182 3180 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

COMMISSIONERS: Joseph J. Simons, Chairman 

Noah Joshua Phillips 

Rohit Chopra 

Rebecca Kelly Slaughter 

Christine S. Wilson 

In the Matter of 

SHOP TUTORS, INC., a corporation, 

d/b/a LendEDU, 

DECISION AND ORDER NATHANIEL MATHERSON, individually and 

as an officer of Shop Tutors, Inc., 

DOCKET NO. C-4719 

MATTHEW LENHARD, individually and as an 

officer of Shop Tutors, Inc., 

and 

ALEXANDER COLEMAN, individually and as 

an officer of Shop Tutors, Inc. 

DECISION 

The Federal Trade Commission (“Commission”) initiated an investigation of certain acts and 

practices of the Respondents named in the caption. The Commission’s Bureau of Consumer 

Protection (“BCP”) prepared and furnished to Respondents a draft Complaint. BCP proposed to 

present the draft Complaint to the Commission for its consideration. If issued by the 

Commission, the draft Complaint would charge the Respondents with violations of the Federal 

Trade Commission Act. 

Respondents and BCP thereafter executed an Agreement Containing Consent Order 

(“Consent Agreement”). The Consent Agreement includes: 1) statements by Respondents that 

they neither admit nor deny any of the allegations in the Complaint, except as specifically stated 

in this Decision and Order, and that only for purposes of this action, they admit the facts 

necessary to establish jurisdiction; and 2) waivers and other provisions as required by the 

Commission’s Rules. 

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The Commission considered the matter and determined that it had reason to believe that 

Respondents have violated the Federal Trade Commission Act, and that a Complaint should 

issue stating its charges in that respect. The Commission accepted the executed Consent 

Agreement and placed it on the public record for a period of 30 days for the receipt and 

consideration of public comments. The Commission duly considered any comments received 

from interested persons pursuant to Section 2.34 of its Rules, 16 C.F.R. § 2.34. Now, in further 

conformity with the procedure prescribed in Rule 2.34, the Commission issues its Complaint, 

makes the following Findings, and issues the following Order: 

Findings 

1. The Respondents are: 

a. Respondent Shop Tutors, Inc., also doing business as LendEDU (“LendEDU”), a 

Delaware corporation with its principal office or place of business at 80 River Street, 

Suite #3C-2, Hoboken, NJ. 

b. Respondent Nathaniel Matherson, co-founder and Chief Executive Officer of 

LendEDU. Individually or in concert with others, he formulates, directs, or controls 

the policies, acts, or practices of LendEDU. His principal office or place of business 

is the same as that of LendEDU. 

c. Respondent Matthew Lenhard, co-founder and Chief Technology Officer of 

LendEDU. Individually or in concert with others, he formulates, directs, or controls 

the policies, acts, or practices of LendEDU. His principal office or place of business 

is the same as that of LendEDU. 

d. Respondent Alexander Coleman, Vice President of Product of LendEDU. 

Individually or in concert with others, he formulates, directs, or controls the policies, 

acts, or practices of LendEDU. His principal office or place of business is the same 

as that of LendEDU. 

2. The Commission has jurisdiction over the subject matter of this proceeding and over the 

Respondents, and the proceeding is in the public interest. 

ORDER 

Definitions 

For purposes of this Order, the following definitions apply: 

A. “Clearly and conspicuously” means that a required disclosure is difficult to miss (i.e., 

easily noticeable) and easily understandable by ordinary consumers, including in all of 

the following ways: 

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1. In any communication that is solely visual or solely audible, the disclosure must be 

made through the same means through which the communication is presented. In any 

communication made through both visual and audible means, such as a television 

advertisement, the disclosure must be presented simultaneously in both the visual and 

audible portions of the communication even if the representation requiring the 

disclosure (“triggering representation”) is made through only one means. 

2. A visual disclosure, by its size, contrast, location, the length of time it appears, and 

other characteristics, must stand out from any accompanying text or other visual 

elements so that it is easily noticed, read, and understood. 

3. An audible disclosure, including by telephone or streaming video, must be delivered 

in a volume, speed, and cadence sufficient for ordinary consumers to easily hear and 

understand it. 

4. In any communication using an interactive electronic medium, such as the Internet or 

software, the disclosure must be unavoidable. 

5. The disclosure must use diction and syntax understandable to ordinary consumers and 

must appear in each language in which the triggering representation appears. 

6. The disclosure must comply with these requirements in each medium through which 

it is received, including all electronic devices and face-to-face communications. 

