Client Contract Terms and Conditions

Evolved Education

     Contract Terms

Last Updated: 4/22/2026

1. Definitions

“Agreement” means the Client Contract and these Contract Terms, together with any addenda, or amendments agreed to in writing by the parties.

“Client” means the parent, legal guardian, or other adult who executes the Client Contract and is financially responsible for payment of all Fees.

“Company” means Mary Miele Incorporated, a New York corporation, doing business as The Evolved Education Company, together with its officers, employees, independent contractors, tutors, consultants, and agents.

“Fees” means the amounts set forth in the Client Contract and any subsequent written communications confirming additional services and pricing.

“In writing” means in a written communication, including by email. For purposes of scheduling administration only, text messages may be used to request, approve, confirm, cancel, or reschedule sessions. Text messages may also be used for Client’s approval of additional Services and related Fees, but only when sent by Client. Text messages do not constitute formal notice under Section 13.7 (Notices).

“Services” means the tutoring, test preparation, assessment, school placement, college counseling, education consulting, and related services selected by Client on the Client Contract or subsequently agreed to in writing.

“Student” means the minor child or children identified on the Client Contract for whom the Services are provided.

2. Services

2.1 Scope of Services. Company will provide the Services set forth on the Client Contract, or as may be subsequently agreed to in writing by Client. Company reserves the right to assign or reassign tutors, consultants, or advisors in its sole discretion based on availability, expertise, and specific scope requirements, and Company’s staffing resources.

2.2 Advisory Nature; No Guarantee of Results. Client acknowledges that the Services are advisory and educational in nature. Company exercises independent professional judgment in providing recommendations regarding schools, testing strategies, and educational approaches. Client expressly acknowledges and agrees that Company makes no guarantee, warranty, or representation regarding: (a) admission or acceptance to any school, program, or institution; (b) achievement of any particular test score, grade, or academic result; (c) the availability of any particular tutor or advisor; or (d) any specific educational outcome. Client further expressly acknowledges that outcomes and a Student results or achievements depend on numerous factors beyond Company’s control, including Student effort, aptitude, school admissions decisions, and other variables.

2.3 Scheduling. Sessions will be scheduled by mutual agreement between Client (or Student, as appropriate) and the assigned tutor or advisor. Sessions are typically 60 minutes unless otherwise agreed or set forth in an Client Contract or applicable addenda. 

3. Fees and Payment

3.1 Fees. Client agrees to pay the Fees as set forth in the Scope of Services of the Client Contract, or as may be subsequently confirmed in writing by Company. Company reserves the right to adjust Fees upon thirty (30) days’ written notice to Client. Continued use of Services after such notice constitutes acceptance of the revised Fees.

3.2 Payment Method. At the time of Agreement execution, Client must provide Company’s designated third-party payment processor with a valid electronic payment method  (credit card, debit card, or ACH/bank account) and Client authorizes Company to charge the payment method on file for all Fees when due. Payments are processed through Company’s designated third-party payment platform. Client is responsible for maintaining a valid payment method on file at all times. Client acknowledges that Company does not store Client’s full credit card or bank account information; such payment information is processed (and, if applicable, stored) by Company’s third-party payment service provider in accordance with the provider’s terms and security standards.

3.3 Billing. Except for Tutoring Sessions that are not purchased as Prepaid Tutoring Services, all Fees for Services (including, without limitation, school placement advisory and consulting) are due and payable in advance prior to commencement of the applicable Services. Unless purchased as Prepaid Tutoring Services, tutoring sessions (“Tutoring Sessions”) are charged in arrears after completion of the applicable Tutoring Sessions. 

3.4 Processing Fees. Administrative processing fee of 3.3% is added to all transactions. 

3.5 Late Payment. Any amount not paid by Client when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client is responsible for all costs of collection, including reasonable attorneys’ fees, incurred by Company in collecting overdue amounts.

3.6 Disputed Charges. Client must notify Company in writing of any disputed charge within fifteen (15) days of the billing date. Failure to dispute a charge within this period constitutes acceptance of the charge.

