Terms of Use

1. Overview

Thoven Corp. ("Thoven," "we," "us," or "our") provides a platform connecting parents, students, and teachers for music education. By using the Platform (the "Service"), you agree to these Terms of Use ("Terms"). If you do not agree, do not use Thoven.

Thoven is in beta testing; features and data may change without notice.

2. Eligibility, Account Creation, and Contractor Status

2.1 INDEPENDENT CONTRACTOR CLASSIFICATION

By creating a Thoven account, you acknowledge and agree that you are an INDEPENDENT CONTRACTOR, not an employee of Thoven. You are not entitled to any employment benefits, including but not limited to health insurance, retirement plans, paid time off, workers' compensation insurance, or unemployment insurance. You are solely responsible for all payroll taxes, self-employment taxes, and the filing of IRS Form 1099-NEC.

2.2 ELIGIBILITY REQUIREMENTS

To create and maintain a teacher account, you must:

• Be at least 18 years old
• Comply with all applicable laws and Thoven's policies
• Pass a background check as required by our platform
• Acknowledge your independent contractor status and agree to these Terms of Service

Parents and Guardians – Must create and manage accounts for children under 13 and verify identity via Persona or similar services.

Children Under 13 – Cannot create accounts independently. Parental consent is required before any data is collected.

Students 13–17 – May register with parental awareness; some actions require two-factor approval.

2.3 BACKGROUND CHECK

A background check is a CONDITION OF PLATFORM PARTICIPATION to protect student safety and comply with COPPA requirements. This background check does not constitute an employment evaluation and does not affect your contractor status or compensation rates.

3. Permitted Use

Use Thoven only for lawful, educational purposes. You may not:

• Harass or exploit others.
• Engage in off-platform communication with minors.
• Upload explicit or illegal content.
• Interfere with system security or scrape data.

Violations can lead to suspension or removal.

4. Data Collection and Privacy

We collect only necessary data:

• Parents: Name, email, ID verification, photo, payment details.
• Students: First name, age, instrument, progress metrics.
• Teachers: Name, email, photo, background data, availability, payment info.
• All Users: General location, usage logs.

Used solely to operate and improve the Service, process payments, and ensure safety.

Communications: By creating an account, you agree to receive email notifications related to your use of the Service, including lesson reminders, booking confirmations, schedule changes, and important account updates. You may manage your email notification preferences in your account Settings at any time.

Parents may request deletion by emailing thovie@thoven.co.

5. Third-Party Services and Integrations

No third party uses Thoven data for advertising, profiling, or AI training.

6. Payments and Fees

All payments flow through Stripe Connect. Teachers receive 94% of lesson payments; Thoven retains 3%; Stripe charges ≈3%. Thoven does not store card numbers. Refund requests must be submitted within 7 days to thovie@thoven.co.

7. Teacher Professional Conduct and Platform Participation Agreement

7.1 INDEPENDENT CONTRACTOR STATUS

Teachers on the Thoven platform are INDEPENDENT CONTRACTORS, not employees of Thoven. As an independent contractor, you:

• Maintain complete autonomy over lesson content, teaching methods, and pedagogical approaches
• Set your own hourly rates (subject to platform minimums/maximums, if any)
• Control your own schedule and availability
• Are responsible for all self-employment taxes, estimated quarterly tax payments, and IRS Form 1099-NEC reporting
• Receive no employee benefits: no health insurance, retirement plans, paid time off, workers' compensation, or unemployment insurance
• Are not subject to employment laws governing hours worked, overtime, meal breaks, or workplace safety regulations

7.2 PROFESSIONAL CONDUCT STANDARDS

As an independent contractor offering educational services on our platform, you AGREE TO CONDUCT YOURSELF PROFESSIONALLY in all interactions with students, parents, and Thoven staff. Professional conduct includes:

• Treating all students and families with respect and integrity
• Maintaining appropriate student-teacher boundaries
• Avoiding discriminatory, abusive, or harassing language
• Upholding academic integrity and honest representation of qualifications
• Being punctual and reliable in scheduled lessons

These are professional standards expected of any independent contractor providing educational services — not employment conditions imposed by an employer.

7.3 PLATFORM COMMUNICATION AND SAFETY RULES

To protect our platform's integrity and student safety, you AGREE TO THE FOLLOWING PLATFORM RULES for all interactions.

