EXHIBIT (6)(f)
AGREEMENT
BETWEEN
▇▇▇▇▇▇▇▇.▇▇▇ GROUP, INC.
AND
SEARCHHELP, INC.
▇▇▇▇▇▇▇▇.▇▇▇ GROUP, INC. (hereafter referred to as "TUTORNET"), a Delaware
corporation, located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and
SEARCHHELP, INC. (hereafter referred to as "SearchHelp") a Delaware corporation,
located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, desire to proceed as
follows:
PURPOSE: The purpose of the agreement between TUTORNET and SearchHelp
(hereafter referred to as the "Agreement") is to establish a strategic alliance
between TUTORNET and SearchHelp to provide real-time online tutoring services to
SearchHelp customers, school partners, and Parent Teacher Associations via the
Internet and TUTORNET's electronic classrooms.
1. TUTORNET SERVICE
TUTORNET will provide its online education to SearchHelp via a personalized
web site that will be developed by TUTORNET. TUTORNET services will consist of
the following components:
(a) Development of a private label web site called "SearchHelp TUTORNET"
to facilitate the electronic classrooms for the tutoring service.
(b) Teaching resources that conduct the academic sessions with SearchHelp
customers.
(c) Classroom curriculum and scheduled classes.
(d) Online classroom user ID and password registration and authentication
management of SearchHelp customers via a secured database process.
(e) Technical support coordination with SearchHelp technical groups to
facilitate web site changes, classroom software upgrades, new software releases,
and trouble-shooting technical problems that may occur between TUTORNET
web/classrooms and SearchHelp web site.
(f) Customer service personnel to resolve SearchHelp customers' problems
with accessing the classrooms.
2. ELECTRONIC CLASSROOM SERVICE
TUTORNET will allow SearchHelp customers to use its electronic classroom
technology to provide distance learning education services. SearchHelp customers
will be given license rights to access the electronic classrooms after being
registered and authenticated via TUTORNET's secured database and login software.
SearchHelp customers will be required to execute TUTORNET's software license use
agreement attached hereto as Exhibit A prior to using any TUTORNET services as
described on the attached Exhibit A.
TUTORNET will only permit SearchHelp customers to utilize its interactive
electronic classroom and tutoring web sites. Each of SearchHelp's customers that
sign up for their education service that is provided by TUTORNET will be
required to sign TUTORNET's license agreement. SearchHelp and its customers that
use TUTORNET's electronic classroom are prohibited from recompiling, reverse
engineering or otherwise viewing the source code of TUTORNET's electronic
classroom, educational WEB based platform and products. TUTORNET is responsible
for the customer experience in the electronic classroom and not the private
label site. Therefore, TUTORNET License Agreement must be signed by SearchHelp's
customers, when they log on to use the service.
3. GRANT OF RIGHTS
During the term of this Agreement and subject to the terms described below,
TUTORNET licenses the use of its electronic classroom to SearchHelp,
non-exclusive rights to its educational products and materials, including all
upgrades, updates and patches thereto, and any and all training and other
documentation or files associated therewith to enable SearchHelp to:
(a) Incorporate SearchHelp's customers into TUTORNET's interactive
electronic classroom and tutoring web sites; and
(b) Display, distribute and use the TUTORNET electronic classroom only via
the Internet and comparable means of electronic transmission and not for
reproduction in book or printed form or incorporated in tangible media,
including but not limited to, computer disks, CD-ROMs, and other forms of
portable storage media.
SearchHelp is prohibited from recompiling, reverse engineering or otherwise
viewing the source code of TUTORNET's electronic classroom, educational
web-based platform and products.
TUTORNET grants SearchHelp the rights to use TUTORNET's electronic
classroom and tutoring web site in SearchHelp's advertising, marketing and sales
promotions whether via the Internet; in printed, radio, or televised media;
and/or in direct sales presentations by SearchHelp representatives at TUTORNET's
discretion.
Limitations on Rights: The grant of rights by TUTORNET is limited by the
----------------------
following:
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(a) SearchHelp agrees not to transfer TUTORNET's electronic classroom and
its associated educational web site material and software to any other company
or persons, and will keep the material on its systems only.