7. The disclosure must not be contradicted or mitigated by, or inconsistent with, 

anything else in the communication. 

8. When the representation or sales practice targets a specific audience, such as children, 

the elderly, or the terminally ill, “ordinary consumers” includes reasonable members 

of that group. 

B. “Close proximity” means that the disclosure is very near the triggering representation. 

For example, a disclosure made through a hyperlink, pop-up, interstitial, or other similar 

technique is not in close proximity to the triggering representation. 

C. “Material connection” means any relationship that might materially affect the weight or

credibility of any representation or endorsement and that would not be reasonably 

expected by consumers. 

D. “Respondents” means all of the Corporate Respondents and the Individual Respondents, 

individually, collectively, or in any combination. 

1. “Corporate Respondent” means Shop Tutors, Inc., a corporation, doing business as 

LendEDU, and their successors and assigns. 

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2. “Individual Respondents” means Nathaniel Matherson, Matthew Lenhard, and 

Alexander Coleman. 

Provisions 

I. Prohibition Against Misrepresentations 

IT IS ORDERED that Respondents, and Respondents’ officers, agents, employees, and 

attorneys, and all other persons in active concert or participation with any of them, who receive 

actual notice of this Order, whether acting directly or indirectly, in connection with the 

advertising, promotion, offering for sale, or sale of any product or service, must not make, or 

assist others in making, any misrepresentation expressly or by implication: 

A. Regarding the objectivity or impartiality of any content, including any rate tables, 

rankings, or star ratings of any entity offering those products; 

B. Regarding the influence of compensation on any content, including any rate tables, 

rankings, or star ratings of any entity offering those products; 

C. Regarding any Material connection between any Respondent and any individual or entity 

offering or affiliated with a product or service; 

D. That any endorsement of a product, service, or entity is (i) a truthful endorsement, or 

(ii) by an actual or impartial user of the product, service, or entity; or 

E. Through the use of any endorsement of a product, service, or entity. 

II. Required Disclosures 

IT IS FURTHER ORDERED that Respondents, and Respondents’ officers, agents, 

employees, and attorneys, and all other persons in active concert or participation with any of 

them, who receive actual notice of this Order, whether acting directly or indirectly, in connection 

with the advertising, promotion, offering for sale, or sale of any product or service, must not 

make, or assist others in making, any representation expressly or by implication: 

A. That Respondents’ content is a source of information for products or services, (1) without 

disclosing, Clearly and conspicuously, and in Close proximity to the representation, the 

influence of any compensation on any such content or any other Material connection 

between any Respondent and any individual or entity affiliated with any such product or 

service, and (2) unless the representation is not otherwise misleading; or 

B. Regarding any consumer or other endorser or a product, service, or entity, (1) without 

disclosing, Clearly and conspicuously, and in Close proximity to the representation, any 

Material connection between such endorser and any Respondent or any other individual 

or entity offering or affiliated with the product or service, and (2) unless the 

representation is not otherwise misleading. 

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III. Monetary Relief 

IT IS FURTHER ORDERED that: 

A. Respondents must pay to the Commission $350,000, which Respondents stipulate their 

undersigned counsel hold in escrow for no purpose other than payment to the 

Commission. All Respondents are jointly and severally liable for the payment amount. 

B. Such payment must be made within 8 days of the effective date of this Order by 

electronic fund transfer in accordance with instructions provided by a representative of 

the Commission. 

IV. Additional Monetary Provisions 

IT IS FURTHER ORDERED that: 

A. Respondents relinquish dominion and all legal and equitable right, title, and interest in all 

assets transferred pursuant to this Order and may not seek the return of any assets. 

B. The facts alleged in the Complaint will be taken as true, without further proof, in any 

subsequent civil litigation by or on behalf of the Commission to enforce its rights to any 

payment pursuant to this Order, such as a nondischargeability complaint in any 

bankruptcy case. 

C. The facts alleged in the Complaint establish all elements necessary to sustain an action by 

or on behalf of the Commission pursuant to Section 523(a)(2)(A) of the Bankruptcy 

Code, 11 U.S.C. § 523(a)(2)(A), and this Order will have collateral estoppel effect for 

such purposes. 

