INDEPENDENT CONTRACTOR AGREEMENT AND PRIVACY POLICY

This Independent Contractor Agreement and Privacy Policy ("Agreement") is entered into by and between Nebula Language Institute ("NLI"), located in Washington State, and the individual applying to become a tutor ("Tutor"). 

Definitions

• Play2Learn Program: NLI’s game-based English learning service offered and operated in South Korea.

• A Session: A single lesson defined as connecting with the client via League Voice (or Internet-based backup), playing one League of Legends game, conducting a post-game recap, and uploading a compliant audio recording.

• Active Immersion Time: The duration of actual vocal engagement and conversation between the Tutor and Client, as measured and verified by NLI’s AI analysis tools.

• Tutor Handbook: The official technical and operational guide provided by NLI, which may be updated from time to time.

1. Scope of Work

• 1.1 Services: Tutor will provide Sessions as part of the Play2Learn Program, offering conversational English instruction to clients while playing League of Legends.

• 1.2 Language: All Sessions must be conducted exclusively in English.

• 1.3 Reporting: After each Session, Tutor shall complete the Session Report immediately. This includes uploading a unique, match-specific audio file and providing constructive feedback notes.

• 1.4 Technical Compliance: Tutor agrees to utilize OBS Studio (or approved equivalent) to record every session. Audio must be recorded in Split-Stereo format (Tutor panned Left / Client panned Right) as defined in the Tutor Handbook. Failure to provide a strictly panned, dual-channel audio file constitutes a material breach of this Agreement and may result in forfeiture of payment for that Session.

• 1.5 Equipment: Tutor is responsible for all equipment, setup, and personal circumstances required to provide the session, including a PC capable of running the game and recording software simultaneously, and a headset microphone to prevent audio bleed.

• 1.6 Consent by Action: Tutor agrees that the act of "Claiming" a session within the NLI Discord server, or initiating contact with a Client (inviting to lobby/sending friend request), constitutes a binding digital signature. By performing these actions, Tutor confirms they have read, understood, and agreed to the most current version of this Agreement and the Tutor Handbook. 

2. Compensation and Payment

• 2.1 Active Immersion Rate: Tutor will be paid based on Active Immersion Time as verified by NLI’s AI analysis. The rate per minute/hour will be published in advance by NLI. Sessions where the Tutor is silent, unengaged, or fails to produce analyzable audio will not be compensated.

• 2.2 Bonuses: Additional performance bonuses based on monthly or quarterly session counts will follow criteria announced by NLI.

• 2.3 Payment Schedule: Earnings will be paid every week (Monday 12:00 AM EST) to the Stripe Connect account designated by Tutor.

• 2.4 Processing Fees: NLI covers all standard processing fees. Any special payment requests that incur extra fees will be deducted from Tutor’s payout.

• 2.5 Forfeiture: If a client receives a full or partial refund due to Tutor’s fault (e.g., No-Show, Toxicity, or Technical Failure), the Tutor’s compensation for that Session will be fully forfeited.

• 2.6 Dispute Resolution: Requests for adjustment or dispute of payment must be submitted with supporting documentation and will be handled within 14 business days under NLI’s policies.

3. Background Check

• Prior to engagement, Tutor must consent to and complete a criminal background check through the online process specified by NLI. NLI will bear all costs associated with the background check.

4. Privacy Policy Summary

• 4.1 Data Collected: Name, email address, payment account details, background check results, and Session audio recordings.

• 4.2 Purpose of Use: Service operation, payment processing, AI model training, quality assurance, and compliance with legal obligations.

• 4.3 Audio Confidentiality: Tutor acknowledges that Session audio recordings contain Client voice data. Tutor agrees to handle these recordings as Strictly Confidential Information and shall not share, publish, or distribute them to any third party or platform outside of the official NLI Session Report.

• 4.4 Retention Period: Data will be retained for the duration of the business relationship and for three years thereafter.