7.3.1 COMMUNICATION CHANNELS

All lesson coordination, scheduling, and parent or student communication relating to a Thoven-Facilitated Relationship (defined in Section 7.8 below) must occur through Thoven's platform messaging, scheduling, and booking systems. Specifically, you agree that:

• All communication about scheduling, lesson content, and billing for Thoven-Facilitated Relationships must use Thoven's platform messaging system
• You will not solicit, accept, or use personal contact information (email address, phone number, social media handle, or any other direct channel) from a Thoven-Facilitated parent or student to coordinate lessons outside the platform
• The fact that a parent or student initiates off-platform contact does not relieve you of the obligation to redirect that communication to Thoven's platform and to conduct all scheduling and payment through Thoven; the obligation runs to the nature of the relationship, not to who made first contact
• If you receive unsolicited off-platform contact from a Thoven-Facilitated parent or student, you must direct them back to Thoven's messaging system and may not use that contact to arrange lessons, accept payment, or schedule sessions outside the platform

7.3.2 MINOR SAFETY AND COPPA COMPLIANCE

As a teacher on a platform serving minors, you ACKNOWLEDGE YOUR ROLE IN PROTECTING STUDENT PRIVACY under the Children's Online Privacy Protection Act (COPPA). You agree to:

• Never collect, request, or solicit personal information from students beyond what Thoven's platform requires
• Report any safety concerns, misconduct, or suspicious behavior to Thoven immediately
• Comply with all applicable laws regarding interactions with minors

7.3.3 PROHIBITED CONDUCT

You agree not to:

• Engage in any illegal activity or activities that violate applicable laws
• Harass, threaten, discriminate against, or exploit any student, parent, or platform user
• Share, sell, or distribute student data or personal information
• Violate intellectual property rights or use copyrighted materials without permission
• Misrepresent qualifications, credentials, or teaching experience

7.4 PAYMENT, TAXES, AND CONTRACTOR STATUS

7.4.1 PAYMENT TERMS AND REVENUE SHARE

Thoven retains a percentage of lesson revenue, with the remainder paid to you as an independent contractor. Current standard revenue split:

• Teacher: 94%
• Thoven platform fee: 3%
• Payment processing: 3%

7.4.2 SELF-EMPLOYMENT TAX RESPONSIBILITY

You are solely responsible for:

• Paying self-employment taxes (Social Security and Medicare) at the current rate of 15.3%
• Making estimated quarterly tax payments to the IRS
• Filing your annual tax return and reporting income from Thoven on Schedule C
• Maintaining records of 1099-NEC forms issued by Thoven

Thoven will issue a Form 1099-NEC if you earn $600 or more in a calendar year. THOVEN DOES NOT WITHHOLD, DEDUCT, OR REMIT PAYROLL TAXES ON YOUR BEHALF.

7.5 BACKGROUND CHECK REQUIREMENTS

All teachers are required to pass a background check before offering lessons on the Thoven platform. The background check is a CONDITION OF PLATFORM PARTICIPATION, not an employment condition. Results do not affect your contractor status or rate determination.

7.6 PLATFORM SUSPENSION AND REMOVAL

Thoven reserves the right to suspend or permanently remove any teacher from the platform for violations of professional conduct standards, platform rules, or these Terms of Service. This is not employment termination — it is removal from the platform. Removal decisions are final and at Thoven's sole discretion.

7.7 LIMITATION OF LIABILITY AND INDEMNIFICATION

Teachers indemnify and hold harmless Thoven from any claims arising from:

• Your teaching methods, lesson content, or advice provided to students
• Your interactions with students or parents
• Your failure to comply with applicable laws
• Any injuries, damages, or losses resulting from your services

7.8 THOVEN-FACILITATED RELATIONSHIPS

7.8.1 DEFINITION

A "Thoven-Facilitated Relationship" means any connection between a teacher and a parent or student that originated through any Thoven feature or service, including but not limited to: a marketplace listing or profile view that resulted in a booking or inquiry; a Thoven-hosted intro call; a Get Matched pairing; a class enrollment initiated through the platform; or a teacher invite link generated through Thoven's system. A Thoven-Facilitated Relationship exists regardless of the sequence in which initial contact occurred and regardless of whether the parties had any prior independent relationship.

7.8.2 EXCLUSIVITY WINDOW

Once a Thoven-Facilitated Relationship exists, all music instruction, tutoring, or related educational services provided by the teacher to that parent or student — and all payments for those services — must flow through Thoven's platform for a period of twenty-four (24) months from the date of the most recent platform interaction between the parties (each completed lesson session, platform message, booking, or payment constituting a platform interaction that resets the 24-month window). This exclusivity obligation applies to the teacher as an independently agreed condition of platform access. It does not restrict the teacher from working with other clients or students unconnected to Thoven, and it is not an employment condition.

