Consent to Electronic Signature and Communications

You have entered or are entering into a business relationship with Nerdy LLC or its/their related/affiliated entities (collectively herein, the "Company"). In addition to consenting to electronically signing documents with us, this policy describes how Company delivers communications to you electronically regarding your relationship and account through the Platform (the "Account"), service your Account, agree to and update your contracts and other written agreements, and/or other communications regarding your Account. As set forth below, you agree and consent to receive electronically communications, agreements, documents, notices, and disclosures (collectively "Communications") that Company provides in connection with your Account and your use of the Platform. This policy applies to all internet-based and mobile phone Communications from Company, including but not limited to email, website, telephone, mobile phone, and mobile application. Company may amend this policy at any time by posting a revised version on the website or providing other notice, at which time it will be effective. As used in this policy, "Platform" means Company's website located at nerdy.com and its AI-powered virtual tutoring services, including access to Company's proprietary, artificial-intelligence-generated tutoring characters ("Nerds" and each, a "Nerd"). Acceptance of this policy is required in order to create an Account and use the Platform, because the service is delivered entirely through Nerds (in addition to ancillary communications through the Platform related to its operations) and cannot be provided to you without your consent to receive Communications electronically.

Electronic Signature

You agree that by electronically signing any contract, order form, webform, or any other written agreement (which includes when you click on the "I Accept," "Submit," or another similar button where presented), you are indicating your intent to agree to the respective document or record, confirming that you have agreed to the terms and conditions thereof and that you understand you have had an opportunity to download or print a copy of it for your file.

You acknowledge and agree that your consent is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act (ESIGN) and/or the Uniform Electronic Transactions Act (UETA), that you and Company each intend that ESIGN and UETA apply to the fullest extent possible to validate Company's ability to conduct business with you by electronic means. If federal law is not applicable as determined by a court with jurisdiction over this matter, the parties agree that Missouri law shall apply. You agree that all terms and conditions and other Communications that Company provides to you electronically, satisfy any legal requirement that such Communication(s) would satisfy if it were to be a paper copy.

Copies of Communications you have signed electronically are available when logged into your Account and/or will be emailed to you. Upon your request and at no charge, Company will send you a paper copy of the contract(s) or other Communication signed by you electronically pursuant to this consent. To request a paper copy, please write to the following address within 90 days of the Communication for which you seek a paper copy: Nerdy LLC, Attn: Legal Department, 8001 Forsyth Blvd, Suite 1050, Saint Louis, MO 63105.

AI-Generated Tutoring and Communications

Company's tutoring and instructional services are provided by Nerds and not by humans. Some Communications you receive under this policy, including session summaries, transcripts, chat logs, and support messages, may be generated, processed, and/or delivered using artificial intelligence and machine learning technology, which may operate without direct human oversight. By consenting to receive Communications electronically under this policy, you acknowledge and agree that you may be interacting with, and receiving Communications generated by or in connection with, a Nerd (or other artificial intelligence and machine learning technology) rather than a human, as further described in Company's Privacy Notice.

Electronic Delivery of Communications

You agree to receive Communications in connection with the Account by electronic means, including via email, text message, Short Messaging Service (SMS), facsimile, telephone, mobile phone, video call, audio call, telemarketing calls, pre-recorded calls, post(s) to your Account, and other electronic communication formats. Communications include, without limitation, contracts you agree to (including updates or amendments), messages, or notices about your Account, transaction receipts or confirmations, Account statements and history, and other Account or transaction information. You will receive electronic confirmation of your consent to this policy within your Account.

Communications may include your name and Account information and may be available to any party with access to your Account information or hardware or software used to view your Account. This includes Communications directed to your email(s), telephone, and mobile phone number(s) included in your Account. You are responsible for maintaining the confidentiality of your Account information and passwords and for restricting access to your Account to you/your authorized users. You agree to accept all responsibility for all activities that occur under your username and password. Consent to receiving SMS/text messages is not a condition of creating an Account with Company.

