Advisor Addendum

Last Updated: April 1, 2025

Trailblazer Pathways, Inc.

Advisor Addendum

This Advisor Addendum (“Addendum”) is an addendum to the Trailblazer terms of service (the “Terms”) between you (together with the business entity you represent, if any, “you” or “your”) and Trailblazer Pathways, Inc. (“Trailblazer”, “we”, “us” or “our”), and sets forth additional terms and conditions that are applicable to your access and use of the Platform in your capacity as an Advisor. Capitalized terms that are not defined in this Addendum have the meaning set forth in the Terms. In the event of a conflict between this Addendum and the Terms, the terms of the Tutor Addendum will control to the extent of the conflict.

Trailblazer may modify this Addendum from time to time, and will notify you of material changes in advance of the effective date of those changes by email, by posting a notice on the Platform, or by other means. Your access to or use of the Platform after the effective date of such changes constitutes your acceptance of those changes. Do not access or use the Platform if you do not accept the changes.

From time to time, we may update or modify this Addendum in our discretion. If our changes reduce your rights or increase your responsibilities, we will use commercially reasonable efforts to provide you with notice within the Platform or by other means. The updated Addendum will become effective as of the “Last Updated” date indicated in the terms. Any use of the Services after the last updated date means you have accepted the updated Addendum. Your sole and exclusive remedy in the event you do not accept the updated Addendum is to terminate your account and cease use of the services. If you created an Account on the Platform before the date above, these Terms are effective thirty (30) days after the date above. For everyone else, these Terms are effective as of the date above. If you created an Account before the date posted above, this Addendum is effective thirty (30) days after the date posted above. For everyone else, this Addendum is effective as of the date posted above.

Independent Contractor. The Platform is made available to you to offer Advisory Services to Students as an “independent contractor” and not as an employee of Trailblazer. You will not be entitled to any benefits, coverages or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to employees of Trailblazer. You are not authorized to assume or create any obligation or responsibility, express or implied, on behalf or in the name of Trailblazer or to bind us in any manner. You are solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with the Terms and this Addendum and for maintaining adequate workers’ compensation insurance coverage, and we will not withhold any employment taxes from any payments made to you in connection with your use of the Platform. You are not permitted use Trailblazer’s trade names, trademarks, service names or service marks without our prior approval.
Advisory Services. As an independent contractor, you have the right to control and determine the time, place, methods, manner and means of performing Advisory Services. We are interested only in the results obtained. In performing the Advisory Services, the amount of time devoted by you will be entirely within your control, and the Trailblazer will rely on you to put in the amount of time necessary to fulfill your obligations. In addition, you, and not Trailblazer, are solely responsible for providing any equipment and supplies required to access the Platform and provide Advisory Services and for all expenses incurred by you in connection with or related to performing Advisory Services. You will at all times comply with any and all applicable laws, ordinances, statutes, executive orders, and regulations, federal, state, county and municipal, in connection with providing Advisory Services. Notwithstanding anything to the contrary, Advisory Services must meet our standards and approval and are subject to our general right of inspection and supervision to secure the satisfactory performance of Advisory Services.
Non-Exclusivity. You retain the right to contract with other companies or entities for your services, including services the same as or similar to Advisory Services, without restriction. Similarly, we retain the right to contract with other companies or individuals for Advisory Services, and make the same available via the Platform, without restriction.
Payment. Payment for Advisory Services is made on a weekly basis as long as the amounts owed to you are at least $20, unless you elect to receive payment on a different schedule. Payment will be made through a third-party payment processor selected by us, in our discretion, to the payment account associated with your Account. You are responsible for ensuring the accuracy and security of your payment account information, and for your ability to access that account and payments made to that account. Trailblazer will have no liability for, and will not re-issue, any payments directed by you to incorrect payment accounts.
Learner Information
1. In connection with providing Advisory Services, you may obtain or have access to personal information of the Learners with whom you interact (“Learner Information”). You agree that you will access, use, or process Learner Information solely to provide Advisory Services, and that you will not otherwise access, use or disclose Learner Information except as explicitly authorized by the applicable Learner or as required by applicable law. Without limiting your obligations as a “controller” under the GDPR, and a “business” under the CCPA (if applicable to you), you agree to secure and protect Learner Information as required under applicable law.
2. You will comply with the U.S. Children’s Online Privacy Protection Act (“COPPA”), 15 U.S.C. §§ 6501-6508, and the COPPA Rule, 16 CFR Part 312, when providing Advisory Services to: (i) Learners under the age of 13 in the United States, (b) Learners under the age of 16 in the European Union, and (c) Learners under the age of 14 in Spain or South Korea (collectively, “Minors”). In accordance with COPPA, the COPPA Rule, and this Addendum, you will not use any content or information obtained from Minors except solely to provide Advisory Services to them. You will not disclose any content or information of or about them to any third party, and you agree to delete or destroy any content or information of or about them upon our request.
Publicity. You agree that we have the right and permission to use in perpetuity, your name, likeness and image, including as contained in any Recording, and biographical information (collectively, “Likeness”) in any manner or media for the purpose of advertising and publicizing the Services and such other products and services as we may develop in the future, worldwide, and in perpetuity, in any and all forms of media, now known or hereafter devised without compensation, review or approval rights, notification or permission, except where prohibited by law. All media containing or featuring your Likeness are the sole and exclusive property of Trailblazer, including copyright interests, and you acknowledge you have no interest or ownership in any such media (or any portions thereof) or its copyright. You agree that your Likeness may be edited, copied, exhibited, published or distributed in our sole discretion and you waive any right to royalties or other compensation arising or related to the use of your Likeness or the rights granted under this Section 6.
Remedies. You acknowledge that any breach of the provisions of Section 5 of this Addendum or unauthorized use or disclosure of Confidential Information will result in serious and irreparable injury to the Trailblazer for which Trailblazer cannot be adequately compensated by monetary damages alone. You agree, therefore, that, in addition to any other remedy we may have, we will be entitled to enforce the specific performance of this Agreement by you and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bon.
Other Agreements; Warranty. You hereby represent and warrant to us that: (a) except as you have disclosed in writing to us, you are not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of your engagement with Trailblazer, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party; (b) your performance of all Advisory Services as an independent contractor of Trailblazer does not and will not breach any agreement with any third party to which you are a party (including, without limitation, any nondisclosure or non-competition agreement); (c) you will not disclose to us or induce us to use any confidential or proprietary information or material belonging to any current or previous employer or others; (d) you have the skills and experience necessary to perform the Advisory Services; (e) you will perform the Advisory Services in a professional, competent and timely manner; (f) that you have the power to agree to these Terms; and (g) your performance hereunder will not infringe upon or violate the rights of any third party or violate any federal, state or municipal laws.
Subcontracting. You are not permitted to subcontract or delegate to any other person any portion of the Advisory Services or your obligations hereunder.