7.8.3 SCOPE OF PLATFORM OBLIGATIONS

During the exclusivity window applicable to a Thoven-Facilitated Relationship, the following activities must occur exclusively through Thoven's platform systems:

• Scheduling and rescheduling of lessons
• All financial transactions for lesson services, including deposits, recurring payments, and package purchases
• Formal lesson coordination and progress tracking
• Communication directly relating to lesson scheduling, billing, or enrollment changes

Incidental social communication unrelated to lesson services or scheduling (such as a congratulatory message about a recital) that does not involve scheduling or payment is not prohibited, provided that such communication is not used as a vehicle to arrange off-platform lessons or payments.

7.9 ANTI-CIRCUMVENTION — TEACHER OBLIGATIONS

7.9.1 PROHIBITED TEACHER CONDUCT

With respect to any Thoven-Facilitated Relationship, during the applicable exclusivity window you agree not to:

• Conduct music lessons, tutoring sessions, or any substantially similar educational service outside of Thoven's platform
• Accept any form of direct payment for those services, including cash, check, bank transfer, peer-to-peer payment applications (including but not limited to Venmo, Zelle, PayPal, Cash App, Apple Pay, Cashapp, or similar services), cryptocurrency, or barter
• Use any external calendar, scheduling application, or personal scheduling system (including but not limited to Google Calendar, Apple Calendar, Calendly, or text message scheduling) to arrange, confirm, or modify lesson times for Thoven-Facilitated clients
• Create a separate service agreement, retainer, or private contract with a Thoven-Facilitated parent or student covering services that would otherwise be conducted through the platform
• Solicit or encourage a Thoven-Facilitated parent or student to leave the platform, or suggest that direct arrangements would be more convenient or economical
• Refer a Thoven-Facilitated parent or student to a third-party scheduling or payment system as a substitute for Thoven's platform tools

7.9.2 RATIONALE AND ACKNOWLEDGMENT

You acknowledge that Thoven invests substantial resources in teacher verification, background checks, marketing, platform infrastructure, and trust-building with families to generate the client relationships you receive through the platform. The anti-circumvention obligations in this Section 7.9 are a material condition of your access to Thoven's platform, client referral network, and continued use of Thoven's services. These obligations are not employment conditions and do not restrict your right to teach students or clients who are wholly unconnected to Thoven.

7.10 ENFORCEMENT AND CONSEQUENCES

7.10.1 ESCALATION PROCESS

Upon credible evidence or reasonable suspicion of a violation of Section 7.8 or Section 7.9 (or, for parents, Section 7A), Thoven may, in its sole discretion, take the following escalating actions:

1. Formal Warning: Thoven will notify the account holder by email of the suspected violation and request a written response within five (5) business days. The account holder may provide a written explanation or evidence rebutting the suspected violation.
2. Suspension: If the violation is not credibly rebutted, or if the conduct continues after a warning, Thoven may suspend the account, which may include suspending access to the platform, pausing outgoing payouts, and placing active class enrollments on administrative hold pending resolution.
3. Permanent Removal: For confirmed, repeated, or egregious violations, Thoven may permanently terminate the account and bar re-registration. Permanent removal is not employment termination; it is the withdrawal of a platform access license.

Thoven reserves the right to skip the warning step and proceed directly to suspension or removal where the violation is clear, the risk of ongoing harm is substantial, or where a student safety concern is implicated.

7.10.2 PAYOUT HOLDS AND PAYMENT ACTIONS

During any active investigation of a suspected circumvention violation, Thoven expressly reserves the right to: (a) place a temporary hold on pending or scheduled payouts to the teacher's connected Stripe account; (b) pause the processing of new parent payments for that teacher's classes; and (c) place active class sessions in administrative hold status. Any payout hold will be limited to the amount reasonably calculated to cover potential platform fees lost to circumvention and will be released or applied within thirty (30) calendar days of the conclusion of the investigation. Thoven will notify the teacher promptly upon initiating a payout hold.

7.10.3 RECOVERY OF PLATFORM FEES

Where a confirmed circumvention violation resulted in lesson payments being made outside the platform, Thoven is entitled to recover its lost platform fees as liquidated damages. The parties agree that the actual damages from circumvention — including loss of platform fee revenue, impairment of the platform's value proposition to other users, and administrative costs of investigation — are difficult to quantify precisely. Accordingly, the liquidated damages amount shall be calculated as follows: the Thoven platform fee percentage (currently 3%) applied to the total estimated value of off-platform lessons conducted during the violation period, plus a flat administrative fee of $150 per confirmed incident. This liquidated damages provision is not a penalty; it is a reasonable pre-estimate of Thoven's actual losses. Thoven may deduct this amount from any pending or future payouts or pursue recovery through any lawful means.