D. All money paid to the Commission pursuant to this Order may be deposited into a fund 

administered by the Commission or its designee to be used for relief, including consumer 

redress and any attendant expenses for the administration of any redress fund. If a 

representative of the Commission decides that direct redress to consumers is wholly or 

partially impracticable or money remains after redress is completed, the Commission may 

apply any remaining money for such other relief (including consumer information 

remedies) as it determines to be reasonably related to Respondents’ practices alleged in 

the Complaint. Any money not used is to be deposited to the U.S. Treasury. 

Respondents have no right to challenge any activities pursuant to this Provision. 

V. Customer Information 

IT IS FURTHER ORDERED that Respondents must directly or indirectly provide 

sufficient customer information to enable the Commission to efficiently administer consumer 

redress. Respondents represent that they have provided this redress information to the 

Commission. If a representative of the Commission requests in writing any information related 

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to redress, Respondents must provide it, in the form prescribed by the Commission 

representative, within 14 days. 

VI. Acknowledgments of the Order 

IT IS FURTHER ORDERED that Respondents obtain acknowledgments of receipt of this 

Order: 

A. Each Respondent, within 10 days after the effective date of this Order, must submit to the 

Commission an acknowledgment of receipt of this Order sworn under penalty of perjury. 

B. For 3 years after the issuance date of this Order, each Individual Respondent, for any 

business that such Respondent, individually or collectively with any other Respondent, is 

the majority owner or controls directly or indirectly, and Corporate Respondent, must 

deliver a copy of this Order to: (1) all principals, officers, directors, and LLC managers 

and members; (2) all employees having managerial responsibilities for conduct related to 

the subject matter of the Order and all agents and representatives who participate in 

conduct related to the subject matter of the Order; and (3) any business entity resulting 

from any change in structure as set forth in the Provision titled Compliance Report and 

Notices. Delivery must occur within 10 days after the effective date of this Order for 

current personnel. For all others, delivery must occur before they assume their 

responsibilities. 

C. From each individual or entity to which a Respondent delivered a copy of this Order, that 

Respondent must obtain, within 30 days, a signed and dated acknowledgment of receipt 

of this Order. 

VII. Compliance Report and Notices 

IT IS FURTHER ORDERED that Respondents make timely submissions to the 

Commission: 

A. One year after the issuance date of this Order, each Respondent must submit a 

compliance report, sworn under penalty of perjury, in which: 

1. Each Respondent must: (a) identify the primary physical, postal, and email address 

and telephone number, as designated points of contact, which representatives of the 

Commission may use to communicate with Respondent; (b) identify all of that 

Respondent’s businesses by all of their names, telephone numbers, and physical, 

postal, email, and Internet addresses; (c) describe the activities of each business, 

including the products and services offered, the means of advertising, marketing, and 

sales, and the involvement of any other Respondent (which Individual Respondents 

must describe if they know or should know due to their own involvement); (d) 

describe in detail whether and how that Respondent is in compliance with each 

Provision of this Order; and (e) provide a copy of each Acknowledgment of the Order 

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obtained pursuant to this Order, unless previously submitted to the Commission. 

2. Additionally, each Individual Respondent must: (a) identify all telephone numbers 

and all physical, postal, email, and Internet addresses, including all residences; (b) 

identify all business activities, including any business for which such Respondent 

performs services, whether as an employee or otherwise, and any entity in which such 

Respondent has any ownership interest; and (c) describe in detail such Respondent’s

involvement in each such business activity, including title, role, responsibilities, 

participation, authority, control, and any ownership. 

B. For 10 years after the issuance date of this Order, each Respondent must submit a 

compliance notice, sworn under penalty of perjury, within 14 days of any change in the 

following: 

1. Each Respondent must submit notice of any change in: (a) any designated point of 

contact; or (b) the structure of any Corporate Respondent or any entity that 

Respondent has any ownership interest in or controls directly or indirectly that may 

affect compliance obligations arising under this Order, including: creation, merger, 

sale, or dissolution of the entity or any subsidiary, parent, or affiliate that engages in 

any acts or practices subject to this Order. 

2. Additionally, each Individual Respondent must submit notice of any change in: (a) 

name, including alias or fictitious name, or residence address; or (b) title or role in 

any business activity, including (i) any business for which such Respondent performs 

services whether as an employee or otherwise and (ii) any entity in which such 

Respondent has any ownership interest and over which Respondents have direct or 

indirect control. For each such business activity, also identify its name, physical 

address, and any Internet address. 

C. Each Respondent must submit notice of the filing of any bankruptcy petition, insolvency 

proceeding, or similar proceeding by or against such Respondent within 14 days of its 

filing. 

