Version 1.0 · Frozen text

Mitra Partner Agreement

This Partner Agreement ("Agreement") is entered into between Mitra AI (Korean business registration 332-06-03605), 6F Z183, 602 Yeongdong-daero, Gangnam-gu, Seoul, Republic of Korea, represented by Neal George Clary ("Mitra," "we," or "us") and the individual or organization signing below ("Partner," "you," or "your"). The term "Partner" is used throughout this Agreement to refer to your role in Mitra's referral program. It does not create a legal partnership, joint venture, or any other business association between us, as further described in Section 2.

1. What this Agreement is for

This Agreement sets out the terms under which you may refer families to Mitra and provide these families a discount code or earn a commission on their subscriptions. It also sets out what you can and cannot do as a Mitra Partner, and how either of us can end the relationship.

2. Independent contractor relationship

You are an independent contractor, not an employee, agent, legal partner, or joint venturer of Mitra. While this Agreement and Mitra's marketing materials refer to you as a "Partner," that term describes your role in our referral program only. It does not create a partnership in the legal sense, and nothing in this Agreement creates an employment, agency, or joint venture relationship.

This means:

You set your own hours, methods, and approach to your own work.
You use your own tools and equipment.
You are responsible for all taxes on commission income you receive from us, including federal and state income tax and self-employment tax. We will not withhold taxes from your commission payments.
You are not entitled to employee benefits, including health insurance, retirement contributions, paid time off, workers' compensation, or unemployment insurance.
You are responsible for any business licenses, professional licenses, certifications, or insurance required for your own profession or business activities.

3. What you can do as a Partner

As a Mitra Partner, you may:

Refer families to Mitra using your assigned partner code.
Describe Mitra accurately to families, using language consistent with Mitra's published website and materials.
Upload your own curriculum materials and resources to Mitra's bookshelf for use with your referred students, in accordance with our Partner Guidelines.
Use the Mitra Tutoring Advisor to support your own teaching practice.
Receive aggregate, non-identifying signal about how your materials are landing across your referred students.

4. What you cannot do as a Partner

You may not:

Make claims about Mitra that go beyond what is stated on Mitra's website and official materials, including but not limited to guarantees of outcomes, claims about specific learning improvements, or claims about regulatory or educational endorsements.
Collect payments from families on Mitra's behalf, or hold yourself out as authorized to do so.
Bind Mitra to any agreement, contract, or obligation with a family, school, or other party.
Use Mitra's name, logo, or marks except as permitted in our Partner Guidelines.
Upload to Mitra's bookshelf any materials you do not have the legal right to use, including copyrighted materials you do not own or license.
Share access to your Partner account with others, or transfer your Partner account.

5. Privacy and student information

You acknowledge and agree that:

Mitra does not provide you with individual session transcripts, conversations, or identifying details of student interactions. The privacy of students with Mitra is fundamental to how Mitra works.
Any information you receive about students through Mitra is aggregate and non-identifying, and is provided solely to help you understand how your materials are working in general.
You will not attempt to identify individual students from any information Mitra provides to you.
Information you provide to Mitra about students for your own purposes (for example, contextual notes about a student's needs) is your responsibility under any applicable privacy laws governing your own practice.

6. Commissions

Should you engage in the commissions partner referral program, for each family that subscribes to Mitra using your partner code, you will earn a commission of $5 USD per student per month, paid quarterly, for as long as the family maintains an active paid subscription.

Commissions are paid only on subscription revenue actually received by Mitra. If a family cancels, refunds, or fails payment, no commission is earned for that period. We will provide you with a monthly statement showing commissions earned, students associated, and payment details.

We may modify the commission rate for new referrals on 60 days' written notice. Any commission rate change applies only to new referrals; commissions on existing referred families remain at the rate in effect when they subscribed, for as long as their subscription continues uninterrupted.

Founding Partners. Partners who sign this Agreement on or before December 15, 2026 are designated "Founding Partners." For Founding Partners, the rate of $5 per student per month applies to all referrals made by them, both existing and future, for the duration of this Agreement, and is not subject to the 60-day rate-change clause above. This designation is permanent for as long as the Founding Partner remains an active partner under this Agreement.

7. Tax documentation

You agree to provide us with a completed and current IRS Form W-9 (for US persons) or Form W-8BEN / W-8BEN-E (for non-US persons) before we can pay you any commission. You agree to update this information promptly if it changes.