4. Cancellation and Rescheduling Policy

4.1 Session Cancellations. If Client or Student cancels or fails to attend a scheduled session with less than twenty-four (24) hours’ notice, the full fee for that session will be charged to Client’s account. Company will make reasonable efforts to reschedule sessions canceled      with adequate notice. If there are repeated late cancellations or no-shows, Company may require that future cancellations, rescheduling requests, and/or session confirmations be made or confirmed by Client (and not the Student).

4.2 Company Cancellations. If Company cancels a scheduled session, Company will offer a rescheduled session at a mutually convenient time at no additional charge.

4.3 Packages and Prepaid Services. Unless otherwise stated on the Client Contract, prepaid service packages are valid for six (6) months from the date of purchase. All prepaid Services (including prepaid service packages and any prepaid tutoring services) are non-refundable and non-transferable, except that if Company terminates this Agreement in whole or in part or reduces the scope of prepaid Services, Company will refund the prepaid, unused portion of the affected prepaid Services, net of any Services already performed and any non-cancelable third-party costs incurred on Client’s behalf. Unused sessions in prepaid packages are non-refundable and non-transferable after the expiration date.

5. Term and Termination

5.1 Term. This Agreement is effective as of the date the Client Contract is executed (or electronically accepted) and remains in effect until all Services selected on the Client Contract have been completed, unless earlier terminated in accordance with this Section.

5.2 Termination by Client. Client may terminate this Agreement at any time by providing notice in accordance with Section 13.7 (Notices) to Company. Upon termination: (a) Client remains responsible for all Fees incurred for Services rendered through the effective date of termination; and (b) any non-refundable fees previously paid will not be refunded, except as expressly set forth in Section 4.3 with respect to certain prepaid Services impacted by Company termination or a Company reduction in scope.

5.3 Termination by Company. Company may terminate this Agreement: (a) upon fifteen (15) days’ written notice to Client for any reason or no reason; (b) immediately upon written notice if Client fails to pay any amount when due; (c) immediately upon written notice if Client or Student engages in conduct that is disruptive, abusive, or otherwise inconsistent with a productive working relationship; or (d) immediately if Company determines in its professional judgment that the Services are not a good fit for the Student’s needs.

5.4 Effect of Termination. Upon termination, Company will provide a final invoice for all outstanding Fees. Company is not obligated to continue any Services, transfer work product to another provider, or provide referrals following termination.

6. Consent and Authorization Regarding Student

6.1 Parental/Guardian Consent. Client represents and warrants that Client is the parent or legal guardian of the Student (or is otherwise legally authorized to act on the Student’s behalf) and has full authority to enroll the Student in the Services and to enter into this Agreement.

6.2 Authorization to Work with Student. Client authorizes Company and its tutors, consultants, and advisors to work directly with the Student, including in one-on-one sessions (in person or virtual), and to communicate with the Student regarding scheduling, assignments, and educational matters.

6.3 Communication with Third Parties. Where Client provides written authorization (including by email), Company may communicate with the Student’s school administrators, teachers, counselors, coaches, and other educational professionals as reasonably necessary to provide the Services. Company will not contact any third party on Client’s or Student’s behalf without Client’s prior written consent.

6.4 Student Records and Materials. Client authorizes Company to receive, review, and retain copies of the Student’s academic records, test scores, report cards, evaluations, writing samples, and other educational materials as necessary to provide the Services. Such materials will be handled in accordance with Section 7 (Confidentiality).

6.5 Recording of Sessions. 

(a) General Prohibition. Sessions may not be recorded (audio or video) by Client, Student, or any third party without the prior written consent of Company. Unauthorized recording of any session is a material breach of this Agreement.

(b) Company Recordings. Company may, from time to time, record sessions (audio, video, or both) for legitimate educational purposes, including but not limited to interview preparation practice, skills assessment review, and Student progress evaluation. Company will inform Client at the commencement of Services that sessions may be recorded for the educational purposes described herein. Client’s execution of this Agreement constitutes acknowledgment of and consent to such recording practices. Client hereby consents, on Client’s own behalf and on behalf of the Student, to Company’s recording of sessions as described in this Section.

