Key Points of the RareJob Tutor Agreement

1.) RareJob, Inc. considers its tutors as highly educated and skilled individuals, thus, we agree to

engage you in our services as a project employee or independent contractor such that there is no

employee-employer relationship between you and RareJob, Inc.

2.) Your services and relationship with RareJob, Inc., as well as the obligations of the parties

involved, are contained in this contract, the Tutor Agreement.

3.) RareJob, Inc. appreciates and is very grateful that after careful consideration, you have chosen

and agreed to engage with RareJob, Inc.

4.) While you are free to be employed with other business entities, RareJob, Inc understands that

any other employment should not affect the delivery of your services to RareJob, Inc. and that you

will avoid being employed or affiliated with competitors.

5.) We are mainly concerned with the delivery of services and the quality of your output as we do

not and will not control every aspect of how you deliver your engaged services.

AGREEMENT OF RAREJOB ONLINE ENGLISH TUTORIAL SERVICES

1. INTRODUCTION

The RareJob English Tutorial Service is an online tutorial service that RareJob, Inc. ("RAREJOB",

and hereinafter referred to as the "FIRST PARTY" being a contract party) is offering to its clients

(the "Client", "Student") as a way of enhancing their English proficiency (the Tutorial Service).

RAREJOB is bridging the Clients to Tutors (the "Tutor", and hereinafter referred to as the

"SECOND PARTY" being a contract party) who provide English Lesson (the Lesson) through

the Tutorial Service.

2. RELATIONSHIP OF THE PARTIES INVOLVED

The SECOND PARTY shall act at all times under this Agreement as an independent contractor. No

employee-employer relationship shall exist between the FIRST PARTY and the SECOND PARTY.

Nothing herein contained, nor any act committed and/or omitted in the performance hereunder,

shall be construed as creating the relationship of principal and agent or of employer and employee

between the parties.

3. TERM

The SECOND PARTY shall provide Tutorial Services pursuant to this Agreement for a term of one

(1) year beginning from the day of agreeing to this Agreement and shall continue until after one (1)

year, unless terminated earlier as set forth in this Agreement. The Agreement may only be renewed

thereafter by a mutual agreement, unless terminated earlier by either of the parties by operation of

and in accordance with this Agreement but confirm that there is no expectation of any arrangement

beyond the Term.

4. WORK CONDITIONS

4.1 Tutor shall provide Up-to-date & Accurate Information

The SECOND PARTY upon registration with RAREJOB shall agree to:

(a) Provide true, accurate, current and complete information about him/her as prompted by

the pre-registration form (such information being "Tutor Profile"),

(b) Maintain and promptly update his/her Tutor Profile to keep it true, accurate, current and

complete; and

(c) Comply with this Agreement. Should the SECOND PARTY provide any information

that is untrue, inaccurate, not current or incomplete, or should the FIRST PARTY believe

that such information is untrue, inaccurate, not current or incomplete; the FIRST PARTY

shall reserve the right to suspend or terminate the SECOND PARTY's account (the Tutor

Account) and refuse or restrict any and all current or future use of the Affiliate Services

(the Affiliate Services) of the FIRST PARTY.

4.2 No Impersonation and/or Registration in behalf of Another Entity

The SECOND PARTY shall agree to not register under a false identity nor misrepresent his/her

affiliation with a person or entity including but not limited to the use of a pseudonym,

uploading photographs of celebrities or of other people in his/her Tutor Profile, or

misrepresenting his/her age, current or previous positions and qualifications, or his/her

affiliations with a person or entity, past or present; upload, post, transmit, share, store or

otherwise make publicly available on the internet any private information of any third party,

including but not limited to addresses, phone numbers, email addresses, Social Security

numbers and credit card numbers.

The SECOND PARTY shall likewise agree to not register or create false Student account(s) for

whatever reasons it may serve him/her.

4.3 Schedule Availability to be Provided by the Tutor

Once the SECOND PARTY has completed the pre-requisite application steps, the SECOND

PARTY shall provide the FIRST PARTY his/her available schedules (the Lesson Schedule)

which fall within the FIRST PARTY's offered operating hours. This is so because Students who

seek the Tutorial Services from the FIRST PARTY make reservations with the FIRST PARTY,

and the FIRST PARTY shall then make the SECOND PARTY's own given Lesson Schedules

available for the Students to choose from.

The FIRST PARTY has the right to refuse the opening of and/or change the Lesson Schedule

requested by the SECOND PARTY.

4.4 Connectivity Costs & Equipment as the Tutor's Responsibility

The SECOND PARTY shall provide his/her own capital, office, equipment such as personal

computer and internet connection. The SECOND PARTY shall be solely responsible for its

own Tutorial Services and/or other fees and costs associated with the delivery of the Lessons

and for the maintenance of all computer hardware and other equipment required in providing

the Lessons.

4.5 Training and Materials as Provided by RAREJOB

The SECOND PARTY may be subjected to further training by the FIRST PARTY, and the

FIRST PARTY may also provide materials to the SECOND PARTY.

4.6 Tutor Account is Non-transferable

The transfer and use of another Tutor Account shall not be allowed at any time.

The FIRST PARTY shall grant the SECOND PARTY a personal, non-transferable and

exclusive right to access its Website (the Website); provided that the SECOND PARTY shall

not (and shall not allow any third party to) copy, modify, create a derivative work from, reverse

engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign,

sublicense, grant a security interest in or otherwise transfer any right to the Tutor Account.