(b) All rights not expressly granted to SearchHelp herein are reserved to
TUTORNET.
4. TUTORNET NETUCATION SERVICES
TUTORNET tutors (the "Netucators") consist of certified teachers, college
professors, graduate students, and professionals in the areas of mathematics,
science, and language arts. The tutors are responsible for classroom decorum and
control the flow of interactivity between themselves and the students. The
tutors have the right to electronically expel SearchHelp customers, if they use
profanity or disrupt the classes. TUTORNET will refund SearchHelp customers
their full monthly subscription if they are expelled from its classroom.
SearchHelp customers that enter the TUTORNET classroom must agree to the
classroom rules, which are attached as Schedule A as outlined on the TUTORNET
web site.
TUTORNET agrees to have the Netucators available to tutor SearchHelp
customers pursuant to the class schedule, in the form attached as Exhibit B,
which schedule shall be posted on SearchHelp and TUTORNET web sites. TUTORNET
currently provides tutoring services in the following subjects: Algebra,
Geometry, Basic Math, and Biology. TUTORNET will add English Language and
Reading by January 3, 2002. Also, TUTORNET will add the following subjects to
its services by the end of January 2002: Calculus, Trigonometry, Chemistry,
Physic, SAT and GED Prep. The Netucators will teach SearchHelp customers
according to the TUTORNET curriculum (which closely follows the Virginia State,
Fairfax County Public School curriculum. This school system is one of the top
systems in the United States) in the aforementioned subjects (see Exhibit C).
TUTORNET does not advocate one school curriculum over another but endeavors to
teach the students to the best of their abilities. TUTORNET does not represent
that every student that is tutored by the Netucators will improve in their
performance academically but results will vary according to how each student
applies themselves.
5. CLASSROOM ACCESS & SECURITY
TUTORNET will provide a secured learning environment for SearchHelp
customers via its advanced registration and security management software. Each
SearchHelp customer will have a unique user ID and password. The student will be
able to select his or her own user ID and password. Their passwords will be
protected and not visible to anyone else. TUTORNET obtains detailed information
on each student that signs up for its service, so that they can be tracked for
security purposes, so that if anyone acts to break any laws, TUTORNET can report
them to local authorities. TUTORNET shall be responsible for tracking every
electronic classroom session in order to reproduce it, in case the law
authorities need it, if the law is broken by one of the students or Netucators.
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Any student that does not follow TUTORNET classroom rules will be expelled
and remove from the service. TUTORNET will refund their subscription and inform
their parent or legal guardian of their inappropriate behavior.
6. TECHNICAL SUPPORT
TUTORNET will provide technical support for the private label site to
resolve technical problems, maintain a 99.5% service availability, and make
changes to the WEB site as requested and agreed to by TUTORNET and Search Help
authorized personnel.
7. PRICING & PAYMENTS
TUTORNET pricing is as follows:
The retail price for the SearchHelp TUTORNET private label service is as
follows:
$39.99 SearchHelp TUTORNET service: allows its user to
access the TUTORNET service and log in to a TUTORNET
classroom of the user's choice for an unlimited number
of sessions and subjects, within a thirty (30) day
period following the user signup and registration.
TUTORNET will wholesale the SearchHelp TUTORNET service to SearchHelp at
the following rate:
$39.99 retail SearchHelp TUTORNET - TUTORNET shall pay a
fee of $16.00 to SearchHelp each time a SearchHelp
customer registers to use the SearchHelp TUTORNET.
8. E-PAYMENTS
TUTORNET will use its e-processing capability to debit the customers'
credit cards in real-time when they sign up on the private label site. On the
fifth (5th) day of every month, TUTORNET will provide SearchHelp with an XML
report, that consists of the database of customers that have signed up and paid
for the previous month's service. The information from this report can be used
by Serach Help to develop its invoice that will be sent to TUTORNET to pay the
$16.00 fee for each Search Help customer that paid for the service. If TUTORNET
does not pay the invoices within 45 days of their due date, then TUTORNET shall
pay SearchHelp five percent (5%) interest on such payment due.
