USER AGREEMENT FOR VENDOR SERVICES

PLEASE READ THIS USER AGREEMENT, THE SCHEDULE, AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE “TERMS OF SERVICE” CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and YourChildEdu Limited (“YourChildEducation “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.yourchildeducation.com or any part of the rest of the Site or the Site Services (as defined in the Definitions section below)

Subject to the conditions set forth herein, we may, in our sole discretion, amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. We will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by us, we will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES , YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES  EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY.

1. YOURCHILDEDUCATION ACCOUNTS

Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.

• REGISTRATION AND ACCEPTANCE

By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services, if you had an Account, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Agreements making up the Terms of Service.

To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. We reserve the right to decline a registration to join YourChildEducation or to add an Account of any type (i.e., as a Client or Vendor), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. Your privacy is important to us and your information will be handled in accordance with our Privacy Policy and applicable law.

• ACCOUNT PROFILE

To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

• ACCOUNT TYPES

As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Vendor Account (defined below), you can add a Client Account (defined below) as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

• CLIENT ACCOUNT

You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”).

• VENDOR ACCOUNT

Vendor can register for an Account or add an Account type to use the Site and Site Services as a Vendor (a “Vendor Account”)

• ACCOUNT PERMISSIONS

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except, where you are a Client, that an authorized employee or agent may create an Account on behalf of your business.

• IDENTITY AND LOCATION VERIFICATION

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to provide Vendor Services or act on behalf of a Client on the Site. You authorize us, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.

• USERNAMES AND PASSWORDS

Each person who uses the Site must register for their own Account. When you register for an Account, you may be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Account. You authorize us to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.

2. PURPOSE OF YOURCHILDEDUCATION

Section 2 discusses what YourChildEducation does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Vendor or Client, as detailed below.

The Site is a marketplace where Clients and Vendors can offer, request, advertise, buy, and sell Vendor Services online with the understanding that the Vendor Service may actually be rendered offline. Subject to the Terms of Service, we provide the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving some disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract subject to the Payments clause below.

• RELATIONSHIP WITH YOUR

Through the Site and Site Services, Vendors are notified of Clients that may be seeking the services they offer, and Clients are notified of Vendors that may offer the services and fit the requirements that they seek. At all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Vendors on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users, and YourChildEducation is not a party to that Service Contract.

You acknowledge, agree, and understand that YourChildEducation is not a party to the relationship or any dealings between Client and Vendor. Without limitation, Users are solely responsible for:

(a) ensuring the accuracy and legality of any User Content;

(b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions);

(c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts;

(d) performing Vendor Services; and/or

(e) paying for Vendor Services.

You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User. YourChildEducation does not make any representations about or guarantee the truth or accuracy of any Vendor’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Vendor or Clients; and does not perform background checks on or guarantee the work of Vendor or Clients. You acknowledge, agree, and understand that we do not, in any way, supervise, direct, control, or evaluate Vendor or their work and are not responsible for any Project, Project terms or Work Product. We make no representations about and do not guarantee, and you agree not to hold us responsible for, the quality, safety, or legality of Vendor Services; the qualifications, background, or identities of Users; the ability of Vendor to deliver Vendor Services; the ability of Clients to pay for Vendor Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Vendor to actually complete a transaction. While we may provide certain badges on Vendor or Client profiles, such badges are not a guarantee or warranty of quality or ability or willingness of the badged Vendor or Client to complete a Service Contract and are not a guarantee of any kind, including, the quality of Vendor Services or Client Project.

You also acknowledge, agree, and understand that Vendor are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Vendor Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that:

(i) You are not an employee of YourChildEdu Limited, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance);

(ii) YourChildEducation will not have any liability or obligations, including under or related to Service Contracts and/or Vendor Services for any acts or omissions by you or other Users;

(iii) We do not, in any way, supervise, direct, or control any Vendor or Vendor Services; do not impose quality standards or a deadline for completion of any Vendor Services; and do not dictate the performance, methods or process Vendor use to perform services;

(iv) Vendor are free to determine, in their Service Contracts with Clients, the terms on which they will perform Vendor Services, including the days worked and time periods of work, and we do not set or have any control over Vendor’s pricing, work hours, work schedules, or work location, nor are we involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Vendor for Vendor Services;

(v) Vendor will be paid at such times and amounts as agreed with a Client in a given Service Contract, and we do not, in any way, provide or guarantee Vendor a regular salary or any minimum, regular payment;

(vi) We do not provide Vendor with training or any equipment, labor, tools, or materials related to any Service Contract;

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.

• TAXES AND BENEFITS

Vendor acknowledges and agrees that Vendor is solely responsible

(a) for all tax liability associated with payments received from Vendor’s Clients and through us, and that we will not withhold any taxes from payments to Vendor;

(b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Vendor is not covered by or eligible for any insurance from Your Child Education;

(c) for determining whether Vendor is required by applicable law to issue any particular invoices for the Vendor Fees and for issuing any invoices so required;

(d) for determining whether Vendor is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Vendor Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and

• MARKETPLACE FEEDBACK AND USER CONTENT

You hereby acknowledge and agree that Users publish and request YourChildEducation to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Vendor or Clients voluntarily submit to YourChildEducation and does not constitute and will not be construed as an introduction, endorsement, or recommendation by YourChildEducation; YourChildEducation provides such information solely for the convenience of Users.

You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that YourChildEducation post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by YourChildEducation on the Site or otherwise (“Composite Information”), if any, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that YourChildEducation will make Composite Information available to other Users, including composite or compiled feedback. YourChildEducation provides its feedback system as a means through which Users can share their opinions of other Users publicly, and YourChildEducation does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

YourChildEducation does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. YourChildEducation is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, YourChildEducation reserves the right (but is under no obligation) to remove posted feedback or information that, in YourChildEducation’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of YourChildEducation. You acknowledge and agree that you will notify YourChildEducation of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, YourChildEducation may rely on the accuracy of such information.

3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND VENDOR

Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.

• SERVICE CONTRACTS

If a Client and Vendor decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Vendor. Client and Vendor have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that YourChildEducation is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between YourChildEducation and any User or a partnership or joint venture between YourChildEducation and any User.

With respect to any Service Contract, Clients and Vendor may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, employment agreement, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand YourChildEducation’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions.

• DISPUTES AMONG USERS

For disputes arising between Clients and Vendor, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that YourChildEducation will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.

If Vendor or Client intends to obtain an order from any arbitrator or any court that might direct YourChildEducation, YourChildEducation Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting YourChildEducation or YourChildEducation Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting YourChildEducation or YourChildEducation Escrow, YourChildEducation be paid for the reasonable value of the services to be rendered pursuant to such order.

• CONFIDENTIAL INFORMATION

Users may agree to any terms they deem appropriate with respect to confidentiality. If and to the extent that the Users do not articulate any different agreement with regard to confidentiality, then they agree that this Section 3.3 (Confidential Information) applies.

