Please read this KidPass Partner Agreement (the “Partner Agreement”) fully and carefully before using KidPass.com (the “Site”) and the services, features, content or applications (the “Services”) offered to you (“Provider” or “Partner”, Collectively “Providers” or “Partners”) by KidPass, Inc. (“KidPass”, “we”, “us” or “our”). This KidPass Partner Agreement (the “Agreement”) contains the terms and conditions that govern your access to and use of the Services and is an agreement between you or the business you represent and KidPass. By registering for or using the Services, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this agreement, including the Services terms and program policies. This Partner Agreement sets forth the legally binding terms and conditions for your use of the Site and the Services.

This Agreement confirms your inclusion and participation in KidPass. This Agreement supersedes any discussions or previous agreements. With this Agreement, you are responsible for providing activities, services, products, and/or other items (including receiving of payments, donations, and tips) (“Items”) on KidPass according to the terms listed in this Agreement. 

When your Item sells, KidPass will deduct applicable fees as noted below in the KidPass Fee Schedule, and KidPass will calculate the total amount to be deposited into your Partner account. Here is terminology that is relevant to understanding payment calculations and fees:

1. “List Price”: this is the standard list price of an Item prior to any Promotional discount being applied to the Item on KidPass.
   
2. “Promotional Discount”: this is an additional discount off of the List Price that a Partner can offer to KidPass to give a preferred rate for an Item.
   
3. “Selling Price”: this is calculated by taking the List Price of an Item and discounting it by the Promotional Discount. This Selling price is the total amount that a Partner earns for the purchase of an Item, before any KidPass fees are applied.
   

When your Item sells, KidPass will pay you the Selling Price of the Item minus the applicable fees as determined by the following KidPass Fee Schedule:

• Referral Fees for purchases on the KidPass marketplace
  
  • “Online Live Activities delivered via the KidPass Digital Platform” have a referral fee of 20%. This includes online live activities that are drop-in classes, semesters, camps, and/or individual instruction/tutoring.
    
  • All other merchandise, goods, apps, or other types of activities including “In Person Activities”, “Pre-Recorded Activities (Videos)”, and “Online Live Activities delivered outside of the KidPass Digital Platform” have a referral fee of 50%.
    
  • “Donations” have no referral fee applied.
    
• Platform Fee
  • All purchases of Items (including activities, donations, and any payments) using KidPass are subject to a 5% Platform Fee.

The total deposited to your Partner account is the Selling price of the Item minus the applicable fees. 

As an example, if a Partner specifies that a class has a List price of $20 and adds an additional Promotional Discount of 25% off for KidPass, this would result in the Selling Price to KidPass of $15 (ie. the List Price of $20 minus the Promotional Discount of $5). If the class is an Online Live Class, then a 20% Referral Fee and a 5% Platform Fee would be applied. As a result the total deposited to the Partner account would be $11.40.

KidPass is responsible for issuing payments earned in your Partner account according to the terms of this Agreement on a monthly basis within 15 days of the close of the month, depending on the banking institution and payment method. 

Additionally, KidPass may offer certain programs from time to time that includes offering participation to all or select individual Partners including KidPass Tutors, KidPass Corporate Program, KidPass Premium, and other programs. From time to time, Partners including tutors and teachers advertise and provide tutoring services or other services (or seek to do so) on our Site and affiliated partner sites to potential students obtained directly through our platform or affiliated partners, and KidPass may negotiate an independent contractor agreement with such a Partner for the purposes of the Partner advertising and providing their services for potential users. Individuals, groups, entities, schools, companies, etc. from time to time, may also locate and obtain a Partner (or seek to do so) through KidPass. KidPass has adopted this Agreement to make you aware of the terms and conditions of your use of the Site and Services, and by using the Site and/or Services, you agree to be bound by the terms of this Agreement and acknowledge that any independent contractor agreements and inclusion in these programs may also be updated by KidPass at its sole discretion.