Additionally, the SECOND PARTY shall be prohibited from selling, trading, or otherwise

transferring its Tutor Account to another party. Should the SECOND PARTY not comply, the

SECOND PARTY shall not be allowed to provide the Lessons.

4.7 RAREJOB Reserves All Rights to Review the Lessons (i.e. for quality control,

redistribution and other purposes not otherwise specified)

The SECOND PARTY shall agree that the FIRST PARTY may record and monitor all or any

part of any Lessons (including voice chat communications) for quality control, redistribution,

advertising and other purposes. The FIRST PARTY shall reserve the right to review the

Lessons for purposes deemed necessary.

4.8 Fee

4.8.1 The SECOND PARTY's fee (the Tutor Fee) is based on each Lesson/hour

The SECOND PARTY shall be paid on an hourly basis given that the Lesson slot has been

reserved by a Student.

4.8.2 Initial Tutor Rate and Rate Increase

Tutors' initial rate, rate increase, and other conditions shall be offered via email (the Tutor

Fee E-mail) which is sent upon the SECOND PARTYS passing of the screening

procedures of the FIRST PARTY. The SECOND PARTY understands and accepts that

agreeing to this Agreement also signifies his/her consent to the terms and conditions stated

in the Tutor Fee E-mail.

The SECOND PARTY acknowledges that the FIRST PARTY offers different rate and

condition to different Tutors. The SECOND PARTY also understands that the details

pertaining to his/her Tutor rate must not be disclosed or divulged to any third party.

4.8.3 Qualification

The SECOND PARTY is required to undergo periodic qualification solely to be determined

by the FIRST PARTY.

For achieving the desired results, the FIRST PARTY has the option to give a reward.

Otherwise, the FIRST PARTY has the option to lessen Lesson slots and/or terminate this

Agreement.

4.8.4 Payment of Tutor Fee

The FIRST PARTY shall pay the Tutor Fee on the 10th of the following month, unless the

SECOND PARTY fails to submit required documents and/or requirements on time. Until

the SECOND PARTY complies to submit necessary documents and/or requirements, the

FIRST PARTY shall not release the Tutor Fee.

4.8.4.a Currency of Tutor Fee

The FIRST PARTY shall pay the Tutor Fee in the Philippine Peso currency.

4.8.4.b Applicable Laws and Regulations

The SECOND PARTY understands that the rates and conditions of the Tutor Fee are

originally intended for the Tutors residing in the Philippines and schemed according to

the applicable laws and regulations of the Philippines. Should the SECOND PARTY

opt to provide the Lessons from a country where different laws and regulations apply,

the SECOND PARTY shall immediately notify the FIRST PARTY of the new address.

In the event that the Tutor Fee standard does not satisfy the laws and regulations of the

country where the SECOND PARTY is residing and providing the Lessons from, the

FIRST PARTY may temporarily suspend the Tutor Account.

Pursuant to Clause 4.1 and the first paragraph of this Clause, it is the sole responsibility

of the SECOND PARTY to provide his/her current address. The FIRST PARTY shall

not be held liable for any sort of violation whatsoever should the SECOND PARTY fail

to comply therewith.

4.8.4.c Payment of the Tutor Fee is through Bank Transfer

The FIRST PARTY shall pay the Tutor Fee through bank transfer Provided that the

SECOND PARTY, prior to the release of his first Tutor Fee, opens a local bank

account at one of the FIRST PARTYs accredited banks. The FIRST PARTY shall

assist the SECOND PARTY by issuing an endorsement letter.

The SECONDY PARTY agrees that the current address provided by the SECOND

PARTY in his/her Tutor Profile shall be forwarded to the bank for verification purposes.

4.8.5 Inactive Status

The SECOND PARTY shall be considered inactive if he/she:

(a) has no Student reservation for more than two (2) months;

(b) has already passed the training included in the application process given by the

FIRST PARTY but fails to open his/her Lesson Schedule two (2) months following

his/her training

Six (6) months of inactivity resets the Tutor rate.

The FIRST PARTY may propose different initial Tutor rate, rate increase and other

conditions to the SECOND PARTY upon the SECOND PARTYs resume.

Provided that the SECOND PARTY had started providing Lessons for the FIRST PARTY,

the SECOND PARTY agrees that twelve (12) months of having no Student reservation,

he/she will be terminated by the FIRST PARTY.

4.8.5.a Retraining due to Inactivity for more than Six (6) Months

Provided that the SECOND PARTY has started providing Lessons for the FIRST

PARTY, the SECOND PARTY agrees that after six (6) months of having no Student

reservation, he/she will be subjected to retraining by the FIRST PARTY.

4.8.5.b Retraining due to Inactivity after Passing the Training

Provided that the SECOND PARTY has already passed the training included in the

application process given by the FIRST PARTY, the SECOND PARTY acknowledges

that two (2) months following his/her training and he/she fails to open his/her Lesson

Schedule during the said time, he/she will be rendered inactive and will be subjected to

retraining by the FIRST PARTY.

4.8.6 Rate Incentive based on the Qualifications of the SECOND PARTY

The SECOND PARTY agrees to be subjected to the qualification procedures for rate

increase to be determined solely by the FIRST PARTY.

4.8.7 Changes in the Basic Rate System

The FIRST PARTY has the sole discretion to change the basic rate system which may be

different from the existing one.