To the extent a User provides Confidential Information to another User, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

4. WORKER CLASSIFICATION

Section 4 discusses what you agree to concerning whether a Vendor is an employee or independent contractor as detailed below.

• WORKER CLASSIFICATION

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between YourChildEducation and a User.

Client is solely responsible for and has complete discretion with regard to selection of any Vendor for any Project. Client is solely responsible for and assumes all liability for determining whether Vendor should be engaged as independent contractors or employees of Client and engaging them accordingly and, if applicable, for complying with the relevant tax and pension extant laws. Any designation provided to YourChildEducation must be emailed to yourchildeducation@gmail.com and include all the details of the engagement; Client specifically acknowledges and agrees that providing a designation to YourChildEducation through any other means is not sufficient to satisfy its obligations under this Section 4.1. Client warrants its decisions regarding classification are correct and its manner of engaging Vendor complies with applicable laws, regulations, and rules. YourChildEducation will have no input into, or involvement in, worker classification as between Client and Vendor and Users agree that YourChildEducation has no involvement in and will have no liability arising from or relating to the classification of a Vendor generally or with regard to a particular Project.

5. YOURCHILDEDUCATION FEES

Section 5 describes what fees you agree to pay to YourChildEducation in exchange for YourChildEducation providing the Site and Site Services to you and what taxes YourChildEducation may collect, as detailed below.

• FEES FOR VENDOR

Service Fees. As set forth in the First Schedule – Fees and Authorizations, Vendor will pay YourChildEducation a service fee for the use of the Site Services, including the communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site Services) are paid solely by Vendor. When a Client pays a Vendor for a Project or when funds related to a Project are otherwise released to a Vendor as required by the applicable Escrow Instructions (See Section 6.1), YourChildEducation Escrow will credit the Vendor Escrow Account for the full amount paid or released by the Client, and then subtract and disburse to YourChildEducation the Service Fee. Vendor hereby irrevocably authorizes and instructs YourChildEducation Escrow to deduct the Service Fee from the Vendor Escrow Account and pay YourChildEducation on Vendor’s behalf.

• CLIENT FEES

Clients pay YourChildEducation a fee for the administrative process of connecting them with Vendors through the Site, as described in the First Schedule below..

• VAT AND OTHER TAXES

YourChildEducation may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or value added tax (“VAT”) in the jurisdiction of the Vendor (the “Taxes“). In such instances, any amounts YourChildEducation is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to YourChildEducation under the Terms of Service.

6. PAYMENT TERMS AND ESCROW SERVICES

Section 6 discusses your agreement to pay Vendor Service Fees on Service Contracts, and describes how YourChildEducation’s Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.

• ESCROW SERVICES

YourChildEducation Escrow Limited (earlier and subsequently referred to as “YourChildEducation Escrow”) provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to YourChildEdu Limited (“Escrow Services”). YourChildEducation Escrow is a company incorporated in the Federal Republic of Nigeria. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.

• ESCROW INSTRUCTIONS

YourChildEducation Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that YourChildEducation Escrow acts merely as an Internet escrow agent. YourChildEducation Escrow has fully delivered the Escrow Services to you if YourChildEducation Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. YourChildEducation Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct YourChildEducation Escrow to release or make a payment of funds from an Escrow Account associated with you, YourChildEducation Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions or as required by applicable law.

YourChildEducation envisages that Vendor will receive compensation for Vendor Services from Clients at an agreed fee prior to commencing the Project. Consequently, Users agree that they will be bound by, and YourChildEducation Escrow will follow, the General Escrow Instructions.

• ESCROW ACCOUNTS

YourChildEducation Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, YourChildEducation Escrow will establish and maintain one of three different types of Escrow Accounts:

(a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, YourChildEducation Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to YourChildEducation.

(b) Vendor Escrow Account. After entering into a Service Contract, the first time a Vendor uses the Site to receive payment for a Project, YourChildEducation Escrow will establish and maintain a “Vendor Escrow Account” for Vendor to receive payments for Projects, withdraw payments, make payments to YourChildEducation and issue refunds to Clients.

(c) General Escrow Account. When you enter into a Service Contract, YourChildEducation Escrow will establish and maintain a “General Escrow Account” to receive, hold, and release payments pursuant to the General Escrow Instructions for the Project that is the subject of that Service Contract.

You hereby authorize and instruct YourChildEducation Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions.

• VENDOR APPOINTMENT OF YOURCHILDEDUCATION ESCROW AS AGENT

If you are a Vendor and you request payment related to the release of funds from a General Escrow Account, you hereby appoint YourChildEducation Escrow as your agent to obtain funds on your behalf and credit them to your Vendor Escrow Account as applicable. Because YourChildEducation Escrow is Vendor’s agent, Vendor must, and hereby does, fully discharge and credit Vendor’s Client for all payments and releases that YourChildEducation Escrow receives on Vendor’s behalf from or on behalf of such Client.

• TITLE TO FUNDS

YourChildEducation, YourChildEducation Escrow and our Affiliates are not banks. YourChildEducation Escrow deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the National Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of YourChildEducation and each of our Affiliates. YourChildEducation Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of insolvency, or for any other purpose. Your Child Education Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Vendor concerning the Project.

• NO INTEREST

You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. YourChildEducation, YourChild  Education Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide as provided in Section 5 and the First Schedule.

• ESCROW AGENT DUTIES

We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Vendor, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Vendor in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Vendor or by a final order or judgment of an arbitrator or court of competent jurisdiction.

• ESCROW AGENT RIGHTS

We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Vendor related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which YourChildEducation Escrow may be merged or converted or with which YourChildEducation Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of YourChildEducation Escrow may be transferred will succeed to all the rights and obligations of YourChildEducation Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.

• CLIENT PAYMENTS ON SERVICE CONTRACTS

Service Contracts. Client becomes obligated to pay applicable amounts into the Escrow Account immediately upon sending a Service Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone. When Client authorizes the payment of the Vendor Fees for a Service Contract on the Site, Client automatically and irrevocably authorizes and instructs YourChildEducation or its Affiliates or YourChildEducation Escrow to charge Client’s Payment Method for the Vendor Fees.

Client acknowledges and agrees that for Service Contracts, failure by Client to decline or dispute an Invoice or ‘request for payment’ is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions.

• DISBURSEMENTS TO VENDOR ON SERVICE CONTRACTS

Under the relevant Escrow Instructions, YourChildEducation Escrow disburses funds that are available in the applicable Vendor Escrow Account and payable to a Vendor upon Vendor’s request. Vendor Fees become available to Vendor following the expiration of the five-day security period after the funds are released as provided in the applicable Escrow Instructions. The security period begins after Client accepts and approves service rendered by Vendor.

Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, YourChildEducation Escrow, in its sole discretion and except as prohibited by applicable law, may refuse to process, may hold the disbursement of the Vendor Fees or any other amounts and offset amounts owed to us, or take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion if: (a) we require additional information, such as Vendor’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Vendor Fees may be subject to dispute or chargeback; (c) we suspect a User has committed or attempted to commit fraud or other illicit acts on or through the Site; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Vendor Fees is no longer necessary, YourChildEducation Escrow will release such hold as soon as practicable.

In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Vendor, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing YourChildEducation Escrow to (and YourChildEducation Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.

• NON-PAYMENT

If Client is in “default”, meaning the Client fails to pay the Vendor Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of YourChildEducation), YourChildEducation will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Vendor Fees when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Client fails to pay an invoice issued to the Client by YourChildEducation within the time period agreed or, if no period is agreed, within 30 days; (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by YourChildEducation for Vendor Fees or such other amount due being reversed to the Client; or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.

If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Vendor Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay YourChildEducation upon demand for any amounts owed, plus interest of one and one-half percent (1.5%) per month on the outstanding amount or the maximum interest allowed by applicable law, whichever is lesser, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

At our discretion and to the extent permitted by applicable law, YourChildEducation ,YourChildEducation Escrow or its Affiliates, may, without notice, charge all or a portion of any amount that is owed on any Account to YourChildEducation or as Vendor Fees or otherwise to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held for Client by YourChildEducation, YourChildEducation Escrow or another Affiliate; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

YourChildEducation does not guarantee that Client is able to pay or will pay Vendor Fees and YourChildEducation is not liable for Vendor Fees if Client is in default. Vendor may use the dispute process as described in the applicable Escrow Instructions in order to recover funds from Client in the event of a default or may pursue such other remedies against Client as Vendor chooses. If YourChildEducation recovers funds from a Client in default pursuant to this Section 6.4, YourChildEducation will disburse any portion attributable to Vendor Fees to the applicable Vendor to the extent not already paid by Client.

• NO RETURN OF FUNDS AND NO CHARGEBACKS

Client acknowledges and agrees that YourChildEducation or its Affiliates or YourChildEducation Escrow., will charge or debit Client’s designated Payment Method for the Vendor Fees incurred as described in the applicable Escrow Instructions and the First Schedule, and that once YourChildEducation or its Affiliates or YourChildEducation Escrow, charges or debits the Client’s designated Payment Method for the Vendor Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client to resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its bank, or other Payment Method provider to charge back any Vendor Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that YourChildEducation or its Affiliate, YourChildEducation Escrow may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.

• PAYMENT METHODS

In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.

By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on YourChildEducation; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law.

When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

YourChildEducation is not liable to any User if YourChildEducation does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. YourChildEducation will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.

7. NON-CIRCUMVENTION

Section 7 discusses your agreement to make and receive payments only through YourChildEducation for the duration of the contract; violating this Section 7 is a serious breach and your Account may be permanently suspended for violations, as detailed below.

• MAKING PAYMENTS THROUGH YOURCHILDEDUCATION

You acknowledge and agree that a substantial portion of the compensation YourChildEducation receives for making the Site available to you is collected through the Service Fee described in Section 5 and that in exchange a substantial value to you is the relationships you make with other Users when you are connected with another person through the Site or Site Services (the “YourChildEducation Relationship”). YourChildEducation only receives the Service Fee when a Client and a Vendor pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for the entire duration of a YourChildEducation Relationship (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all “First Payments” for “New Work” directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site. For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User.

By way of illustration and not in limitation of the foregoing, you agree not to:

• Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
• Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.
• Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments other than through the Site.

You agree to notify YourChildEducation immediately if a person suggests to you making or receiving payments other than through the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to YourChildEducation via our contact email.

You acknowledge and agree that a violation of any provision in this Section 7.1 is a material breach of the Terms of Service. Your Account may be permanently suspended and charged the Conversion Fee (defined above) if you violate this Section 7.1. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Conversion Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

• COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS

Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you (a) will use YourChildEducation as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of YourChildEducation; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) you will not include any Means of Direct Contact (defined below) or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.

For purposes of the Terms of Service “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook. For the avoidance of doubt, information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you on social media, such as through Facebook or LinkedIn.

You acknowledge and agree that a violation of any provision of this Section 7.2 is a material breach of the Terms of Service. Your Account may be permanently suspended if you violate this Section 7.2.

• OPTING OUT

You may opt out of the obligations in Section 7.1 with respect to each YourChildEducation Relationship only if the Client or Vendor pays YourChildEducation a Conversion Fee which is a minimum of N100,000 Nigerian Naira and up to N1,000,000 Naira for each YourChildEducation Relationship.

You agree that the Conversion Fee is 12% of the estimated earnings over a twelve (12) month period, which is calculated by taking the Monthly Vendor Fee (defined below) and multiplying it by 12. “Monthly Vendor Fee” means the highest of (a) the highest monthly Vendor fee charged by the Vendor on any Service Contract, if any; or (b) the highest monthly Vendor fee proposed by the Vendor in any proposal, if any; or (c) the monthly Vendor fee in the Vendor’s profile.

The Conversion Fee may be calculated differently for YourChildEducation Relationships when the Client is an Enterprise Client if the Enterprise Client contract with YourChildEducation provides for different terms. To inquire about or pay the Conversion Fee, send an email message to yourchildeducation@gmail.com.

You understand and agree that if YourChildEducation determines, in its sole discretion, that you have violated Section 7, YourChildEducation or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of YourChildEducation’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

8. RECORDS OF COMPLIANCE

Section 8 discusses your agreement to make and keep all required records, as detailed below.

Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to YourChildEducation upon request. Nothing in this subsection requires or will be construed as requiring YourChildEducation to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on YourChildEducation’s part to store, backup, retain, or grant access to any information or data for any period.

9. WARRANTY DISCLAIMER

Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. YOURCHILDEDUCATION MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR CHILD EDUCATION DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 13 (AGREEMENT TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST YOUR CHILD EDUCATION WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

10. LIMITATION OF LIABILITY

Section 10 discusses your agreement that YourChildEducation usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you N50,000, as detailed below.

YourChildEducation is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

• your use of or your inability to use our Site or Site Services;
• delays or disruptions in our Site or Site Services;
• viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
• damage to your hardware device from the use of the Site or Site Services;
• the content, actions, or inactions of third parties’ use of the Site or Site Services;
• a suspension or other action taken with respect to your Account;
• your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
• your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL YOUR CHILD EDUCATION, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF YOURCHILDEDUCATION, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) N50,000; OR (B) ANY FEES RETAINED BY YOURCHILDEDUCATION WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR VENDOR DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

11. RELEASE

Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.

In addition to the recognition that YourChildEducation is not a party to any contract between Users, you hereby release us, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Vendor Services provided to Client by a Vendor and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.

This release will not apply to a claim that YourChildEducation failed to meet our obligations under the Terms of Service.

12. INDEMNIFICATION

Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.