9. CO-MARKETING INITIATIVES
TUTORNET: TUTORNET will display SearchHelp partnership logo on its web
pages and provide links to the site. TUTORNET will include a partnership
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statement in its advertisements, as it deems appropriate. TUTORNET will not do
any of these aforementioned displays unless approved by SearchHelp.
SEARCHHELP: SearchHelp will display TUTORNET partnership logo on its web
pages and provide links to the site. SearchHelp will include a partnership
statement in its advertisements, as it deems appropriate. SearchHelp will not
place any of these aforementioned displays on its site, unless approved by
TUTORNET.
10. PAYMENT
The Fee will be paid by TUTORNET to SearchHelp on a monthly basis as
described under Section 7.
11. AUDIT
SearchHelp reserves the right within thirty (30) days' notice to TUTORNET
to audit the books and records of TUTORNET and make copies as it relates to the
revenue sharing agreement contained in this Agreement.
12. CONFIDENTIALITY OF RECORDS
SearchHelp and TUTORNET acknowledge and affirm that they are bound by all
terms of a non-disclosure agreement entered into on 12/06/2001.
13. APPLICABLE LAW
The Commonwealth of Virginia Law shall govern this Agreement.
14. TERM
The initial term of this Agreement is one (1) year. Thereafter this
Agreement will automatically renew for successive one (1) year terms, unless it
is earlier terminated. If either party shall materially breach this agreement,
the other party may terminate the agreement upon thirty (30) days prior written
notice, unless the breaching party cures the breach during that time frame.
SearchHelp shall have the right to remove the site or links to the site from
availability during the cure period. Upon termination, all obligations hereunder
shall terminate, except (a) for the obligations of TUTORNET to complete all
orders placed prior to the termination date and to provide SearchHelp with the
required information and fees on all orders placed prior to termination date and
(b) the obligations for indemnification, limitation of liability, obligations of
confidentiality and the warranties, which shall survive the expiration or
earlier termination of this Agreement.
15. TERMINATION
Either party may terminate the agreement with a thirty (30) day notice.
TUTORNET will continue to pay Search Help for their customers that continue to
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keep the private label tutoring service. After those customers cancel their
service with the private label site, then TUTORNET will stop sending the $16.00
monthly payment to Search Help.
16. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY
TUTORNET and SearchHelp warrant that use of any material, product or part
thereof (including, but not limited to, software, firmware, service, system
design, or equipment) furnished under this Agreement by either party shall not
infringe any United States patent, copyright, trade secret or other proprietary
right.
17. LIMITATION OF LIABILITY
SearchHelp and TUTORNET shall indemnify the other against all liability and
loss in connection with this Agreement, and shall assume full responsibility for
payment of, all federal, state, and local taxes, or contributions required under
unemployment insurance, social security, and withholdings under any other
applicable laws. Neither SearchHelp nor TUTORNET shall indemnify the other for
acts of the other's agents' intentional acts, negligence, recklessness, or
malicious conduct of the other unless one party is determined by a
non-appealable court order to be completely at fault, then that party shall
indemnify the other party.
18. ASSIGNMENTS
Neither SearchHelp nor TUTORNET shall assign any of its rights or delegate
any of its obligations under this agreement without the prior written consent of
either party. Any prohibited assignment or delegation shall be null and void.
19. OTHER
(a) Neither SearchHelp nor TUTORNET shall be responsible for any delay in
performance or failure to perform if caused by fire, flood, explosion, war,
strike, embargo, government requirement, civil or military authority, act of
God, or other similar causes beyond the parties' control and occurring without
the fault or negligence of the delayed or non-performing party.
(b) No modification or amendment hereof shall be binding unless in writing
and signed by a duly authorized representative of each party.
(c) All headings are for convenience only; each provision is separable and
may be enforced without regard to past waivers at any time to the fullest extent
of the law.
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20. NOTICES
(a) Notices to TUTORNET shall be sent to:
Mr. Euburn ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇.▇▇▇ Group, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(b) Notices to SearchHelp should be sent to:
SearchHelp, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(c) With a copy to:
▇▇▇▇▇▇▇▇▇▇ Helpern Syracuse & Hirschtritt LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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IN WITNESS WHEREOF, the parties hereto have accepted and signed this
Agreement as of the date shown below:
▇▇▇▇▇▇▇▇.▇▇▇ Group, Inc. SearchHelp, Inc.