THE FIRST PARTY may implement mandatory basic rate system changes applicable to all

Tutors given a six-month notice to the SECOND PARTY prior to execution of change.

4.8.8 Penalty and Incentive

The FIRST PARTY may reward incentives and impose penalties to meet the Students'

needs.

Announcement, implementation and if any, changes, can be immediate and without input

from the SECOND PARTY.

4.9 Making Tutoring Notes

The SECOND PARTY should accomplish the Tutoring Notes (the Tutoring Notes) of his/her

Student after their Lesson which is further specified in Section 5.1.2d.

5. STANDARD OPERATING PROCEDURES

5.1 Interaction with Students

It is the responsibility of the SECOND PARTY to act with honesty and good faith and refrain

from acts that are contrary to law, moral and public policy.

5.1.1 Observing Lesson Management Protocols

5.1.1a The SECOND PARTY is responsible for adding the Student's Skype name into

his/her contacts list, calling them on time, and in case, a Student doesn't answer the call,

notifying them through a Skype message that he/she is the Tutor for the current Lesson

slot.

In case of tardiness, the SECOND PARTY must readily admit his/her fault and

apologize to the Student.

The SECOND PARTY must also finish the Lesson within the number of minutes

specified, and finishing before the time is up can be a ground for penalty.

5.1.1b In accordance with Section 4.3, it is within the SECOND PARTY's discretion

when to open his/her Lessons, and how often he/she would conduct Lessons.

5.1.1c Pursuant to Section 4.6, the SECOND PARTY cannot transfer his/her Lessons to

another Tutor. It is the SECOND PARTY's responsibility to be online for his/her

Lessons, access the Website, contact the Student and conduct the Lesson with the

Student.

5.1.2 Prioritizing Student's Skill Improvement

5.1.2a Making Necessary Preparations before the Lesson

The SECOND PARTY ought to prepare for his/her Lesson through the following:

(a) Preparing the appropriate materials for the Lesson. The SECOND PARTY is

responsible for preparing Lesson materials for his/her Students ahead of time. This

may include reading the Tutoring Notes of the Student to find the appropriate

Lessons;

(b) Showing familiarity with the correct Lesson flow of the different Lesson types.

The SECOND PARTY should be able to conduct the Lessons using the appropriate

flow of the Lesson type that the Student is currently enrolled in;

(c) Conducting the Lesson in a quiet environment and that is conducive for learning.

The SECOND PARTY should at all times avoid noisy and inappropriate locations

when conducting Lessons;

(d) Checking and assuring that the equipment and internet connection are in a state

suitable for conducting Lessons. The SECOND PARTY should at all times check

the state of his/her computer or any other communication device and internet

connection to prevent Lesson interruptions; and

(e) Being physically able to conduct Lessons. The SECOND PARTY should be

physically prepared for the Lesson. The SECOND PARTY should ask for the

cancellation of his/her Lessons if he/she feels that he/she is not at his/her optimal

health condition.

5.1.2b Managing the Lesson - Focusing during the Lesson

During the Lesson, the SECOND PARTY should show concentration and interest in the

Lesson. He/she should pay attention to the Student. Doing activities not related to the

Lesson is strictly prohibited.

5.1.2c Managing the Lesson - Conducting Effective Lesson

The SECOND PARTY should at all times make sure that the Student is receiving

effective intervention. The following measures should be done by the SECOND

PARTY in order to increase Lesson effectiveness:

(a) Attend to the Lesson request of Students. The Students are allowed to request

for specific Lessons from their Tutors. It is therefore the responsibility of the

SECOND PARTY to acknowledge the requests of his/her Students and prepare

appropriate materials.

(b) Give equal focus on improving the Student's reading, listening and speaking

skills in English unless there is any other specific request by the Student.

(c) Provide appropriate answers to the Student's questions. The SECOND PARTY

should not ignore the questions of the Student related to the Lesson.

(d) Monitor Student's Lesson comprehension. Until the SECOND PARTY is sure

that the Student has already understood the previous topics presented by the

SECOND PARTY, the SECOND PARTY should not proceed with the Lesson,

unless there is any other specific request by the Student related to the Lesson.

(e) Be keen to details. He/she must correct the Student's mistakes, introduce new

word to enhance the Student's vocabulary and make the Student familiar with

expressions.

(f) In relation to Section 5.1.2a (a) and (d), the SECOND PARTY should not

proceed with the Lesson if he/she or the Student is experiencing connection or

hardware problems. It is the SECOND PARTY's responsibility to follow prescribed

protocols if the problem is on his/her side.

5.1.2d Accomplishing Necessary Forms

The SECOND PARTY should accomplish necessary forms such as the Tutoring Notes

of his/her Student in accordance to the goal of achieving the desired results of helping

the Students improve in their use of the English language.

5.1.3 Consideration and Sensitivity to the Students' Feelings

As a registered Tutor of the FIRST PARTY, the SECOND PARTY should show

consideration and sensitivity to the Students' feelings. This involves but is not limited to:

(a) Apologizing to the Student if the SECOND PARTY was late or there was a sudden

disconnection. In the event that the SECOND PARTY is late for the Lesson with the

Student or there was a sudden disconnection during their Lesson, he/she should

apologize to the Student;

(b) Not showing attitude that may invoke negative feelings on the Student. The

SECOND PARTY is not to express negative attitude towards the Student. This may

include sighing, raising of voice, complaining how tired or how sick the SECOND

PARTY is;

(c) Not criticizing the Student inappropriately, his/her country and his/her fellowmen.