You will indemnify, defend, and hold harmless YourChildEducation, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Work Product or User Content developed, provided, or otherwise related to your use of the Site Services; (c) any Service Contract entered into by you or your agents; the classification of YourChildEducation as an employer or joint employer of Vendor; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with the Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, “your agents” includes any person who has apparent authority to access or use your account demonstrated by using your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

13. AGREEMENTS TERM AND TERMINATION

Section 13 discusses your and YourChildEducation’s agreement about when and how long this Agreement will last, when and how either you or YourChildEducation can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.

• TERMINATION

Unless both you and YourChildEducation expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to yourchildeducation@gmail.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. YourChildEducation is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct YourChildEducation to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) YourChildEducation will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to YourChildEducation for any Site Services or such other amounts owed under the Terms of Service and to any Vendor for any Vendor Services.

Without limiting YourChildEducation’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or YourChildEducation or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve in illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register under a new Account without YourChildEducation’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF YOURCHILDEDUCATION DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, YOUR CHILD EDUCATION HAS THE RIGHT, WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT YOURCHILDEDUCATION WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

• ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which YourChildEducation will have no liability whatsoever. YourChildEducation, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

• SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or YourChildEducation from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

14. DISPUTES BETWEEN YOU AND YOUR CHILD EDUCATION

Section 14 discusses your agreement with YourChildEducation and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.

• DISPUTE RESOLUTION

Alternative Dispute Resolution Agreement. In the event of any dispute, difference or claim arising out of or in connection with this agreement, the parties shall meet in good faith, within a month of the knowledge of the dispute, for negotiations in an effort to resolve the dispute amicably. If the dispute is not settled by negotiation within 14 days of commencement of such negotiations or within a longer period as agreed to by the parties, the dispute, difference or claim shall be referred to the Lagos Multi-Door Courthouse for mediation which shall be concluded in accordance with the LMDC Mediation Procedure Rules or other rules mutually agreed by the parties.

If the parties fail to reach a settlement via mediation within 14 days, the matter shall be settled by arbitration in accordance with the Arbitration and Conciliation Act, Laws of the Federation of Nigeria (LFN) 1990. The Arbitration shall be conducted by a sole arbitrator to be appointed by the LMDC or such other office or body as agreed by the parties. Provided always that the parties may by mutual agreement extend the period of time specified in their agreement or opt for the appointment of three arbitrators as against a Sole Arbitrator if considered desirable. Such appointment shall be in accordance with the Arbitration and Conciliation Act LFN 1990.

Exceptions to Alternative Dispute Resolution Agreement. We both agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction:

• any claim or cause of action alleging actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights;
• any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking or cyber-attack)

Arbitrator’s Decision. Where a dispute is taken to arbitration, the arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

No Class Actions or Representative Proceedings. We both acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a claimant or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then we both agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.

Severability. Except expressly provided otherwise, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.

Changes to Agreement to Arbitrate. If we amend this Section after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject that change by sending us written notice (including by email) within 30 days of the date the change is effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and us (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and us.

15. GENERAL

Section 15 discusses additional terms of the agreement between you and YourChildEducation, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.

• ENTIRE AGREEMENT

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and YourChildEducation relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though YourChildEducation drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or YourChildEducation because of the authorship of any provision of the Terms of Service.

• MODIFICATIONS; WAIVER

No modification or amendment to the Terms of Service will be binding upon YourChildEducation unless they are agreed in a written instrument signed by a duly authorized representative of YourChildEducation or posted on the Site by YourChildEducation. Email will not constitute a written instrument as contemplated by this Section 15.2. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

• ASSIGNABILITY

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without YourChildEducation’s prior written consent in the form of a written instrument signed by a duly authorized representative of YourChildEducation. YourChildEducation may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

• SEVERABILITY; INTERPRETATION

If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

• FORCE MAJEURE

The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, pandemics, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

• CONSENT TO USE ELECTRONIC RECORDS

In connection with the Site Terms of Use, you may be entitled to receive, or we may otherwise provide, certain records from YourChildEducation or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.

16. DEFINTIONS

Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.

“Client” means an educational institution licensed to offer and provide educational services within the state where they are located in the Federal Republic of Nigeria, that is an authorized User utilizing the Site or Site Services to seek and/or obtain Vendor Services.

“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Vendor or Client; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

“Escrow Account” means Client Escrow Account, Vendor Escrow Account, or General Escrow Account.

“Escrow Instructions” means the General Escrow Instructions.

“First Payments” means the agreed Vendor Fees paid by the Client to Vendor in the first month on rendering services to the Client.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

“New Work” means any fresh engagement or new services requiring a new invoice and possibly negotiating new Vendor Fees. This definition also includes Services requested by Clients after the term for prior Services has elapsed.

“Payment Method” means a valid debit card issued by a bank acceptable to Your Child Education, a bank account linked to your Account or such other method of payment as Your Child Education may accept from time to time in our sole discretion.

“Vendor” means any authorized User utilizing the Site or Site Services to advertise or provide Vendor Services to Clients. A Vendor is a customer of YourChildEducation with respect to use of the Site and Site Services.

“Vendor Services” means all services around the production or procurement and supply of goods, third party services and equipment.

“Project” means an engagement for Vendor Services that a Vendor provides to a Client under a Service Contract on the Site.

”Service Contract” means the contractual provisions between a Client and a Vendor governing the Vendor Services to be performed by a Vendor for Client for a Project.

“Site” means, any and all YourChildEducation platforms, including, collectively, our website located at www.yourchildeducation.com, all affiliated websites and applications, including mobile websites and YourChildEducation Mobile Applications, owned and operated by us or our successors in interest.

“Site Services” means, collectively, all services (except the Vendor Services defined herein), applications and products that are accessible through the Site.

“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to YourChildEducation, including such content or information that is posted as a result of questions.

“Work Product” means any tangible or intangible results or deliverables that Vendor agrees to create for, or actually delivers to, Client as a result of performing the Vendor Services.

FIRST SCHEDULE – FEES AND AUTHORISATIONS

This First Schedule is part of the Terms and Conditions of Service between the parties as stated above. This Schedule provides information on the fees YourChildEducation and YourChildEducation Escrow charge for use of the Site’s communication, invoicing, dispute resolution and payment services, and includes eligible Users’ authorization for debits and credits from and to their designated bank accounts via the automated clearing house network (“ACH”).

1. FEES CHARGED TO VENDOR

Pursuant to the User Agreement, we charge Vendors a Service Fee on the total amount that a Client is expected to pay the Vendor under a Service Contract. We also collect tax such as value added tax on Service Fees.

Additionally, the use of various Payment Methods offered through the Site and the Site Services may incur added fees or charges. All Payment Methods will be posted on the Site along with any associated fees or charges, which we may update from time to time at our sole discretion. You hereby authorize us to charge to you and to collect from you (consistent with the Terms of Service) any fees, charges, or taxes described in this Section 1.