---------------------------------- --------------------------------------
Signature Signature
---------------------------------- --------------------------------------
Euburn ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, CEO ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------- --------------------------------------
Date Date
EXHIBIT A
SEARCHHELP/TUTORNET SECURITY AND CONDITIONS
AGREEMENT
The TUTORNET Electronic Classroom and Education Service SearchHelp TUTORNET
website ("Website") is provided by ▇▇▇▇▇▇▇▇.▇▇▇ group, Inc ("TUTORNET") to you
and all persons or entities using your account ("you" or "user"), subject to the
terms of this Security and Conditions Agreement ("Agreement"), and the rules
that may be published and amended without notice from time to time by TUTORNET.
Users who violate the terms of this Agreement will be immediately terminated
from access to the Website and will have their service account ("Account")
canceled. ENTERING AN ELECTRONIC CLASSROOM OF THE WEBSITE WILL CONSTITUTE YOUR
COMPLETE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT
AGREE TO ABIDE BY THESE TERMS, DO NOT ENTER ANY ELECTRONIC CLASSROOM.
RULES FOR USING THE WEBSITE:
---------------------------
You are entirely responsible and liable for all activities conducted through
your Account. The following list of restrictions and conditions, non-inclusive
of other restrictions, rules or conditions that may be published and amended
from time to time by TUTORNET, govern the relationship between TUTORNET and its
users. TUTORNET reserves the right to terminate your Account at its sole
discretion upon violation of these restrictions and conditions or for any other
reason as deemed prudent by TUTORNET. You agree NOT to engage in any of the
following activities while using the Website:
1. Harass, threaten, embarrass or cause distress or discomfort upon other
Website participant(s), user(s), or other individual(s) or entity(s);
2. Transmit via the Website any information, data, text, files, links,
software, chat, communication or other materials ("Content") that
TUTORNET considers in its sole discretion to be unlawful, harmful,
threatening, abusive, harassing, defamatory, vulgar, indecent,
obscene, hateful, racially biased or insulting, ethnically biased or
insulting, or otherwise objectionable;
3. Cause any classroom screen to "scroll" faster than other users are
able to type to it or any action of similar disruptive effect;
4. Impersonate on the Website any person, including but not limited to, a
Website teacher or Netucator, other Website personnel or officials,
other Website participants, or any other TUTORNET official or
employee;
5. Disrupt the normal flow of dialogue in a Website classroom or
otherwise act in a manner that negatively affects the Netucator and/or
other participants;
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6. Post or transmit any unsolicited advertising, promotional materials,
or any other forms of solicitation on or through the Website;
7. Violate any applicable local, state, national or international law,
including but not limited to, any regulations having the force of law
while using or accessing the Website or in connection with your use of
the Website in any manner.
TUTORNET reserves the right to block, remove, or otherwise terminate any user
for any reason at its sole and complete discretion. No refunds will be issued
for temporary or permanent termination of any user's account for violation of
these rules or for any other violation of the terms of this security statement.
Intellectual Property
---------------------
You agree that you will not upload or transmit any Content to the Website that
infringes any patent, trademark, trade secret, copyright or other proprietary
rights ("Rights") of any party. By submitting Content to any classroom or other
part of the Website, you automatically grant - or warrant that the owner of such
Content has expressly granted -TUTORNET the royalty-free, perpetual,
irrevocable, non-exclusive right and license to use, reproduce, modify, adapt,
publish, translate, create derivative works from, distribute, perform, and
display such Content (in whole or in part) worldwide and/or to incorporate it in
other works in any form, media, or technology known or later developed for the
full term of any rights that may exist in such Content. Without the prior
written permission of TUTORNET, you may not frame any of the content of the
Website, or incorporate into another website or other service, any of the
intellectual property of TUTORNET. You may not use any trademark or service ▇▇▇▇
appearing on the Website without the prior written consent of the owner of the
▇▇▇▇.