The SECOND PARTY should not make a negative remark on or criticize, directly or

indirectly, his/her Student based on his/her nationality or on any other criteria not

related to the Student's English skills; and

(d) Not complaining directly to the Student about his/her attitude or actions. The

SECOND PARTY should not make negative remarks to the Student, during or after

their Lesson time, on the attitude or actions of the Student. In case the SECOND

PARTY feels threatened by the Student's attitude, he/she may seek assistance from the

FIRST PARTY.

5.1.4 Misconduct (e.g. use of inappropriate language, cursing) towards RAREJOB

regarding Policies & Penalties

The SECOND PARTY shall maintain harmonious and pleasant personal and official

relations with other professionals, co-Tutors, the staff and the management of the FIRST

PARTY.

The SECOND PARTY's relationship with the management of the FIRST PARTY shall be

characterized by cooperation, open communication, professionalism and sense of

community.

The SECOND PARTY shall help the FIRST PARTY keep the Tutors and Students in

harmony, and shall, therefore, study and understand the FIRST PARTY's policies in order

to have a sympathetic attitude, therefore, refrain from disparaging the relationship between

Students, Tutors, the staff and the management of the FIRST PARTY.

5.2 The Tutor and RAREJOB

5.2.1 All Information about the FIRST PARTY and the Students shall be Treated as

Confidential, and shall not be Divulged or Shared to Any Third Party.

The SECOND PARTY agrees that all information about the FIRST PARTY or the Students

of the FIRST PARTY learned or gathered through or by virtue of this Agreement shall be

treated as confidential, and shall not in any way be divulged or shared to any third party,

even after the termination of this Agreement, without the prior written consent or authority

of the FIRST PARTY. This shall include all information made known or disclosed to the

SECOND PARTY in the course of his/her performance under this Agreement. This shall

also extend to any information which has been or may have been supplied to the SECOND

PARTY by the FIRST PARTY before the date of this Agreement, even if there was no

written agreement in relation to such earlier disclosure.

Upon termination of this Agreement for any cause, or should the SECOND PARTY decide

not to provide his/her Lessons anymore, the SECOND PARTY agrees to delete any

information from his/her files related to the FIRST PARTY and/or the Students.

5.2.2 Name and Logo of RAREJOB may not be Used without Permission of the FIRST

PARTY

The SECOND PARTY shall not be allowed to use the name or logo of the FIRST PARTY

for any purpose without the prior written approval of the FIRST PARTY.

6. PRIVACY POLICY

6.1 Upon Registration, Specific Personal Information shall be Acquired

6.1.1 The SECOND PARTY will register with the FIRST PARTY online and provide the

following information: Skype name; Website URL to be used; relevant teaching experience;

language school attended, if any; teaching qualifications; self-introduction; school and

degree; internet connection; and other relevant personal information and a photograph

(Personal Information).

6.1.2 The SECOND PARTY shall, upon registration, agree to the FIRST PARTYs Policy

of Handling of Personal Information posted in the Website and shall further agree to the

use of the Personal Information by the FIRST PARTY for the purposes predetermined in

the Declaration on Personal Information Protection which is also posted in the Website.

6.2 Use of Session ID Cookie

The FIRST PARTY may use cookies to remember the SECOND PARTY's preferences and

maximize the performance of its Affiliate Services supporting the Tutorial Service. The

information collected with cookies are not to be sold, rented, or shared with any outside parties.

The FIRST PARTY may use web beacons to:

(a) count and recognize users by accessing certain cookies; and

(b) personalize the SECOND PARTY's user experience.

6.3 Communication of the FIRST PARTY to the Tutor via Electronic Means, Mobile

Telecommunication and Recent Postal Address

6.3.1 The FIRST PARTY may communicate with the SECOND PARTY electronically.

The SECOND PARTY will provide the FIRST PARTY with an email address through

which the FIRST PARTY can send notifications to.

6.3.2 The FIRST PARTY may also communicate with the SECOND PARTY by posting

notices on its Website.

6.3.3 The FIRST PARTY may also communicate with the SECOND PARTY by sending

SMS and phone calls through mobile telecommunication and by sending materials through

their most recent postal address.

6.4 Disclosure of Tutor's Personal Information as Required by Law

6.4.1 In strict compliance with the Policy of Handling of Personal Information, The

FIRST PARTY warrants that the SECOND PARTY's Personal Information will not be

shared to a third party unless required by laws and/or ordinances.

6.4.2 Notwithstanding the preceding provision, The FIRST PARTY reserves the right to

disclose the SECOND PARTY's Personal Information under the following circumstances:

(a) The FIRST PARTY responds to subpoenas, court orders, or legal processes, to

establish legal rights or defend itself against legal claims;

(b) The FIRST PARTY believes that it is necessary and inevitable to share the Personal

Information with relevant parties in order to investigate, prevent or take actions

regarding illegal activities, suspected fraud, situations involving potential threats to the

physical safety of another person, violations of the terms of this Agreement;

(c) The FIRST PARTY transfers the SECOND PARTY's Personal Information after

being acquired by or merged with another company. In this event, the FIRST PARTY

agrees to notify the SECOND PARTY before the Personal Information is transferred

and becomes subject to a different privacy policy; or

(d) The FIRST PARTY believes that the SECOND PARTY appreciates the help of the

SECOND PARTY's Referrer (the Referrer) when the SECOND PARTY is in

considerable difficulty of meeting the expected performance as the Tutor, including but

not limited to, failure of qualification assessment, being warned or penalized due to

poor performance. In this event, the FIRST PARTY may notify the Referrer of the

SECOND PARTY's situation in order to seek any help and advice from the Referrer,

provided that the SECOND PARTY has given its prior written consent to the FIRST

PARTY.