• Service Fee

Service Fee shall be a one-time payment of 5% of agreed total cost of the Project as reflected in the Service Contract.

Vendor will pay YourChildEducation a service fee for the use of the Site Services, including the communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site Services) are paid solely by Vendor. When a Client pays a Vendor for a Project or when funds related to a Project are otherwise released to a Vendor as required by the applicable Escrow Instructions (See Section 3), YourChildEducation Escrow will credit the Vendor Escrow Account for the full amount paid or released by the Client, and then subtract and disburse to YourChildEducation the Service Fee. Vendor hereby irrevocably authorizes and instructs YourChildEducation Escrow to deduct the Service Fee from the Vendor Escrow Account and pay YourChildEducation on Vendor’s behalf.

• Other Fees

Your Child Education reserves the right to change the fees of the features and services offered on the Site, or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site for existing Users.

2. ADMINISTRATIVE FEES CHARGED TO CLIENT

Regardless of the type of Payment Method used, we charge Clients Administrative Fee (defined below) as described in this Section 2.  We charge Clients N5,000 at the point of receiving Clients’ request for Vendors (“Administrative Fee”). This Fee is only refundable where YourChildEducation fails to send any Vendors names to the Client 2 months after initial receipt of the request for Vendors.

3. AUTHORISATION FOR ACH DEBITS AND CREDITS AND OTHER TRANSACTIONS

If and to the extent permitted by Your Child Education in its sole discretion, Users may pay Vendor Fees, Administrative Fees, and other fees owed under the Terms of Service from their designated bank accounts. Subject to YourChildEducation’s eligibility requirements, if you elect to pay Vendor Fees or any other amounts owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize us to electronically debit and, if necessary, electronically credit your designated bank account via ACH for such amounts pursuant to the Terms of Service.

Your authorization for ACH transfers contained in this Section 3 will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from your Profile or by contacting Customer Support. You understand that we require at least one (1) business day’s prior notice in order to cancel your authorization for ACH transfers contained in this Section 3.

You must notify us of any change in your designated bank account’s information at least five (5) business days before any such change by updating your bank account information in your Profile or by contacting Customer Support. If we do not receive notice at least five (5) business days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section 3. However, we assume no responsibility for our failure to do so.

GENERAL ESCROW INSTRUCTIONS FOR SERVICE PROVIDERS

If a Client and a Service Provider (defined below) enter into a Service Contract on the YourChildEducation site, these General Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern General Escrow Accounts.

To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. The version of these Escrow Instructions in effect on the date any Service Contract is entered into apply to that contract. Please check the Site often for updates.

These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreements. For purposes of these Escrow Instructions, the term “Service Provider” means a User with a Personnel, Vendor or Tutor account. “Service Provider Escrow Accounts” for the purpose of these Escrow Instructions, means the respective Personnel, Vendor and Tutor Escrow Accounts established in the manner prescribed under their respective User Agreements.

1. DIGITAL SIGNATURE AND COMMUNICATIONS

By instructing YourChildEducation to fund Escrow (a “Funding Approval”) or to accept a Service Contract, Client and Service Provider are deemed to have executed these Escrow Instructions electronically, effective on the date Service Provider clicks to accept the engagement and commence a Project. Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print these Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for a Service Contract.

Client and Service Provider agree that any written communications required herein may be provided electronically, including by email, if applicable. Any communication sent to YourChildEducation via post will be deemed timely if received by YourChildEducation by the applicable deadline.

2. ACCEPTANCE OF ESCROW INSTRUCTIONS

Once a Client and Service Provider have agreed to a Service Contract, and the Client and Service Provider have selected “Agree or Confirm” or otherwise indicated acceptance in writing on any pages relating to the Service Contract to accept the Terms of Service (including these Escrow Instructions), these Escrow Instructions constitute a binding agreement between Client, Service Provider, and YourChildEducation Escrow Limited. (“YourChildEducation Escrow”) (collectively, the “Parties”). Client and Service Provider must execute (by digital signature or by a method mutually agreed upon by both parties), and YourChildEducation Escrow must agree to, any supplemental instruction or addition, deletion or alteration thereto in writing (collectively the “Supplemental Escrow Instruction”). YourChildEducation Escrow reserves the right to reject any Supplemental Escrow Instruction.

3. DEPOSIT OF FUNDS INTO ESCROW

By sending a contract offer to Service Provider or accepting a contract offer from Service Provider, Client agrees to deposit funds for the amount of the first Milestone (as defined in the Service Contract), or, if there are no Milestones, the full amount of the Service Contract. Additional Milestones may be funded on the same contract by Client by communicating to YourChildEducation Escrow the intention to add an additional Milestone or to activate the next Milestone on the Service Contract. Funds deposited by Client remain in the Client Escrow Account until they are released to the Service Provider Escrow Account or released to Client Escrow Account. YourChildEducation Escrow will release funds held in escrow pursuant to Section 4 of these Escrow Instructions (Release and Delivery of Amounts in Escrow).

4. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

Client and Service Provider irrevocably authorize and instruct YourChildEducation Escrow to release applicable portions of the General Escrow Account (each portion, a “Release”) to the Service Provider Escrow Account or Client Escrow Account, as applicable, based on the instructions described in this Section 4 (each such instruction, a “Release Condition”), or as otherwise required by applicable law or expressly permitted by the Terms of Service. The amount of each Release will be delivered to the applicable Escrow Account in accordance with Service Provider’s or Client’s instructions, these Escrow Instructions, and the other Terms of Service. All funds released pursuant to these Escrow Instructions are subject to applicable fees as described in the First Schedule – Fees and Authorizations under the User Agreements.

• RELEASE OF FUNDS TO SERVICE PROVIDERS

Service Provider and Client authorize and instruct YourChildEducation Escrow to immediately release funds to the Service Provider Escrow Account on the occurrence of any of the following Release Conditions, such authorization and instruction to be irrevocable except as expressly provided in these Escrow Instructions:

1. Client affirmatively selects the option to release funds for a Milestone or Service Contract to Service Provider.
2. Client does not take any action for 14 calendar days from the date of Service Provider’s Release request, in which case Service Provider and Client agree that YourChildEducation Escrow is authorized and instructed to immediately release to Service Provider the amount associated with the applicable Milestone in connection with such Release request.
3. Client and Service Provider have jointly submitted Supplemental Escrow Instructions in writing and signed by both Client and Service Provider to YourChildEducation Escrow at yourchildeducationescrow@gmail.com(yourchildeducation@gmail.com) requesting a Release to Service Provider Escrow Account, and YourChildEducation Escrow has agreed to the Supplemental Escrow Instructions.
4. Client has declined Arbitration or failed to make its Arbitration Payment (defined below) pursuant to the Dispute Assistance Program, and Service Provider has agreed to Arbitration and submitted its Arbitration Payment.
5. Client has failed timely to respond to a Notice of Dispute (defined below) or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow Disputes Team.
6. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of Service Provider or to the extent the award is in favour of Service Provider.
7. Issuance of an order by a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Service Provider, in whole or in part, to the extent required by the order.
8. A condition to release funds to Service Provider described elsewhere in these Escrow Instructions applies.