If you earn $600 or more in commissions in a calendar year and you are a US person, The Coaching Record LLC, Mitra's US service delivery partner, will issue you an IRS Form 1099-NEC by January 31 of the following year. Commission payments are processed through Stripe. You are responsible for reporting this income on your tax return and paying any applicable taxes.

8. Non-exclusive relationship

This is a non-exclusive relationship. You may work with, recommend, or partner with other tutoring tools, products, or services. We may work with other partners, including in your geographic area or serving similar families.

9. Confidentiality

In the course of this relationship, you may receive non-public information about Mitra's product, partner program, pricing, or operations. You agree not to disclose this information to third parties except as necessary to refer families or perform your obligations under this Agreement, or as required by law.

This obligation continues for two years after this Agreement ends.

10. Intellectual property

Mitra retains all rights to the Mitra name, logo, product, software, and content. You receive a limited, revocable license to use Mitra's name and marks solely for the purpose of referring families, in accordance with our Partner Guidelines.

Materials you upload to Mitra's bookshelf remain your property. By uploading them, you grant Mitra a license to use them for the purpose of working with your referred students. You represent that you have the legal right to upload any materials you upload, and that doing so does not infringe any third party's rights.

On termination of this Agreement, the license to use uploaded materials ends. Mitra will remove your uploaded materials from the bookshelf within 90 days of termination. If you submit a specific removal request to Admin@mitratutor.com, Mitra will remove the materials within 30 days of receiving the request. Students currently working with your materials will transition to Mitra's general curriculum or other available resources.

11. Term and termination

This Agreement begins when you sign it and continues until terminated by either party.

Either party may terminate this Agreement for any reason on 30 days' written notice.

Either party may terminate this Agreement immediately, with written notice, if the other party materially breaches this Agreement and fails to cure the breach within 14 days of receiving notice of it.

We may terminate or suspend this Agreement immediately if we reasonably believe you have engaged in conduct that misrepresents Mitra, harms families, or violates law.

After termination:

You will stop using Mitra's name, marks, and partner code.
You will receive commissions earned on referred families through the end of the month in which termination occurs. After that, no further commissions accrue, even if those families remain subscribed.
Sections 5, 9, 10, 12, 13, 14, and 15 of this Agreement survive termination.

12. Limitation of liability

Neither party will be liable to the other for indirect, incidental, consequential, special, or punitive damages, even if advised of the possibility of such damages.

Mitra's total liability under this Agreement is limited to the total commissions paid to you in the 12 months preceding the claim.

13. Indemnification

You agree to indemnify and hold harmless Mitra and its officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney's fees) arising out of:

Your breach of this Agreement.
Your misrepresentation of Mitra to any party.
Materials you upload to Mitra's bookshelf that infringe a third party's rights.
Any claim that your relationship with Mitra is anything other than that of an independent contractor.

Mitra agrees to indemnify and hold harmless Partner from claims arising from Mitra's product itself, except where the claim arises from Partner's misrepresentation, breach, or unauthorized conduct.

14. Governing law and disputes

This Agreement is governed by the laws of the Republic of Korea, without regard to conflict-of-laws principles.

Any dispute arising from this Agreement that cannot be resolved through good-faith discussion will be resolved by binding arbitration in Seoul, Republic of Korea, under the rules of the Korean Commercial Arbitration Board (KCAB). Proceedings may be conducted in English at the request of either party.

15. Miscellaneous

This Agreement is the entire agreement between us regarding the partnership and supersedes any prior agreements or understandings on the subject.
If any provision of this Agreement is held unenforceable, the remaining provisions remain in effect.
Either party may assign this Agreement only with the other party's written consent, except that Mitra may assign this Agreement in connection with a sale, merger, or reorganization of its business.
Notices under this Agreement must be in writing, sent to the email addresses each party has on file, and are effective when sent. As of the date of this Agreement, the email address for notices to Mitra is Admin@mitratutor.com.
This Agreement may be amended only in writing, signed by both parties, except that Mitra may modify its Partner Guidelines, the published commission rate (per Section 6), and operational policies on reasonable notice.

Version 1.0. This is the frozen text of v1.0; subsequent versions will be published as separate documents. Partners will sign and accept a specific numbered version, and the version they accepted will remain available at this URL pattern.