7. WEBSITE CONTENT USAGE

7.1 Use of Website for the Sole Purpose of Tutoring and Other Related Activities

The SECOND PARTY agrees not to manipulate or interfere with the FIRST PARTY's Website

through the following:

(a) Making available by uploading, posting, emailing, transmitting or by any means any

unsolicited or unauthorized advertising, promotional material, "chain mails", "spam",

"pyramid schemes," or any other form of solicitation;

(b) Making available by uploading, posting, emailing, transmitting or by any means any

material that contains software viruses or any other computer code, file or program that is

designed to interrupt, destroy or limit the functionality of any computer hardware or

software or telecommunications equipment;

(c) Making available by uploading, posting, emailing, transmitting or by any means any

content that is unlawful, harmful, threatening, abusive, harassing, tortuous, vulgar, obscene,

libelous, invasive of another's privacy, hateful, racially, ethnically or otherwise

objectionable;

(d) Making available by uploading, posting, emailing, transmitting or by any means any

content that the SECOND PARTY does not have a right to make available under any law or

under contractual or fiduciary relationships;

(e) Using the FIRST PARTY's Website as a forwarding service to another website that is

not related to the Tutorial Service;

(f) Forging headers or manipulating any content transmitted through the FIRST PARTY's

Website in order to disguise its origin;

(g) Disrupting the FIRST PARTY's Website or servers or networks connected to the FIRST

PARTY's Website or disobeying any requirements, procedures, policies or regulations of

networks connected to the FIRST PARTY's Website;

(h) Collecting or storing Personal Information of other users in connection with the

prohibited conduct stated in the paragraphs above;

(i) Stalking or otherwise harming any other user of the FIRST PARTY's Website;

(j) Using automated scripts to collect information from or otherwise interact with the

FIRST PARTY's Website;

(k) Registering for more than one Tutor Account; registering for a Tutor Account on behalf

of another individual; or registering for a Tutor Account on behalf of any group or entity;

(l) Falsely stating, impersonating, or otherwise misrepresenting identity, including but not

limited to the use of a pseudonym, uploading pictures of celebrities, or of other people other

than the Tutor himself/herself on the SECOND PARTY's Tutor Profile, misrepresenting

current or previous positions or qualifications, or affiliations with a person or entity, past or

present; uploading, posting, transmitting, sharing, storing or making publicly available on

the FIRST PARTY's Website any private information of any third party, including, but not

limited to addresses, phone numbers, email addresses, Social Security, Tax Identification,

bank account, credit card numbers and creation of false Student accounts;

(m) Using or attempting to use another Tutor Account without the prior written

authorization from the FIRST PARTY;

(n) Making available any content, that in the sole judgment of the FIRST PARTY, is

objectionable or which restricts or inhibits any other person from using or enjoying the

FIRST PARTY's Website, or which may expose the FIRST PARTY and the users of its

Website to any harm or liability of any type.

7.2 Copyright of the Website Contents

7.2.1 No Infringement or Modifications

The SECOND PARTY acknowledges that all information on the FIRST PARTY's Website

is protected by copyright. The SECOND PARTY agrees not to infringe any of the

intellectual property rights associated with the manufacture, design, branding of any course

advertised on the FIRST PARTY's Website nor introduce modifications to any of the

information supplied by the FIRST PARTY unless the nature of delivery dictates otherwise.

7.2.2 RAREJOB Logo and Trademark

The use of the FIRST PARTY's Website does not constitute a license to use in any way,

any of the trademarks owned by the FIRST PARTY or its licensors, including but not

limited to the word RAREJOB and the RAREJOB Logo.

The SECOND PARTY shall not be allowed to use the name or logo of the FIRST PARTY

for any purpose without the prior written approval of the FIRST PARTY.

7.2.3 No Download for Personal Use

In relation to Section 7.2.2, all contents, designs, text, graphics, software compilations,

underlying source codes, and other graphic arrangements together with the collection,

arrangement and assembly of all content on the FIRST PARTY's Website are the copyright

of the FIRST PARTY and its licensors, where applicable.

7.2.4 No Creation and Publication of Databases Using Features of the Website

The SECOND PARTY is not allowed to create and/or publish a database that features

substantial parts of the FIRST PARTY's Website without the prior written consent of the

FIRST PARTY.

7.2.5 The FIRST PARTY has no liability for content on other websites that the SECOND

PARTY may find or access while using the FIRST PARTY's Website. The materials

available on or through other websites may be protected by copyright and the intellectual

property laws of any country. The terms of use of those websites, and not the terms of this

Agreement, governs the use of that material.