Content
-------
You and any user of your Account must evaluate, and bear the risk associated
with, the accuracy, completeness or usefulness of any Content. TUTORNET shall
not be responsible for any Content. TUTORNET does not pre-screen or monitor all
Content as a matter of policy, but TUTORNET shall have the right, but not the
responsibility, to remove Content which is deemed in TUTORNET's sole discretion
harmful, offensive, or otherwise in violation of this Agreement or any rules
TUTORNET has in place at the time. TUTORNET may elect at its sole discretion to
monitor some, all, or none of the classrooms for adherence to this Agreement or
TUTORNET's rules.
Privacy Policy
--------------
TUTORNET operates an interactive online tutorial website that provides students
with live, one-on-one tutoring. In order to provide this service, TUTORNET will
collect pertinent information from its subscribers. TUTORNET considers its
subscribers' trust its most important asset and will protect the confidentiality
of all of its subscribers' information. The following list outlines TUTORNET's
privacy policy and principles.
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6. TUTORNET will safeguard its subscribers' information according to
strict standards of security and confidentiality.
6. TUTORNET will limit the collection and use of its subscribers'
information to the minimum amount required to deliver its superior
tutorial service. This information may include: 1) the subscribers'
(parent or legal guardian) name, address, email address, and phone
number; 2) the subscribers' credit card information; and 3) the
child's name, date of birth, grade level, and the name of the school
at which he or she is enrolled.
6. TUTORNET will permit only authorized employees to have access to the
subscribers' information. The child's first name only will be known to
the Netucators and to those persons that are participating in a group
tutoring session.
6. For the students' protection, TUTORNET will digitally capture and
store in its databases all electronic conversations between the
Netucators and the students.
6. TUTORNET will take reasonable measures not to disclose the contents of
the subscribers' or the students' communications with TUTORNET unless
it is required to release this information by law or in the good faith
belief that such disclosure is reasonably necessary to: (i) conform to
the edicts of the law or to comply with legal process served on
TUTORNET; (ii) protect and defend the rights or property of TUTORNET
or to enforce or to further the application or the intent of the terms
of the subscribers' agreement with TUTORNET; or (iii) to protect the
personal safety of TUTORNET's participants.
6. TUTORNET will continuously review its policies and procedures to
ensure that customer privacy is protected.
Disclaimer of Warranties
------------------------
YOU EXPRESSLY AGREE THAT USE OF TUTORNET AND THE WEBSITE IS AT YOUR OWN RISK.
TUTORNET AND ALL AFFILIATES SHALL NOT BE RESPONSIBLE FOR ANY CONTENT FOUND ON
THE WEBSITE. TUTORNET AND ALL AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF
ANY KIND, WHETHER EXPRESS OR IMPLIED. ADDITIONALLY, TUTORNET AND ALL AFFILIATES
MAKE NO WARRANTY THAT 1) THE WEBSITE WILL MEET YOUR REQUIREMENTS; 2) THE WEBSITE
WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; 3) ANY RESULTS MAY BE
OBTAINED FROM THE USE OF THE WEBSITE; AND/OR 4) ANY INFORMATION OBTAINED THROUGH
THE WEBSITE WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL
OR WRITTEN, OBTAINED BY YOU FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT
EXPRESSLY MADE HEREIN.
YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT
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YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS
OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH CONTENT. YOU UNDERSTAND AND AGREE
THAT ANY COPYRIGHTED MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE
USE OF THE WEBSITE IS PROTECTED BY COPYRIGHT LAWS AND REGULATIONS AND THAT
DOWNLOADING AND/OR USING COPYRIGHTED MATERIAL IN AN ILLEGAL MANNER COULD RESULT
IN LAWSUITS, DAMAGES, OR OTHER SANCTIONS AGAINST YOU.