KidPass may offer several options on our marketplace or affiliated partner sites for users to purchase Items you list including, but not limited to, using cash payment, gift cards, KidPass credits, promotional discounts, monetary and non-monetary forms of payment, or other means. KidPass is solely responsible for determining pricing, payment mechanisms, and payment forms acceptable, which may change from time to time in KidPass’ sole discretion, for Items you list. KidPass is also solely responsible for determining if KidPass credits can be used for Items and how many KidPass credits to charge.

By entering into this Agreement, you agree to the following:

• To abide by and be bound  by the Privacy Policy, Community Standards, and Terms of Service as updated from time to time and provided on the KidPass website.
• Partner is responsible for all federal, state, and/or local taxes due as a result of the Items or services the Partner provides or payments received. Neither federal, nor state, nor local income tax, nor payroll tax of any kind shall be withheld by KidPass on behalf of Partner. You understand that it is your responsibility to pay any applicable taxes.
• Being solely responsible for obtaining all licenses, requirements, certifications, worker’s compensation, insurance, and other permissions required to offer or provide classes or Items, including permits, licenses, guidelines, and certifications as required for Items offered, presented, or sold on KidPass, and KidPass assumes no responsibility for Partner’s failure to do so.
• Agreeing to abide by federal and local guidance and requirements for COVID-19 and any other requirements applicable when holding in person classes or relevant to Items offered.
• Granting KidPass permission to use Partner’s photos, logo, and trademark on the KidPass website, press releases, and marketing materials. 
• Providing notice when Items are changed, cancelled, or sold-out, by using the KidPass Partner Dashboard. There is a cancellation fee of $10 for each booking or purchase that does not take place or is cancelled on a KidPass user where you cannot agreeably reschedule it with the user. 
• Agree to a $10 international wire fee for payments made to an international bank account. In addition, you agree to provide the KidPass finance team with documentation on a timely basis as needed from time to time to properly document and record your transactions, including but not limited to yearly W9 forms with appropriate legal entity and TIN/EIN information. 

Nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, or an agency or employer/employee relationship between the parties and neither party has the authority, without the other party’s prior written approval, to bind or commit the other in any way. You acknowledge that KidPass is not your employer, contractor, insurer, or agent. You acknowledge that KidPass does not directly or indirectly engage you to render any services whatsoever and that any engagement of your services or Items through the KidPass platform is undertaken exclusively by the individual who has selected you through KidPass to provide the services or Items. 

KidPass has sole discretion as to what Items and information we allow on KidPass and our Services, and we have sole discretion to modify, edit, or remove any Items, content, descriptions, or information. KidPass has sole discretion as to which Partners are accepted, suspended, or removed for any reason and with or without notice. KidPass may require background checks, interviews, and training sessions with Partners at its discretion.

KidPass offers Partners a layer of protection in collection of their funds, but if any of the following conditions are not met and KidPass is unable to collect payment from the parent or user to whom you delivered or sold an Item, KidPass cannot guarantee that your payment will be successfully collected, processes, or distributed to you:

• Information pertaining to the Item is entirely accurate. This includes the start and end time, duration, subject, and other details. Should the information be different from the actual Item, the purchaser of the Item is entitled to a full refund for which the Partner is responsible. KidPass will auto-deduct the customer refund from the Provider’s next invoice where possible, otherwise the Partner will be responsible for refunding the payment to the purchaser.
• Item delivered is at a location or through instructions using other tools or methods that are mutually agreed to and acceptable by both parties, including the expectations of the time, effort, any advance preparation required, and associated costs.
• Ensuring customer satisfaction for all Items. Our goal is to ensure everyone has a positive experience with KidPass.

The KidPass Privacy Policy, Community Standards, and Terms of Service are incorporated into this Agreement. This Partner Agreement may be updated by KidPass at its sole discretion with 30 days written notice.

Contact. You may contact us at the following address: KidPass, Inc., 335 Madison Avenue, Suite 7D, New York, NY 10017.

Revision Date of Partner Agreement: May 1, 2021