(c) Use and Retention. Recordings made by Company will be used solely for the educational purposes described above and will be handled as Confidential Information in accordance with Section 7. Company may share recordings with Client and, where appropriate, with the Student for review and practice purposes. Company will retain recordings for no longer than twelve (12) months following the completion or termination of Services, after which recordings will be deleted unless Client requests deletion sooner.

(d) Opt-Out. Client may withdraw consent to future recordings at any time by providing written notice to Company. Withdrawal of consent will not affect the validity of any recordings made prior to such notice. 

7. Confidentiality and Privacy

7.1 Company Obligations. Company will maintain the confidentiality of all personal and educational information provided by Client and Student, including academic records, assessment results, application materials, and family information (“Confidential Information”). Company will not disclose Confidential Information to any third party except: (a) as authorized by Client in writing; (b) to Company’s employees, contractors, tutors, and advisors who require access to provide the Services; (c) as required by applicable law; or (d) in response to a valid court order or governmental request.

7.2 Data Storage. Client’s Confidential Information is stored on Company’s secure cloud-based platforms. Client may request copies of, or the deletion of, their Confidential Information at any time by providing written notice to Company.

7.3 Anonymized Data. Company may use anonymized, de-identified, and aggregated data derived from its provision of Services for its business purposes, including research, benchmarking, publication, marketing, service improvement, and development of educational materials, provided such data cannot reasonably be used to identify Client or Student.

7.4 Testimonials and References. Company will not use Client’s or Student’s name, likeness, or educational outcomes in any marketing, testimonial, or promotional material without Client’s prior written consent.

7.5 Privacy Compliance; Safeguards; Breach Notification. Company will comply with applicable privacy and data protection laws in its collection, use, storage, and disclosure of Client’s and Student’s personal information. Company will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client’s and Student’s personal information against unauthorized access, use, alteration, or disclosure, appropriate to the sensitivity of such information. In the event Company becomes aware of a confirmed unauthorized access to Client or Student personal information in Company’s possession or control, Company will notify Client without undue delay and in accordance with applicable law. 

8. Intellectual Property

8.1 Company Materials. All curricula, lesson plans, assessments, methodologies, proprietary tools, school evaluation frameworks, and other materials developed by or on behalf of Company (“Company Materials”) are and remain the exclusive property of Company. Client is granted a limited, non-exclusive, non-transferable license to use Company Materials solely in connection with the Student’s receipt of Services. Neither Client nor Student may reproduce, distribute,  modify, adapt, create derivative works from, reverse engineer, decompile, sell, license, sublicense, publish, display, or otherwise exploit Company Materials in whole or in part, or share Company Materials with any third party, in each case without Company’s prior written consent.

8.2 Student Work Product. All work product created by the Student (including essays, applications, and other student-authored materials) remains the property of the Student. Company retains no ownership interest in student-authored work product. Notwithstanding any term or provision of this Agreement to the contrary, Company may retain archival copies of Student Work Product solely for purposes of internal record keeping, business continuity, and compliance with applicable legal obligations, subject in all cases to the confidentiality provisions set forth in Section 7

8.3 Non-Solicitation of Company Personnel. During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, Client shall not, directly or indirectly, solicit, hire, engage, retain, or otherwise contract with any tutor, consultant, advisor, or other Company personnel introduced to Client or Student through the Services, for any services outside of this Agreement, without Company’s prior written consent. This restriction applies whether the engagement is as an employee, independent contractor, or in any other capacity, and whether the solicitation is initiated by Client or by the individual.

8.4 Liquidated Damages. Client acknowledges that a breach of Section 8.3 would cause Company substantial harm that is difficult to quantify, including but not limited to loss of a trained service provider, disruption to other client engagements, and recruitment and training costs for a replacement. Accordingly, Client agrees that in the event of a breach of Section 8.3, Client shall pay Company, as liquidated damages and not as a penalty, an amount equal to 25% of the total compensation paid or payable to such individual during the first twelve (12) months of the outside engagement, with a minimum of $10,000.00. The parties agree that this amount represents a reasonable estimate of Company’s probable damages and is not a penalty. Payment of liquidated damages shall not limit Company’s right to seek injunctive or other equitable relief to enforce Section 8.3.