Limitation of Liability
-----------------------
TO THE FULLEST EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, TUTORNET AND ALL
AFFILIATES SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OF THE
WEBSITE SERVICE, INCLUDING ANY DAMAGES FROM VIRUSES ALLEGED TO HAVE BEEN
OBTAINED FROM THE WEBSITE SERVICE AND INCLUDING ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR INABILITY
TO USE THE WEBSITE, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND
SERVICES, OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR
MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE, OR RESULTING
FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF PROFITS, USE, DATA, OR OTHER
INTANGIBLE PROPERTIES, EVEN IF TUTORNET AND ALL AFFILIATES HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
Background Check for Netucators
-------------------------------
TUTORNET shall conduct a background examination for all tutor or Netucator
applicants prior to hiring them as independent contractors. Such background
examination will include, but not be limited to, verification of criminal record
with law enforcement agencies or other public agencies or offices providing such
services. TUTORNET AND ALL AFFILIATES DO NOT WARRANTY THE ACCURACY OF PUBLIC
RECORDS REVIEWED FOR THIS PURPOSE AND ARE NOT RESPONSIBLE FOR ERRORS IN OR
OMISSIONS FROM SUCH RECORDS. If such background examination reveals any criminal
conviction, that application for status as a tutor or Netucator with TUTORNET
will be rejected without exception. All tutor or Netucator applicants must be
employed by an educational institution, as defined within TUTORNET's sole
discretion, prior to being considered for tutor or Netucator status on the
Website.
Registration
------------
All students must provide documentation indicating their date of birth, current
grade in school, and school they attend, prior to becoming a student on the
Website. Parents must register all students under 18 years of age. All students
and Netucators will have an individual identification number that traces them
back to their name, address and form of legal state/federal identification
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presented in their initial registration. TUTORNET and the Website will conform
to all federal requirements of the Children's Online Privacy Protection Act when
that legislation takes effect.
Termination of Account
----------------------
You or TUTORNET may terminate your Account at any time for any reason. Once your
Account is terminated, you cannot access the Website in any manner or for any
reason, and you cannot assist in enabling a terminated user access to the
Website using or via your Account.
Minors
------
In cases where you have authorized or registered another individual, including a
minor, to use your Account, you recognize and agree that you are fully
responsible for: (i) the online conduct of such user at the Website; (ii)
controlling the user's access to and use of the Website; and (iii) the
consequences of any misuse. You further recognize and agree that the holder of
the Account is entirely responsible for all activities conducted through such
Account.
Miscellaneous
-------------
For those users and subscribers who reside within the United States at the time
of their acceptance of this Agreement, the Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia, excluding
its conflict of law provisions, and you agree to submit to the personal
jurisdiction of the courts of the Commonwealth of Virginia for any cause or
action arising out of this Agreement. In the event that any portion of this
Agreement is deemed by a court to be invalid, the remaining provisions shall
remain in full force and effect. TUTORNET reserves the right to revise this
Agreement at any time, and you should periodically review this Agreement to
determine the conditions to which you are bound. The opinions expressed by users
in any of the Website's classrooms are not necessarily those held by TUTORNET.
TUTORNET has received a service ▇▇▇▇ for the term, "Netucator."
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EXHIBIT B
SCHEDULE
All times are Eastern (USA).
SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY
BASIC MATH Close 6 To 9pm 6 To 9pm Close Close Coming Coming
ALGEBRA I 6 To 9pm 6 To 9pm 6 To 9pm 6 To 9pm 6 To 9pm Coming Coming
ALGEBRA II 6 To 9pm 6 To 9pm 6 To 9pm 6 To 9pm Close Coming Coming
GEOMETRY 6 To 9pm Close 6 To 9pm 6 To 9pm Close Coming Coming
TRIGONOMETRY Coming Coming Coming Coming Coming Coming Coming
CALCULUS Coming Coming Coming Coming Coming Coming Coming
SAT MATH PREP Coming Coming Coming Coming Coming Coming Coming
GED MATH PREP Coming Coming Coming Coming Coming Coming Coming
BASIC SCIENCE 6 To 9pm 6 To 9pm 6 To 9pm 6 To 9pm 6 To 9pm Coming Coming
BIOLOGY 6 To 9pm 6 To 9pm 6 To 9pm 6 To 9pm 6 To 9pm Coming Coming
21. CHEMISTRY Coming Coming Coming Coming Coming Coming Coming
PHYSICS Coming Coming Coming Coming Coming Coming Coming
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EXHIBIT C
(a) Subjects
Mathematics:
Basic Math, Algebra I, Geometry, Algebra II, Trigonometry, Pre-Calculus, AP
---------- --------- -------- ---------- ------------ ------------ --
Calculus, SAT Math Prep, GED Math Prep
-------- ------------- -------------
Sciences:
Basic Science, Biology, Chemistry, Physics
------------- ------- --------- -------
MATHEMATICS
BASIC MATH
Netucators will assist the student with counting, grouping and identifying
numbers; understanding the patterns of mathematics such as the relationships
among addition, subtraction, multiplication and division; grasping the elements
of geometry and probability.
