These terms and conditions (“Agreement”) are entered into by and between Project Jaguar LLC (“Company”), and the individual or entity (“Client”) who has engaged Company to provide tutoring services (“Services”) as set forth in the accompanying order form (“Order Form”) or as otherwise agreed upon in writing by the parties.

Services

Company agrees to provide the Services to Client pursuant to the terms of this Agreement. Services may be provided in-person or online, as indicated on the Order Form or as otherwise agreed upon in writing by the parties.

Fees and Payment

Client agrees to pay Company for the Services as set forth in the Order Form or as otherwise agreed upon in writing by the parties. Payment is due upon receipt of invoice. Late payments may result in a late fee of up to 10% of the outstanding balance or the maximum amount allowed by law, whichever is less. If payment is not received within 30 days of the invoice date, Company may suspend or terminate the Services.

Cancellation and Refunds

If Client wishes to cancel or reschedule a tutoring session, Client must provide at least 24 hours’ notice. Cancellations or rescheduling with less than 24 hours’ notice may result in forfeiture of the session fee. If Client wishes to cancel or terminate the Services, Client must provide written notice to Company. Refunds of prepaid fees may be available on a prorated basis, depending on the Services already provided.

Intellectual Property

Client acknowledges that all content and materials provided by Company in connection with the Services, including but not limited to lesson plans, handouts, and other materials, are the exclusive property of Company or its licensors. Client agrees not to reproduce, distribute, or create derivative works based on such content and materials without the express written consent of Company.

Confidentiality

Company and Client agree to maintain the confidentiality of all information and materials disclosed in connection with the Services, including but not limited to any personally identifiable information regarding the Client or its students. This obligation of confidentiality shall survive the termination of this Agreement.

Limitation of Liability

Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to this Agreement or the Services, even if Company has been advised of the possibility of such damages. In no event shall Company’s liability exceed the amount paid by Client for the Services.

Indemnification

Client agrees to indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, actions, suits, proceedings, damages, costs, expenses, and liabilities, including but not limited to attorneys’ fees, arising out of or in connection with Client’s breach of this Agreement or the use of the Services.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of [state or country], without giving effect to any choice of law or conflict of law provisions. Any legal action arising out of or relating to this Agreement or the Services shall be filed and maintained exclusively in the state or federal courts located in Antigua & Barbuda, and the parties hereby consent to the jurisdiction of such courts.

9. Entire Agreement

This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, with respect to the subject matter hereof.