• RELEASE OF FUNDS TO CLIENT

Service Provider and Client authorize and instruct YourChildEducation Escrow to immediately release funds to the Client Escrow Account on the occurrence of any of the following Release Conditions, such authorization and instruction to be irrevocable except as expressly provided in these Escrow Instructions:

4. Service Provider cancels the Service Contract or accepts Client’s request to cancel the Service Contract (as described in Section 4.3), and funds for a Milestone or the Service Contract are held in Escrow.
5. Client and Service Provider have jointly submitted Supplemental Escrow Instructions in writing and signed by both Client and Service Provider to YourChildEducation Escrow at yourchildeducationescrow@gmail.com (yourchildeducation@gmail.com) requesting a Release to the Client Escrow Account, and YourChildEducation Escrow has agreed to the Supplemental Escrow Instructions.
6. Client and Service Provider agree to close the Service Contract without release of funds to the Service Provider Escrow Account.
7. Service Provider has declined Arbitration or failed to make its Arbitration Payment pursuant to the Dispute Assistance Program.
8. Service Provider has failed to timely respond to a request for a refund submitted through the platform, Notice of Dispute, or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow Disputes Team.
9. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of Client or to the extent the award is in favour of Client.
10. Issuance of an order of a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Client, in whole or in part, to the extent required by the order.
11. A condition to release funds to Client described elsewhere in these Escrow Instructions applies.

• REFUNDS AND CANCELLATIONS

Client and Service Provider are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in Escrow, Client and Service Provider have the ability to cancel the Service Contract by expressing in writing to YourChildEducation their intention to close the Service Contract. If funds are held in Escrow, refunds and cancellations must be initiated by Client or Service Provider by following the steps in this Section.

• REFUNDS AND CANCELLATIONS BY SERVICE PROVIDER

If Service Provider wants to cancel a Service Contract with funds held in Escrow, Service Provider must inform YourChildEducation via yourchildeducation@gmail.com of the intention to end the contract. When Service Provider ends the Service Contract on the YourChildEducation platform, Service Provider and Client agree that YourChildEducation Escrow is authorized and irrevocably instructed to immediately release to the Client Escrow Account all funds held in Escrow on the Service Contract at that time.

Service Provider may issue a refund to Client up to the amount paid so far on a Service Contract by instructing YourChildEducation via yourchildeducation@gmail.com. Service Provider may not issue a refund in an amount greater than the combined amount of funds held in Service Provider Escrow Account, funds for transactions pending to be placed in the Service Provider Escrow Account, and funds for submitted Milestones. By selecting the option to give a refund, Service Provider agrees that YourChildEducation Escrow is authorized and irrevocably instructed to immediately release to the Client  Escrow Account all Escrow funds currently held in the Service Provider Escrow Account and such funds as may be placed into the Service Provider Escrow Account once the funds are available, until the entire refund is provided to Client.

• CANCELLATIONS BY CLIENT

If Client wants to cancel a Service Contract with funds held in Escrow, Client must select “End Contract” on the YourChildEducation platform or communicate the intention to end the contract in writing to yourchildeducation@gmail.com. Upon receipt of Client’s intention to end the Service Contract, which will be forward to the Service Provider by YourChildEducation, Service Provider must select the option to either approve or dispute Client’s cancellation within 7 calendar days. If Service Provider approves the cancellation, Service Provider and Client agree that YourChildEducation Escrow is authorized and irrevocably instructed to immediately release to the Client Escrow Account all funds held in Escrow on the Service Contract at that time. If Service Provider takes no action within 7 calendar days from the date notification of the cancellation is sent to Service Provider by YourChildEducation, Service Provider and Client agree that YourChildEducation Escrow is authorized and irrevocably instructed to immediately release to the Client Escrow Account all funds held in Escrow on the Service Contract at that time. If Service Provider disputes the cancellation, Service Provider and Client will be offered YourChildEducation Dispute Assistance (as described in Section 6).

• VIOLATION OF USER AGREEMENT (TERMS OF SERVICE) OR LAW

Service Provider and Client acknowledge and agree that if, in YourChildEducation Escrow’s sole discretion, YourChildEducation Escrow believes that fraud, illegal activity, or a violation of the Terms of Service has been committed or is being committed or attempted, then Client and Service Provider irrevocably authorize and instruct YourChildEducation Escrow to take such actions as deemed appropriate, in YourChildEducation Escrow’s sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation, to return the funds associated with such acts to their source of payment, as further described in Section 6.3 of the User Agreement. This Section 4.4 allows YourChildEducation Escrow—as permitted by law but otherwise in its sole discretion—to return funds to Client’s Payment Method, continue to hold funds in Escrow, release funds to the Service Provider Escrow Account, or to turn funds over to third parties such as law enforcement.

5. INSTRUCTIONS IRREVOCABLE

Client and Service Provider are deemed to and hereby agree that the instruction to YourChildEducation Escrow to release funds is irrevocable, except as explicitly provided in these Escrow Instructions. Without limiting the foregoing, Client’s instruction to YourChildEducation Escrow to release payment to Service Provider is irrevocable. Such instruction is Client’s authorization to transfer funds to the Service Provider Escrow Account from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected, and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to release payment to the Service Provider Escrow Account, YourChildEducation Escrow will transfer funds to the Service Provider Escrow Account and that YourChildEducation, YourChildEducation Escrow, and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of the services described in these Escrow Instructions and the Terms of Service, Client agrees that once YourChildEducation Escrow or its subsidiaries or Affiliates have charged Client’s Payment Method, the charge is non-refundable. Client and Service Provider further agree that the only manner in which an instruction to YourChildEducation Escrow is revocable is if Client and Service Provider have jointly submitted Supplemental Escrow Instructions in writing and signed by both Client and Service Provider to YourChildEducation Escrow at yourchildeducationescrow@gmail.com (yourchildeducation@gmail.com) requesting that YourChildEducation Escrow take specific action with respect to the funds in its possession, and YourChildEducation Escrow has agreed to the Supplemental Escrow Instructions.