D. Any submission to the Commission required by this Order to be sworn under penalty of 

perjury must be true and accurate and comply with 28 U.S.C. § 1746, such as by 

concluding: “I declare under penalty of perjury under the laws of the United States of 

America that the foregoing is true and correct. Executed on: _____” and supplying the 

date, signatory’s full name, title (if applicable), and signature. 

E. Unless otherwise directed by a Commission representative in writing, all submissions to 

the Commission pursuant to this Order must be emailed to DEbrief@ftc.gov or sent by 

overnight courier (not the U.S. Postal Service) to: Associate Director for Enforcement, 

Bureau of Consumer Protection, Federal Trade Commission, 600 Pennsylvania Avenue 

NW, Washington, DC 20580. The subject line must begin: In re Shop Tutors, Inc. 

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VIII. Recordkeeping 

IT IS FURTHER ORDERED that Respondents must create certain records for 10 years 

after the issuance date of the Order, and retain each such record for 5 years. Specifically, 

Corporate Respondent and each Individual Respondent for any business that such Respondent, 

individually or collectively with any other Respondent, is a majority owner or controls directly 

or indirectly, must create and retain the following records: 

A. accounting records showing the revenues from all products or services sold; 

B. personnel records showing, for each person providing services, whether as an employee 

or otherwise, that person’s: name; addresses; telephone numbers; job title or position; 

dates of service; and (if applicable) the reason for termination; 

C. copies or records of all consumer complaints and refund requests, whether received 

directly or indirectly, such as through a third party, and any response; 

D. a copy of each unique website, application, form, advertisement or other marketing 

material making a representation subject to this Order; provided, however, that 

marketing material is not deemed unique under this subsection if the only change to the 

marketing material from its prior version is a change to a lender’s interest rate or loan 

term information; 

E. copies of any internal compliance policies, procedures, or reports concerning the subject 

matter of the Order; and 

F. all records necessary to demonstrate full compliance with each provision of this Order, 

including all submissions to the Commission. 

IX. Compliance Monitoring 

IT IS FURTHER ORDERED that, for the purpose of monitoring Respondents’ 

compliance with this Order: 

A. Within 10 days of receipt of a written request from a representative of the Commission, 

each Respondent must: submit additional compliance reports or other requested 

information, which must be sworn under penalty of perjury, and produce records for 

inspection and copying. 

B. For matters concerning this Order, representatives of the Commission are authorized to 

communicate directly with each Respondent. Respondents must permit representatives 

of the Commission to interview anyone affiliated with any Respondent who has agreed to 

such an interview. The interviewee may have counsel present. 

C. The Commission may use all other lawful means, including posing through its 

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representatives as consumers, suppliers, or other individuals or entities, to Respondents or 

any individual or entity affiliated with Respondents, without the necessity of 

identification or prior notice. Nothing in this Order limits the Commission’s lawful use 

of compulsory process, pursuant to Sections 9 and 20 of the FTC Act, 15 U.S.C. §§ 49, 

57b-1. 

D. Upon written request from a representative of the Commission, any consumer reporting 

agency must furnish consumer reports concerning Individual Respondents, pursuant to 

Section 604(a)(2) of the Fair Credit Reporting Act, 15 U.S.C. § 1681b(a)(2). 

X. Order Effective Dates 

IT IS FURTHER ORDERED that this Order is final and effective upon the date of its 

publication on the Commission’s website (ftc.gov) as a final order. This Order will terminate 20 

years from the date of its issuance (which date may be stated at the end of this Order, near the 

Commission’s seal), or 20 years from the most recent date that the United States or the

Commission files a complaint (with or without an accompanying settlement) in federal court 

alleging any violation of this Order, whichever comes later; provided, however, that the filing of 

such a complaint will not affect the duration of: 

A. Any Provision in this Order that terminates in less than 20 years; 

B. This Order’s application to any Respondent that is not named as a Defendant in such 

complaint; and 

C. This Order if such complaint is filed after the Order has terminated pursuant to this 

Provision. 

Provided, further, that if such complaint is dismissed or a federal court rules that the Respondent 

did not violate any provision of the Order, and the dismissal or ruling is either not appealed or 

upheld on appeal, then the Order will terminate according to this Provision as though the 

complaint had never been filed, except that the Order will not terminate between the date such 

complaint is filed and the later of the deadline for appealing such dismissal or ruling and the date 

such dismissal or ruling is upheld on appeal. 

By the Commission. 

April Tabor 

Acting Secretary 

SEAL: 

ISSUED: May 21, 2020 

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