Hardware and Software Requirements

To access and retain Communications, you will need adequate hardware and software, including a computer, laptop, or mobile device with an Internet connection; an up-to-date web browser that includes standards-based encryption with cookies enabled (visit http://browsehappy.com/ for a list showing browsers and their current released version); a current version of Adobe Acrobat or comparable software to open documents in the .pdf format; a valid email address (your primary email address on file with Company); and sufficient storage space to save past Communications or an installed printer to print them. Company will notify you if there are any material changes to the hardware or software needed to receive Communications from Company. By giving your consent you confirm that you have access to the necessary equipment and can receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date. While not required to have Communications with Company, Company can only provide text messages, emails, and SMS to mobile phones that are equipped to receive such messages, and you consent to receive such Communications by providing your email and mobile phone number.

Updating your contact information

You are responsible for updating your primary email address and mobile phone number so that Company can communicate with you electronically. You can update your primary email address and mobile phone number at any time by logging into your Account and modifying your profile. If your email address or mobile phone number becomes invalid such that Communications sent to you by Company are returned, Company may deem your Account to be inactive, and you will not be able to transact any activity using your Account until Company receives a valid, working primary email address or mobile phone number from you. You understand and agree that if Company sends you a Communication, but you do not receive it because your primary email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive Communications, Company will be deemed to have provided the Communication to you. If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Company to your email address book to receive Communications we send to you.

Authorization to be Contacted by Company / Withdrawal of Consent

Calls: You authorize Company to call you for transactional or relationship purposes (that is, notices to facilitate the transaction or the relationship such as (1) obtaining information necessary for Company to service your Account; (2) notifying you of important issues regarding your Account at any telephone/mobile phone number or email address you provide; (3) collecting on your Account; and (4) suspected fraud or identity theft. Such calls could be made using an automatic telephone dialing system or prerecorded voice. You may withdraw your consent to receive calls by updating your preferences within your Account, by sending a Do Not Call request to us at: dnc@nerdy.com, or by any other reasonable means.

SMS or text messages: Company may also send you transactional or relationship messages by SMS text message at any mobile number you provide, and you authorize Company to send any SMS text messages through your communication service provider. Such texts may be made using an automatic telephone dialing system. Company will not charge you a fee for sending SMS text messages, but your communication service provider may. You agree to pay any fee(s) or charges(s) that you may incur for incoming and outgoing text messages from or to us or our assigns, successors, servicers, or agents, without reimbursement from Company or them. You may withdraw your consent to receive SMS text messages by texting STOP to the message you receive. At Company's option, Company may treat your provision of an invalid mobile phone number, or the subsequent malfunction of a previously valid mobile phone number as a withdrawal of your consent to receive SMS text messages. Company will not impose any fee to process the withdrawal of your consent to receive SMS text messages. Any withdrawal of your consent to receive SMS text messages will be effective within a reasonable time, not to exceed ten (10) business days after receipt.

Withdrawing Consent to Communications Generally

You may withdraw your consent to receive Communications electronically by writing to Company at Nerdy LLC, Attn: Legal Department, 8001 Forsyth Blvd, Suite 1050, Saint Louis, MO 63105, or by contacting Company via the Platform. If you fail to provide, or withdraw, your consent to receive Communications electronically, Company reserves the right to deny your application for an Account, restrict or deactivate your Account, close your Account, or charge you additional fees for paper copies. If you want to opt out of a particular category of Communications only, rather than withdrawing your consent to Communications generally, please use the opt-out method included with that Communication, such as replying "STOP" to text messages or using the unsubscribe link included in a promotional email.

Miscellaneous

You agree to indemnify, defend, and hold Company harmless from and against any and all claims, losses, liability, costs, and expenses (including reasonable attorneys' fees) arising from your provision of a mobile phone number that is not your own or your violation of applicable federal, state or local law, regulation or ordinance. Your obligations under this paragraph shall survive termination of the Agreement. Company will not be liable for losses or damages arising from any delay in delivery or disclosure of account information to third parties by your communication service provider. Company may modify or terminate its text messaging services from time to time, for any reason, and without notice, including the right to terminate text messaging with or without notice, without liability to you, any other user or a third party.