7.3 RAREJOB has the Right to Modify and Adapt the Contents Submitted by the Tutor such as

Personal Information and Tutoring Notes

7.3.1 By using the FIRST PARTY's Website, the SECOND PARTY gives its consent to the

FIRST PARTY to:

(a) Handle the SECOND PARTY's Personal Information so that the FIRST PARTY

can efficiently provide the SECOND PARTY with information about new materials,

features and Affiliate Services available on the FIRST PARTY's Website;

(b) Handle the SECOND PARTY's Personal Information to enhance the Affiliate

Services available to the members of the FIRST PARTY's Website;

(c) Handle the SECOND PARTY's Personal Information for the purpose of displaying,

distributing and promoting the SECOND PARTY's Tutor Profile on the FIRST

PARTY's Website; and

(d) Make copies of the SECOND PARTY's Personal Information or Tutoring Notes as

the FIRST PARTY deems necessary in order to facilitate its posting and storage on the

FIRST PARTY's Website.

7.3.2 The royalty-free and non-exclusive license given by the SECOND PARTY to the

FIRST PARTY to perform the procedures stated above shall continue for as long as the

SECOND PARTY continues to be a user of the FIRST PARTY's Website and shall be

terminated at the time the SECOND PARTY's Agreement is terminated. The SECOND

PARTY, however, acknowledges that contents such as Tutoring Notes, Lesson evaluation,

dissatisfaction percentage scores and other contents not included directly in the SECOND

PARTY's Tutor Profile shall remain after the termination.

7.3.3 The SECOND PARTY agrees that the FIRST PARTY may, but is not obliged to,

review its Website and may delete or remove without notice any Website content or the

SECOND PARTY's Personal Information or Tutoring Notes in its sole discretion, for any

reason or no reason, including but not limited to the SECOND PARTY's Personal

Information or Tutoring Notes that in the sole judgment of the FIRST PARTY violated this

Agreement or which might be offensive, illegal, or that might violate the rights, harm, or

threaten the safety of others.

The SECOND PARTY is responsible at his/her sole cost and expense for creating backup

copies and amending any Personal Information or Tutoring Notes that he/she posted or

stored on the FIRST PARTY's Website or provided to the FIRST PARTY.

7.3.4 The FIRST PARTY does not claim any ownership of the SECOND PARTY's

Personal Information or Tutoring Notes. The FIRST PARTY, however, reserves the right to

display certain details of the SECOND PARTY's Personal Information or Tutoring Notes to

the Students catered to by the FIRST PARTY and to the administrative staff of the FIRST

PARTY for whatever legal purpose.

7.4 Continued Use of Website constitutes Agreement to any Updates that may be done without

notice

7.4.1 The SECOND PARTY acknowledges that the FIRST PARTY may establish general

practices and limits concerning the use of the FIRST PARTY's Website and its Affiliate

Services and may modify such practices and limits from time to time without notifying the

SECOND PARTY. The SECOND PARTY agrees to periodically review this Agreement to

stay informed of the measures of protecting the Personal Information acquired by the

FIRST PARTY. The SECOND PARTY's continued use of the FIRST PARTY's Website

constitutes the SECOND PARTY's agreement to this Agreement and any updates. Unless

stated otherwise herein, the current Agreement applies to all of the SECOND PARTY's

Personal Information and Tutor Account information.

7.4.2 The FIRST PARTY will not be held liable for the deletion or failure to store any

messages and other communications or other content maintained or transmitted by the

FIRST PARTY's Website following the update.

8. CHANGES IN THE AGREEMENT

8.1 Certain Procedures may be Prescribed to Implement this Agreement.

The FIRST PARTY may from time to time prescribe certain procedures in the implementation

of this Agreement. The SECOND PARTY agrees to comply with such procedures as it may be

given notice of by the FIRST PARTY via email.

8.2 Variation or Modification

Variations or modifications of this Agreement at any time can be made by the FIRST PARTY.

The revision of this Agreement shall be published in the FIRST PARTY's Website for the

SECOND PARTY to agree with. If the SECOND PARTY fails to agree to the revised

Agreement, his/her Agreement will be terminated and she/he will not be able to continue using

the FIRST PARTY's Website and Affiliate Services in conducting Lessons with the Students.

8.3 All Agreements Prior to this Agreement shall be Superseded

This Agreement shall constitute the entire and only agreement and supersede any and all prior

agreements or communications, whether oral or written, between the parties hereto with respect

to the matters covered herein.

The failure of either party to insist upon the strict performance of any of the terms of this

Agreement shall not be deemed waiver of such right or of any remedy it may have. A waiver by

either party of a breach or failure to perform its obligations hereunder shall not constitute a

waiver of any subsequent breach or failure.

9. PENALTY AND TERMINATION

Nothing in this Agreement shall relieve any party from an obligation that may have arisen or

accrued prior to the termination of this Agreement. Each party agrees to perform its obligations

under this Agreement until the termination is effective.

This Agreement is considered terminated upon violation of any of the terms and conditions of this

Agreement by the SECOND PARTY.

Upon termination of this Agreement for any cause, or should the SECOND PARTY decide not to

render Tutorial Services anymore, the SECOND PARTY shall delete all information from his/her

files related to the FIRST PARTY and the Students. Failure to do so shall entitle the FIRST PARTY

to claim for damages, both direct and indirect, from the SECOND PARTY.

Upon termination of this Agreement, the SECOND PARTY shall return to the FIRST PARTY all

documents and other materials in its possession, custody or control which bear, incorporate or are

generated from any confidential information and permanently delete any such documents or

materials from any computer or any machine in the possession, custody or control of the SECOND

PARTY. Failure to do so shall likewise entitle the FIRST PARTY to claim for damages, both direct

and indirect, from the SECOND PARTY.

