by virtue of Your actions on a third party's website or application, with whom Nerdy has a business and/or affiliate relationship, or access the services of any of Nerdy's affiliate entities, You may be subject to such third party's privacy policy in addition to the Privacy Notice, and Your information (such as name, email, phone number, zip code, subject matter/nature of interest, and/or other information You submitted in conjunction with the preceding) may be shared with that third party, although Nerdy will use reasonable efforts to share information of this nature in an anonymized or summary fashion and in accordance with the Privacy Notice or otherwise as contemplated through Your use of the services. Information regarding purchase activity may also be shared with such third-party, and any such third party may only use such information received hereunder in accordance with its privacy policy (for which Nerdy is not responsible) or as otherwise agreed or consented to by You.

3.18 Other Website Activities:

Company performs a variety of key activities through the website, including those associated with sales and customer service, delivery of Nerd Tutoring Sessions, and customer support.

3.19 Modification of these Terms:

In order to operate and improve the Platform, Nerdy reserves the right to modify or amend these Terms, including doing so electronically, and any such modification or amendment is accepted or agreed to by You pursuant to Consent to Electronic Signature and Communications Delivery Policy or by Your continued use of the Platform after being notified of modification or amendment of the Terms. The modified or amended Terms shall supersede any prior terms related to the subject matter hereof. If You do not agree to these modified or amended Terms, You may not use the Platform. You also agree to comply with the terms of use and/or terms of service of any non-Nerdy application, software, or product that You use in connection with the Platform.

3.20 Authority:

By signing these Terms, You represent and warrant that (i) You are at least 18 years old and are otherwise capable of entering into binding contracts, and (ii) You have the right, authority, and capacity to enter into these Terms and to abide by them, and that You will so abide.