9. Limitation of Liability

9.1 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 Consequential Damages. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF EDUCATIONAL OPPORTUNITY, SCHOOL ADMISSION DENIAL, EMOTIONAL DISTRESS, OR REPUTATIONAL HARM, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Exceptions. Nothing in this Section limits Company’s liability for: (a) gross negligence or willful misconduct; (b) personal injury or property damage caused by Company’s negligence; or (c) any liability that cannot be limited under applicable law.

10. Indemnification

Client agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, tutors, and contractors from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) any breach of this Agreement by Client; (b) any misrepresentation by Client, including regarding Client’s authority to act on the Student’s behalf; (c) Client’s failure to disclose material information regarding the Student’s educational, medical, or behavioral needs that is relevant to the provision of Services; or (d) any dispute between Client and any school, institution, or third party regarding admissions decisions or educational outcomes.

11. Dispute Resolution

11.1 Informal Resolution. The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation for a period of thirty (30) days following written notice of the dispute.

11.2 Mediation. If the dispute is not resolved through negotiation, either party may submit the dispute to mediation administered by JAMS or another mutually agreed mediation service in New York, New York. The costs of mediation will be shared equally by the parties.

11.3 Litigation. If mediation is unsuccessful, either party may pursue the dispute in the courts of the State of New York located in New York County, or in the United States District Court for the Southern District of New York. Each party irrevocably consents to the personal jurisdiction of such courts.

11.4 Attorneys’ Fees. In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party; provided that any award of attorneys’ fees and costs against Company shall be subject to the limitations set forth in Section 9.

12. Client Representations

Client represents and warrants that: (a) Client is at least 18 years of age; (b) Client is the parent, legal guardian, or authorized representative of the Student; (c) all information provided on the Client Contract and in connection with the Services is true, accurate, and complete; (d) Client will promptly disclose to Company any information regarding the Student’s educational, medical, behavioral, or learning needs that may be relevant to the provision of Services; and (e) Client has the legal authority to enter into this Agreement and to authorize the Services on the Student’s behalf.

13. General Provisions

13.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

13.2 Entire Agreement. This Agreement (including the Client Contract and these Contract Terms) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

13.3 Amendments. Company may amend these Contract Terms from time to time by posting updated terms at the URL referenced on the Client Contract and providing notice to Client by email. Any such amendments will apply only on a prospective basis to Services performed after the effective date of the updated terms, and will not retroactively change any fees already paid or earned or any sessions already scheduled, unless Client separately agrees in writing. Continued use of Services after the effective date following such notice constitutes acceptance of the amended terms. 

13.4 Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall continue in full force and effect.

13.5 Waiver. The failure of either party to enforce any right under this Agreement shall not constitute a waiver of such right.

13.6 Assignment. Client may not assign this Agreement without Company’s prior written consent. Company may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets.

13.7 Notices. All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or by recognized overnight courier to the addresses set forth on the Client Contract (for Client) or to Company’s principal office (for Company). Text messages are not valid for notices under this Section.

13.8 Force Majeure. Company shall not be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, pandemics, government orders, school closures, technology failures, or other force majeure events. In such event, Company will make commercially reasonable efforts to resume Services as promptly as practicable.

13.9 Relationship of Parties. Company is an independent contractor and nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between Company and Client. Company’s tutors and advisors are not agents or employees of Client.

13.11 Reliance on Contact Information. Company may rely on (a) instructions and scheduling communications from Client’s email address and/or mobile number provided on the Client Contract, and (b) scheduling communications from the Student’s email address and/or mobile number provided or authorized by Client. For clarity, only Client may approve additional Services or related Fees.

13.10 Survival. Sections 3 (Fees and Payment), 7 (Confidentiality), 8 (Intellectual Property), 9 (Limitation of Liability), 10 (Indemnification), 11 (Dispute Resolution), and this Section 13, as well as all terms and provisions which, by their nature are intended to survive,  shall survive termination or expiration of this Agreement.

Mary Miele Incorporated, d/b/a The Evolved Education Company

157 East 86th Street, Fl. 4, New York,  NY 10028

admin@evolveded.com