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ALGEBRA I
Netucators provide assistance in the areas of variables, expressions, equations,
inequalities, and analysis of data derived from real-world phenomena. Topics
include (but are not limited to) signed numbers, linear equations, polynomial
equations, and graphing. Emphasis is placed on making connections in algebra to
arithmetic, geometry, and statistics.
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GEOMETRY
Netucators provide assistance with properties of triangles, quadrilaterals,
polygons, circles, and solids using inductive and deductive reasoning.
Conjectures about properties and relationships are developed inductively and
then verified deductively. Vectors, transformations, algebra, and technologies
are used as tools to solve geometry problems.
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ALGEBRA II
Netucators deal with algebraic concepts through the study of functions,
polynomials, rational expressions, complex numbers, matrices, and data analysis.
Emphasis is placed on the mechanics of algebra with real-world applications and
modeling. Numerical, graphical, and algebraic solutions should be considered for
all problems as applicable.
--------------------------------------------
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TRIGONOMETRY
Trigonometry topics include circular functions, right triangle ratios, solving
trigonometric equations, inverses, identities, The Laws of ▇▇▇▇▇ and Cosines,
graphing trigonometric functions, and applying trigonometric techniques to
solving real-world problems.
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PRE-CALCULUS
Pre-calculus Netucators provide instruction with functions through the study of
polynomials, transformations, rational functions, exponential and logarithmic
functions, inverses, polar equations, parametric equations, two-dimensional
vectors, and selected topics in discrete mathematics. Assistance also includes
the study of limits, continuity, maximum and minimum points and values,
definition and properties of the derivative, rules of differentiation, equations
of tangent lines to polynomial functions, infinite limits, and partial
fractions.
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AP CALCULUS
Netucators assist in preparing students to take the Advanced Placement
examination given each spring, for which placement and/or credit may be awarded
at the college level if a qualifying score is obtained. Content of this
college-level course corresponds to the syllabus of the College Board Advanced
Placement Program. Content includes concepts and applications of differential
and integral calculus.
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SAT MATH PREP
SAT mathematics topics range from basic math skills (such as operations with
whole numbers, decimals, percents, and fractions) to Algebra I and Geometry
skills (such as solving equations and word problems, order of operations,
interpreting graphs and finding area and perimeter of geometric figures).
Students can also learn strategies on taking the SAT test and on answering each
type of math question (multiple choice word problems, student-produced response
questions, or quantitative comparisons) in this classroom.
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GED MATH PREP
GED mathematics topics range from basic math skills (such as operations with
whole numbers, decimals, percents, and fractions) to Algebra I and Geometry
skills (such as solving equations and word problems, order of operations,
interpreting graphs and finding area and perimeter of geometric figures).
Students can also learn strategies on taking the GED exam in this classroom.
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SCIENCES
BASIC SCIENCE Netucators will assist the student in learning about such things
as nature, plants, animals and their environment; earth's structure and systems;
sound and light; metrics; stars and constellations.
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BIOLOGY
Biology Netucators provide assistance by focusing on the life processes that
occur within the cell, the anatomy and physiology of complex multi-cellular
organisms, and the ways by which life forms reproduce, develop, and adapt to
conditions in their environment.
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CHEMISTRY
Chemistry Netucators assist students in acquiring an understanding of how
chemical theory is developed and how a chemist thinks and works. Students study
the composition, properties, and reactions of matter.
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PHYSICS
Netucators assist students with the central concepts of physics, including the
dual wave-particle nature of light, the conservation laws (mass, energy, and
momentum), and atomic theory.
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