9.1 Pre-Termination

Should the SECOND PARTY decide not to continue rendering his/her independent contractual

Tutorial Services, the SECOND PARTY shall be required to submit a Pre-Termination Notice

at least two (2) working days prior to the intended date of termination. Failure to comply with

the policy shall render the Tutor ineligible to payment of earned Tutor Fee and request for

Tutor's performance report. The SECOND PARTY shall also be subjected to the payment of

damages and Lawyer's fees and disqualification for re-application as an independent contractor

9.2 Penalty and Pre-Termination of Agreement due to FIRST PARTYs Initiated Action

9.2.1 Breach of the Standard Operating Procedures

Following offenses, but not limited to, could result to penalty and/or immediate termination.

9.2.1.1 Cancellation Ratio Beyond Benchmark

The SECOND PARTY ought to be online for his/her Lessons. Cancellation of Lessons

is permissible with 2-day prior notice.

Frequent cancellation on short-notice and/or without notice must be avoided.

Failure to comply with the 2-day prior notice shall be a ground for commensurate /

corresponding fee deduction.

9.2.1.2 Poor Lesson Quality Beyond Set Criteria

The SECOND PARTY has the sole responsibility of maintaining the quality of his/her

Lessons in terms of sound quality, skills, attitude and tutoring skills based on the

criteria pre-set by the FIRST PARTY.

The SECOND PARTY shall be subject to either partial-hiding or Lesson slot limitation

upon the second and/or the next offenses depending on the criterion not met.

9.2.1.3 Several Student Complaints were Filed

Upon receipt of complaints from Students with regard to a certain Tutor, the FIRST

PARTY shall send an email to the Tutor for one or more of the following purposes:

warning, solicitation of explanation or comment, or notice of suspension, or termination

depending on the gravity of the offense.

This Agreement may also be terminated immediately upon the SECOND PARTYs

commission of an offense considered as detrimental to the FIRST PARTY.

9.2.1.4 Asking Why the Student Gave a Low Evaluation Score

Students have the discretion to evaluate the SECOND PARTY's performance and

Lesson environment (i.e. sound quality, skill and attitude).

The SECOND PARTY is not allowed to ask directly or indirectly his/her Students why

his/her Lesson evaluation score or average is decreasing, or why his/her dissatisfaction

percentage is increasing.

9.2.1.5 Interaction with Students Beyond the Context of RAREJOB Lessons

The interaction between the SECOND PARTY and his/her Students should be limited

to RAREJOB Lessons.

Furthermore, the SECOND PARTY is not to contact the Student to invite him/her to

visit the Philippines or any other country and organize a meeting with him/her. In doing

so, the SECOND PARTY understands that the same can be a ground for termination of

this Agreement.

9.2.1.6 Receiving of Gifts/Compensation Directly from the Student

The SECOND PARTY shall not directly or indirectly ask for and receive any

gift/compensation from a Student. Any obligations, such as payment for damages,

resulting from such acts will be the sole responsibility of the SECOND PARTY.

9.2.1.7 Asking/Giving Personal Information such as Contact Details

The SECOND PARTY shall not collect the Personal Information of any of the Students

to whom they give Lessons to under this Agreement. Any contact between the

SECOND PARTY and the Student should be done through Skype, the FIRST PARTY's

Website and/or through the FIRST PARTY. The SECOND PARTY is not to disclose

any direct contact details which includes, but is not limited to, the SECOND PARTY's

phone number, home address and email address to the Students.

The SECOND PARTY also agrees not to create Skype group chats with Students

and/or Tutors for any intent and purpose as such may lead to the sharing of confidential

information.

9.2.1.8 Teaching Outside Lesson Hours

Pursuant to Section 9.2.1.5, Tutors should only conduct the Lesson during the fixed

Lesson hours set by the FIRST PARTY.

The SECOND PARTY acknowledges that conducting Lessons outside the FIRST

PARTY's allowed Lesson Schedule is prohibited and will not be remunerated for. In

doing so, the SECOND PARTY understands that the same can be a ground for

termination of this Agreement.

9.2.1.9. Offenses not otherwise Specified

Other similar or analogous offenses, not specified in the above mentioned sections,

shall also be given a warning and may consequently result to termination.

9.2.2 Acts Against RAREJOB

Acts against RAREJOB may result to termination. Legal action shall be taken as that which

applies in the Japanese law, and restitution of actual damage shall be imposed.

9.2.2.1 Unless with the prior consent of the FIRST PARTY, this Agreement may

immediately be terminated upon the occurrence of any of the following:

(a) Engaging in Other Tutorial Services

The SECOND PARTY is not to engage in other tutorial services without the

written approval of the FIRST PARTY of the SECOND PARTY's affiliation to a

third party;

The SECOND PARTY agrees not to use the FIRST PARTY's Website and

Affiliate Services to directly or indirectly recruit, solicit, or contact in any form,

Students or other Tutors that the FIRST PARTY has a similar Agreement with or

contracting for a business not affiliated with the FIRST PARTY.

If any Tutor or Student stops to use the Tutorial Services and Affiliate Services of

the FIRST PARTY directly or indirectly due to such recruitment or solicitation,

The SECOND PARTY shall pay the amount of One Hundred Thousand Pesos (PhP

100,000.00) per person or actual amount damage to the FIRST PARTY, whichever

is higher, even after termination of this Agreement.