7.10.4 CANCELLATION OF ACTIVE CLASSES

Thoven reserves the right to cancel active class enrollments associated with a suspended or removed teacher account. In such cases, Thoven will make commercially reasonable efforts to notify enrolled families and facilitate a transition to a substitute teacher or issue a prorated refund of unused lesson credits, at Thoven's discretion.

7.11 SUPREMACY OF THESE TERMS

These Terms of Use govern your access to and use of the Thoven platform. To the extent any separate contractor agreement, partnership agreement, revenue-share arrangement, letter of intent, or any other written or oral agreement between you and Thoven (or between you and any Thoven affiliate, partner, or related entity) purports to address platform participation rules, anti-circumvention obligations, enforcement rights, or payout hold procedures, these Terms of Use shall control and supersede that separate agreement. No separate agreement may limit, waive, or modify Thoven's rights under Sections 7.8, 7.9, 7.10, or this Section 7.11 unless it is a written amendment to these Terms of Use that is expressly labeled as such and signed by an authorized officer of Thoven Corp. The parties acknowledge that no partner relationship, promotional arrangement, or preferential revenue-share rate confers any immunity from these Terms or creates any exception to the anti-circumvention obligations stated herein.

7A. Parent and Family Obligations — Thoven-Facilitated Relationships

7A.1 PARENT PLATFORM OBLIGATIONS

By using Thoven to discover, evaluate, or connect with a teacher — whether through the marketplace, a Get Matched recommendation, an intro call, a class enrollment, or a teacher invite link — you agree that all music lessons, educational sessions, and related services provided by that teacher to your family are subject to the Thoven-Facilitated Relationship framework defined in Section 7.8. During the applicable exclusivity window, you agree to:

• Use Thoven's platform tools for all lesson scheduling, rebooking, and enrollment changes with Thoven-Facilitated teachers
• Make all payments for lesson services with Thoven-Facilitated teachers through Thoven's platform payment system (currently powered by Stripe)
• Refrain from offering, encouraging, or accepting a direct payment arrangement with a Thoven-Facilitated teacher, including cash, peer-to-peer transfers, or any other payment channel that bypasses Thoven's platform
• Refrain from arranging lesson sessions with a Thoven-Facilitated teacher outside of Thoven's scheduling system, even if the teacher initiates or requests such an arrangement

7A.2 REPORTING OBLIGATION

If a teacher you connected with through Thoven requests that you conduct lessons, make payments, or communicate outside the platform, you are encouraged (though not required) to report that request to Thoven at thovie@thoven.co. Thoven will treat such reports as confidential and will investigate promptly.

7A.3 CONSEQUENCES FOR PARENT VIOLATIONS

If a parent account is found to have knowingly participated in off-platform payment or scheduling arrangements with a Thoven-Facilitated teacher — and that conduct contributed to the circumvention of Thoven's platform — Thoven reserves the right to suspend or terminate the parent account, withhold any pending credits or refunds related to the violated relationship, and pursue recovery of platform fees lost to the circumvention to the same extent described in Section 7.10.3. Thoven will not penalize a parent who reasonably and in good faith followed a teacher's instruction to pay or schedule directly without understanding that doing so violated these Terms.

8. Code of Conduct (All Users)

Users agree to be respectful, lawful, and non-disruptive. Thoven may remove content or accounts that violate these standards.

9. Intellectual Property

All platform software, designs, and branding belong to Thoven Corp. Users retain ownership of lesson materials but grant Thoven a limited license to host them for service delivery.

10. Limitation of Liability

Thoven is provided "as is." We are not liable for offline interactions, technical issues, data loss, or lesson outcomes. Use the Platform at your own risk.

11. Dispute Resolution

All disputes are subject to binding arbitration under Delaware law. Venue: Florida, USA. You waive rights to class actions and jury trials.

12. Changes to These Terms

We may update these Terms from time to time. Material changes will be announced via email or in-app notification. Continued use constitutes acceptance.

13. Contact Us

14. Attestation and Acceptance

By creating an account, I confirm that all information provided is truthful and that I have read, understood, and agree to Thoven's Terms of Use.