• 4.5 Legal Compliance: NLI processes all personal data in compliance with the Korean Personal Information Protection Act (PIPA), the California Consumer Privacy Act (CCPA), and other applicable privacy laws.

• 4.6 Tutor Rights: Tutor may request access, correction, or deletion of their personal data at any time.

5. Liability and Indemnification

• Tutor is liable only for damages caused by Tutor’s willful misconduct or gross negligence. Tutor agrees to indemnify and hold harmless NLI from any claims, damages, liabilities, or expenses arising from Tutor’s actions under this Agreement. NLI is not responsible for any losses resulting from Tutor’s equipment failure or connectivity issues.

6. Professional and Ethical Standards

• 6.1 Conduct: Tutor must uphold professional standards to ensure a safe, respectful, and engaging learning environment.

• 6.2 Cultural Sensitivity: Tutor acknowledges that Clients may reside in cultural contexts different from their own. Tutor shall avoid topics of high cultural friction, including but not limited to morality, sexuality, politics, and sensitive social issues. Engaging in these topics after a Client expresses discomfort, or initiating them unnecessarily, is grounds for termination.

• 6.3 Communication Boundaries: All communication must occur within the League of Legends Client or official NLI Discord channels. Tutor shall not share personal contact information (e.g., WhatsApp, personal Social Media, Phone Number) with Clients.

7. No-Show, Lateness, and Cancellation Policy

• 7.1 Tutor Lateness: A Tutor is considered "Late" if they fail to send a friend request or join the lobby within three (3) minutes of the payment confirmation notification.

• 7.2 Tutor No-Show: A Tutor is considered a "No-Show" if they are absent more than five (5) minutes after the payment confirmation. Repeated No-Shows will result in penalties, including reduction of the Active Immersion Rate or removal from the platform.

• 7.3 Client Delay (Standby): Due to payment processing delays, Tutor agrees to wait up to 15 minutes after claiming a session.

  • At 10 Minutes: Tutor must flag the delay to NLI staff.

  • At 15 Minutes: The Session is "Expired." Tutor is released from the obligation and will receive a Standby Fee (as defined in the Tutor Handbook).

• 7.4 Client Cancellation: If the Client cancels at least 24 hours before the scheduled time, no penalties apply to the Tutor.

8. Equipment and Internet Connection

• Tutor is responsible for maintaining a reliable high-speed internet connection (Wi-Fi or Ethernet with low ping/no packet loss) and adequate computer equipment, specifically including a headset to isolate audio channels.

9. Non-Compete and Non-Solicitation

• 9.1 Non-Compete: During the term of this Agreement and for six months thereafter, Tutor will not provide any competing online game-based English instruction services.

• 9.2 Non-Solicitation: Tutor agrees not to solicit NLI Clients for private instruction or off-platform engagement. Attempting to move a Client to a private arrangement is grounds for immediate termination and legal action.

10. Termination

• 10.1 Grounds: Material breach of contract, substandard service quality (including repeated failure to meet Technical/OBS audio standards), ethical violations (including cultural insensitivity or harassment), or repeated No-Shows.

• 10.2 Procedure: NLI may suspend new Session assignments during a review of alleged breaches. If terminated, NLI will provide written notice. Outstanding compensation will be paid in accordance with Section 2, minus any applicable forfeitures.

11. Dispute Resolution

• Parties will first attempt to resolve any disputes through good-faith negotiation. If negotiation fails, Tutor may choose to submit the dispute to either the Seoul International Arbitration Center (SIAC) or the American Arbitration Association (AAA) for binding arbitration.

12. Amendments and Notices

• NLI will provide at least 30 days’ advance email notice of any proposed amendments. If Tutor does not consent, Tutor may terminate the Agreement without penalty. Notices shall be sent to the email provided by Tutor in the application.

13. Governing Law and Jurisdiction

• This Agreement is governed by the laws of the State of Washington. Any legal action arising under this Agreement will be subject to the exclusive jurisdiction of the Superior Court of King County, Washington.