(b) Contacting of Tutors for Employment or Contracting for a Business

Using the FIRST PARTY's Website and Affiliate Services to directly or indirectly

recruit, solicit, or contact in any form, Students or other Tutors who are currently

under Agreement with the FIRST PARTY shall entitle the FIRST PARTY to

liquidated damages in the amount of One Hundred Thousand Pesos (PhP

100,000.00) per person without prejudice to the collection of the actual amount of

damage to the FIRST PARTY, whichever is higher, even after termination of this

Agreement;

(c) Disclosure of Students' Personal Information and Other Related Information of

the Students to third parties

The SECOND PARTY agrees to keep information of the Student confidential at all

times.

Disclosure of which shall result to immediate termination and penalty.

In the event that such disclosure of confidential information is made known to

another third party other than those involved, the SECOND PARTY shall pay the

amount of One Hundred Thousand Pesos (Php 100,000.00), or actual amount of

damages to the FIRST PARTY, whichever is higher, even after termination of this

Agreement; or

(d) Disclosure of the system, manuals, materials and all that which the FIRST

PARTY has copyright thereof to third parties

The SECOND PARTY agrees to keep confidential all files, information, materials

and other information which the FIRST PARTY has given him/her access to even

after termination of this Agreement.

In the event that such disclosure is made, the SECOND PARTY shall pay the

amount of One Hundred Thousand Pesos (Php 100,000.00), or actual amount of

damages to the FIRST PARTY, whichever is higher, even after termination of this

Agreement.

9.2.3 Policy for Anti-Social Forces

The SECOND PARTY shall not be involved with any groups or individuals corresponding

or belonging to the so-called anti-social forces (the "ASF"), that pursue economic benefit

by making full use of violence, force and/or fraudulent means.

The SECOND PARTY acknowledges that having any relationship with the ASF shall result

to immediate termination of this Agreement and that it shall indemnify and hold harmless

the FIRST PARTY for and from any damages caused thereby.

10. LIABILITY AND CANCELLATIONS

10.1 When the FIRST PARTY's Website content is not updated, incomplete or incorrect, the

FIRST PARTY will not be held liable.

The SECOND PARTY acknowledges that the FIRST PARTY's Website may contain certain

information that is not correct, complete or current. The FIRST PARTY cannot be held liable in

any way.

The FIRST PARTY should take all reasonable efforts to ensure that information on its Website

is correct, but the FIRST PARTY shall make no representations or warranties, expressed or

implied, in relation to the accuracy or completeness of the said information.

10.2 The FIRST PARTY shall not be held responsible as well for technical malfunctions such

as Skype problems, Internet connection problems, power outages and other related problems.

10.3 When the FIRST PARTYs Website is delayed, defective, encountering errors or viruses,

the FIRST PARTY will not be held liable.

The FIRST PARTY's Website excludes all warranties of any kind to the fullest extent

permissible by law and does not guarantee the accuracy or completeness of the FIRST

PARTY's Website or any information or content that it is free of defects or viruses.

The FIRST PARTY's Website including the content is unless otherwise stated provided free of

charge. The FIRST PARTY shall not be liable to the SECOND PARTY for any loss or damage

of any kind arising from the unauthorized use of the FIRST PARTY's Website and any

information contained within it.

The FIRST PARTY shall use its reasonable endeavors to ensure that the FIRST PARTY's

Website is and stays fully operational. However, the SECOND PARTY shall acknowledge that

due to the nature of internet, the FIRST PARTY shall not guarantee that the FIRST PARTY's

Website is free from delays, interruptions or errors.

In the event that the FIRST PARTY is infiltrated by unauthorized third parties, the FIRST

PARTY shall not be held liable for any resulting misuse of the Personal Information.

Under no circumstances, including, but not limited to the intentional act or gross negligence of

the SECOND PARTY, shall the FIRST PARTY be liable for any direct, indirect, special,

incidental or consequential damages, including but not limited to loss of data or profit, arising

out of or relating to the use, or inability to use, the contents of the FIRST PARTY's Website, the

Affiliate Services or any portion thereof, even if the FIRST PARTY or its authorized

representative has already been informed of the possibility of such damages.

If the SECOND PARTY's use of the FIRST PARTY's Website including the download of

materials, results in the need for servicing, repair or correction of equipment of the SECOND

PARTY, the SECOND PARTY assumes responsibility.

The FIRST PARTY shall not be held liable for claims, demands and damages of every kind and

nature arising from the dispute between the SECOND PARTY and the Student arising from, or

in any way, connected with the use of the FIRST PARTY's Website.

11. SEVERABILITY

Nothing contained in this Agreement shall be construed to require the commission of any act

contrary to law, and wherever there is any conflict between any provision of this Agreement and

any statute, law, ordinance, order or regulation, the latter shall prevail. If any provision of this

Agreement shall be declared to be invalid in whole or part by a court of competent jurisdiction, it

shall not affect the remaining provisions, which shall remain in full force and effect.

12. COUNTERPARTS

This Agreement may be executed in counterparts in the same form and such parts so executed shall

together form one original document and be read and construed as if one copy of the Agreement

had been executed.

13. LAW AND VENUE APPLICABLE

The FIRST PARTY and the SECOND PARTY agree to submit to the personal and exclusive

jurisdiction of the courts located within the city of Tokyo, Japan. This Agreement shall be construed

and governed by the laws of Japan. Each party irrevocably submits to the jurisdiction of the courts

only and exclusively in Japan for the purpose of enforcing a right or obligation under or arising out

of this Agreement.