6. DISPUTE ASSISTANCE PROGRAM

If Client and Service Provider fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 4.3, YourChildEducation provides the dispute assistance program administered by YourChildEducation and described in this Section 6 (the “Dispute Assistance Program”) as a mechanism to resolve the dispute. If the funds in dispute are held in Escrow, the Dispute Assistance Program will proceed as described in Section 6.1. If the funds in dispute have been released, the Dispute Assistance Program will proceed as described in Section 6.2. The Dispute Assistance Program is not available for disputes filed or initiated past the Dispute Assistance deadlines, as set forth in Sections 6.1 and 6.2, as applicable. The Dispute Assistance Program is offered as a form of non-binding assistance to facilitate communication and potential resolution of disputes between Clients and Service Providers. The Dispute Assistance Program as administered by YourChildEducation in this Section 6 does not evaluate the quality or functionality of work and cannot render binding judgment or determination as to the parties’ respective rights to the disputed funds.

• DISPUTE OF FUNDS IN ESCROW

This Section applies to disputes filed by Clients or Service Providers over funds that are held in Escrow as of the date the dispute is filed (“Escrow Dispute”). The scope of the Escrow Dispute may cover the entirety of the Service Contract and all Milestones previously funded, approved, and released. In the event of an Escrow Dispute, funds in Escrow will remain in Escrow while the Dispute Assistance Program or Arbitration, as applicable, is being administered. The Dispute Assistance Program for an Escrow Dispute will be administered as set forth below:

6. Escrow Dispute Assistance Deadline: Escrow Disputes must be initiated before the funds in Escrow have been released in order to be eligible for the Dispute Assistance Program under this Section. Disputes over funds that have been released from Escrow may be eligible for the Dispute Assistance Program, as described more fully below in Section 6.2.
7. Filing A Dispute
   1. Service Providers:Service Providers may initiate an Escrow Dispute when a Client ends the project with an escrow balance or a Client fails to release a Milestone payment, despite any purported delivery of work.

1. Clients:Clients may initiate an Escrow Dispute by requesting an Escrow refund via email to yourchildeducation@gmail.com or by releasing a partial milestone payment. If the Service Provider disputes the Escrow refund or offers a partial Escrow refund that is subsequently rejected by the Client, the case will be referred to the Dispute Assistance Program.

1. Notice of Escrow Dispute:Once a dispute has been filed, the Escrow dispute team that administers the Disputes Assistance Program (“Escrow Disputes Team”) will notify Client and Service Provider in writing of the Escrow dispute and request information and supporting documentation from the parties (“Notice of Escrow Dispute”).

1. Lack of Participation:Client and Service Provider must respond to the Notice of Escrow Dispute within 5 calendar days. If one party does not timely respond to the Notice of Escrow Dispute, Client and Service Provider agree that the lack of timely response acts as an irrevocable authorization and instruction to YourChildEducation Escrow to release the funds in Escrow from the non-responding party to the responding party.

1. Non-Binding Assistance: After both Client and Service Provider respond to the Notice of Escrow Dispute, the Escrow Disputes Team will review the documentation submitted and any information available on the Site that pertains to the dispute. The Escrow Disputes Team will facilitate communication between the parties and help assess whether mutual resolution is possible. The Escrow Disputes Team does not evaluate the quality or functionality of work and cannot render binding judgment or determination as to the parties’ respective rights to the disputed funds.

1. Resolution of Escrow Dispute:If the Escrow Disputes Team is able to facilitate a resolution between Client and Service Provider, and if Client and Service Provider agree in writing to the resolution, Client and Service Provider agree that YourChildEducation Escrow is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the agreed-upon resolution. This will result in a closure of the Escrow dispute file as it is deemed resolved.

1. No Resolution: If no resolution of the Escrow dispute has been reached within 21 calendar days of the Notice of Escrow Dispute, or if the Escrow Disputes Team determines in its sole discretion that no resolution between the parties is possible through the Dispute Assistance Program, the Escrow Disputes Team will issue a “Notice of Non-Resolution” and the Escrow dispute will be referred to Arbitration, as set forth in Section 7 below.

• DISPUTE OF FUNDS RELEASED

This Section applies to disputes filed by Clients or Service Providers over funds that have been released from Escrow as of the date the dispute is filed (“Dispute Mediation”). The scope of the Dispute Mediation may cover any portion of or the entirety of the Service Contract and any Milestone previously funded, approved, and released. The Dispute Assistance Program for Dispute Mediation will be administered as set forth below:

1. Dispute Mediation Deadline: Dispute Mediation must be initiated within 30 calendar days of the date that funds in Escrow have been released to the Service Provider in order to be eligible for the Dispute Assistance Program under this Section 6.2. Any dispute over funds that have been released from Escrow more than 30 days prior to the date the dispute is filed is no longer eligible for submission to the Dispute Assistance Program.
2. Initiating Dispute Mediation:

1. Requesting a Refund: Clients may initiate Dispute Mediation for disputes over funds that have been released from Escrow by sending a refund request to yourchildeducation@gmail.com. If the Service Provider rejects the request for a refund, grants a partial refund that is subsequently rejected by the Client, or takes no action, the dispute will be referred to the Dispute Assistance Program.
2. Contacting Support:In addition to the above method, any User may contact YourChildEducation for assistance initiating Dispute Mediation.

1. Notice of Dispute Mediation: Once a dispute has been initiated, the YourChildEducation Dispute Mediation team (“Dispute Mediation Team”) will notify Client and Service Provider of the Dispute Mediation in writing and request information and supporting documentation from the parties (“Notice of Dispute Mediation”). Client and Service Provider must respond to the Notice of Dispute Mediation within 5 calendar days. Failure to respond to the Notice of Dispute Mediation within 5 calendar days will result in the suspension of the non-participating party’s User account, (as defined in Section 1.4 of the User Agreements), which may impact the non-participating party’s ability to withdraw funds.

1. Non-Binding Assistance: Once both Client and Service Provider respond to the Notice of Dispute Mediation, the Dispute Mediation Team will review the documentation submitted and any information available on the Site that pertains to the dispute. The Dispute Mediation Team will facilitate communication between the parties and help assess whether mutual resolution is possible. The Dispute Mediation Team does not evaluate the quality or functionality of work and cannot render binding judgment or determination as to the parties’ respective rights to the disputed funds.

1. Resolution of Dispute Mediation: If the Dispute Mediation Team is able to facilitate a resolution between Client and Service Provider, and if Client and Service Provider agree in writing to the resolution, the Dispute Mediation Team will send the applicable party instructions on transferring payment, if any, to an Escrow Account. By agreeing in writing to the resolution, Client and Service Provider agree that YourChildEducation Escrow is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the agreed-upon resolution. This will result in the closure of the Dispute Mediation file as it is deemed resolved.

1. No Resolution: If no resolution of the dispute has been reached within 21 calendar days of the Notice of Dispute Mediation, or if the Dispute Mediation Team determines in its sole discretion that no resolution between the parties is possible through the Dispute Assistance Program, the Dispute Mediation Team will issue a “Notice of Non-Resolution,” and the dispute will be referred to Arbitration, as set forth in Section 7 below.

7. ARBITRATION

After a “Notice of Non-Resolution” is issued from the YourChildEducation Dispute Assistance Program, Service Provider and Client each has the right to demand Arbitration of a Service Contract if the General Escrow Account associated with the Service Contract has been funded at least once. The demand for Arbitration must be communicated to the Escrow Disputes Team or Dispute Mediation Team, as applicable, within 7 calendar days of the date of the Notice of Non-Resolution. In any Arbitration, each of you and the other User is a “Dispute Party,” and collectively you are the “Dispute Parties.”

Any Arbitration under this Section 7 will be conducted by the Lagos Court of Arbitration and the costs shall be jointly borne by both parties.

• ARBITRATION INITIATION PROCEDURE

1. Notice of Arbitration Demand:Client and Service Provider have 7 calendar days after receiving the Notice of Non-Resolution to notify YourChildEducation in writing of their intent to initiate Arbitration. The YourChildEducation Dispute Team will then provide a “Notice of Arbitration Demand” to both Client and Service Provider and provide the Dispute Parties with information on how to submit Client’s or Service Provider’s applicable portion of the costs of Arbitration (the “Arbitration Payment”). To proceed with Arbitration, Client and Service Provider must each make the Arbitration Payment within 5 calendar days of the Notice of Arbitration Demand.

1. YourChildEducation Escrow Disputes:
   1. Rejection of Arbitration or non-participation by both parties:If both Dispute Parties decline to take the matter to Arbitration or do not make the Arbitration Payment within 5 calendar days of the Notice of Arbitration Demand, Client and Service Provider agree that YourChildEducation Escrow is authorized and irrevocably instructed to immediately release the funds in Escrow, if any, to the Client’s primary payment method on file. This will close the Escrow Dispute. To the extent the parties wish to take legal action to enforce their contractual rights, YourChildEducation may provide contact information on file for Client or Service Provider, consistent with YourChildEducation’s Privacy Policy.

1. Rejection of Arbitration or non-participation by one party:If one party elects to take the matter to Arbitration and has submitted the Arbitration Payment (“Participating Party”), and the other party rejects Arbitration, fails to submit the Arbitration Payment or does not respond within 5 calendar days of the Notice of Arbitration Demand (“Non-Participating Party”), Service Provider and Client agree that YourChildEducation Escrow is authorized and irrevocably instructed to immediately release the funds in Escrow, if any, to the Participating Party. This will close the Escrow Dispute. To the extent the parties wish to take legal action to enforce their contractual rights, YourChildEducation may provide contact information on file for Client or Service Provider, consistent with YourChildEducation’s Privacy Policy.

1. YourChildEducation Dispute Mediation
   1. Rejection of Arbitration or non-participation by both parties:If both Dispute Parties decline to take the matter to Arbitration or do not respond to YourChildEducation’s Notice of Arbitration Demand within 5 calendar days, the Dispute Mediation ticket will be closed. To the extent the parties wish to take legal action to enforce their contractual rights, YourChildEducation may provide contact information on file for Client or Service Provider, consistent with YourChildEducation’s Privacy Policy.

1. Rejection of Arbitration or non-participation by one party:If one party elects to take the matter to Arbitration and has submitted the Arbitration Payment, and the other party rejects Arbitration, fails to submit the Arbitration Payment or does not respond within 5 calendar days of the Notice of Arbitration Demand, YourChildEducation will suspend the Non-Participating Party’s User account, as defined in Section 1.4 of the User Agreement, which may impact the Non-Participating Party’s ability to withdraw funds.

1. Arbitration Instructions:If both parties timely submit the Arbitration Payment, YourChildEducation will instruct the parties on the process for initiating the Arbitration with the Arbitration service provider. After the parties have initiated the Arbitration, YourChildEducation will provide the arbitrator with relevant documentation, including information collected in the Escrow Dispute or Dispute Mediation process. The scope of Arbitration may cover the entirety of the Service Contract and all Milestones previously funded, approved, and released.

• AUTHORIZATION TO COLLECT ARBITRATION FEES

When you electronically authorize payment of the invoice for the Arbitration Payment as emailed to you by YourChildEducation, you irrevocably authorize and instruct:

• YourChildEducation Escrow as your agent, to charge your Payment Method for the amount of the payment for credit to your Escrow Account; and
• YourChildEducation Escrow, as escrow agent, to immediately release that amount from your Escrow Account and pay it to YourChildEducation. If YourChildEducation Escrow cannot collect sufficient funds to fulfill the Escrow release instructions for any reason, YourChildEducation Escrow has no obligation with respect to making the payment to YourChildEducation on your behalf, and you will be considered as not having paid the Arbitration Payment as required by this Section 7.2.

• LIMITATION PERIOD FOR ARBITRATIONS

If both Client and Service Provider fail to demand Arbitration within 7 calendar days of the Notice of Non-Resolution, fail to timely submit the Arbitration Payments, or fail to respond to the Notice of Arbitration Demand within 5 calendar days, then the dispute is no longer eligible for Arbitration under this process, and Client and Service Provider will be deemed to have irrevocably authorized and instructed YourChildEducation Escrow to, and YourChildEducation Escrow will, release all funds in the General Escrow Account to the Client’s Escrow Account.

• ARBITRATION AWARD

Client and Service Provider agree that the arbitrator is authorized to decide the Escrow Dispute or Dispute Mediation within its discretion. You agree that the arbitrator’s award is final, that it may be entered in and enforced by any court of competent jurisdiction, and that if the arbitrator delivers notice of any award to YourChildEducation, then YourChildEducation and YourChildEducation Escrow have the right to treat such notice as conclusive and act in reliance thereon.

8. SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE

All Escrow funds released under the Dispute Assistance Program are subject to the normal Service Fees associated with Escrow Accounts, as detailed in the User Agreement and these Escrow Instructions.

9. NOTICES

All notices to a User required by these Escrow Instructions will be made via email sent by YourChildEducation to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with YourChildEducation, for checking their registered email address and for responding to notices sent by YourChildEducation to the User’s registered email address.

10. COOPERATION WITH THE DISPUTE ASSISTANCE PROGRAM

All claims, disputes or other disagreements between you and another User that are covered by the Dispute Assistance Program must be resolved in accordance with the terms in the Dispute Assistance Program. All claims filed or brought contrary to the Dispute Assistance Program will be considered improperly filed, unless otherwise required by law, and YourChildEducation will have the right to take any other action, including suspension or termination of your User Account, as defined in Section 1.4 of the User Agreement, which may impact your ability to withdraw funds, and any other legal action as YourChildEducation deems appropriate in its sole discretion.

11. ABUSE

YourChildEducation, in its sole discretion, reserves the right to suspend or terminate your User Account, as defined in Section 1.4 of the User Agreement, immediately upon giving notice to you if YourChildEducation believes you may be abusing the Dispute Assistance Program or as otherwise permitted by the Terms of Service, which may impact your ability to withdraw funds. However, any disputes for any Service Contracts that existed prior to termination will be subject to the Terms of Service.