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This Tour Services Contractor Agreement (the “Agreement”) is entered into on the date indicated below by (“Contractor” or “You”) and Collegii, LLC, a Massachusetts limited liability company with a principal place of business located at 100 Powder Mill Road, Suite 212, Acton, Massachusetts 01720 (“the Company” or “Collegii”).

By checking the box at the end of this agreement and clicking confirm, you are entering into an agreement with Collegii to perform certain campus tour services in accordance with the terms and conditions below.

1. YOUR RIGHTS AND OBLIGATIONS

• This document contains very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that apply to the tour services you provide. Please read it carefully.
• These terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.
• By accepting an order for campus tour services (the “Services”) from this website, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions.

2. Eligibility to Provide Services

You may not accept an order to provide services from this website if you (a) do not agree to these terms, (b) are not the older of (i) at least 18 years of age or (ii) legal age to form a binding contract with Collegii, or (c) are prohibited from accessing or using this website or any of this website’s contents, goods, or services by applicable law.

3. Effective Date and Term

This Agreement shall be effective as of the date You check the box at the end of this Agreement and click “Confirm” (the “Effective Date”).  The term of this Agreement shall commence on the Effective Date and shall continue until You provide and complete the Services in an Order that you accept.  Either party may terminate this Agreement at any time for any reason or no reason at all upon delivery of written notice to the other party.  Such termination must be in writing.  Upon termination of this Agreement, Contractor shall be entitled only to payments for Services completed prior to the termination of this Agreement.

4. Capacity

Contractor shall serve as an independent contractor for the Company and shall not hold any other position or office with the Company.

5. Services

Contractor agrees to provide campus tour services at a designated college, university or other educational institution (the “School”) pursuant to an Order requesting such services for a prospective student and his or her family and invitees (the “Services”).  Contractor agrees that the Services will be undertaken in a manner designed to reflect favorably upon the Company and the School and to be of the highest quality.  The scope of Services and related requirements of the Contractor shall be set forth in writing below:

• Provide on-campus tour, discussing campus life, athletics, education, extracurricular activities,  and other matters pertaining to a college experience
• Arrive on-time to designated meeting points for schedule tours
• Dress in an appropriate manner
• Tours must be conducted in public areas. Tours within private areas, such as dorm rooms, are prohibited
• Minors (under 18 years old ) must be accompanied by a parent/adult
• Guides are prohibited from communicating with prospective students outside of the tour.

6. Compensation

As total compensation for the Services performed pursuant to any Order, the Company shall pay Contractor in accordance with payment schedule that may be updated periodically, which can be found at collegii.com/guidecompensation. Payment will be paid within seven (7) days of completion of the Services for such Order.  The Company shall not be required to pay or incur any cost, charge or expense not specifically stated in this Agreement.

7. Taxes and Benefits

Because Contractor shall be treated in all respects as an independent contractor and not an employee, no deductions or withholdings applicable to payments to employees shall be made from payments to Contractor pursuant to this Agreement.  The Company shall report income to Contractor on IRS Form 1099-Misc. Contractor is not an employee of the Company and shall not be treated as an employee of the Company for any purpose including, without limitation, for purposes of the Company’s employee benefit plans.  Contractor shall not be entitled to participate in any plan, arrangement, or distribution by the Company pertaining to any bonus, welfare benefit, vacation, insurance, or any other benefits for the Company employees.  It is agreed that it is the obligation of Contractor to report as self-employment income all compensation received by Contractor pursuant to this Agreement.  Contractor shall indemnify the Company and hold it harmless to the extent of any obligation imposed by law upon the Company to pay any federal, state, or local withholding taxes, social security, medical, dental, workers’ compensation, disability insurance, or similar items in connection with any payment made to Contractor by the Company pursuant to this Agreement on account of Contractor or Contractor’s agents, if any.

8. Assignment

Contractor may not assign or delegate Contractor’s responsibilities, rights, duties or obligations under this Agreement.  All Services performed under this Agreement shall be performed by Contractor, except as otherwise authorized in writing by the Company’s duly authorized agent.  Should Contractor desire to hire an assistant to assist in performing Services, Contractor must obtain prior, written approval of the Company.

9. Warranty

Contractor agrees that the Services will be performed in a professional and complete manner in accordance with the highest industry standards and consistent with this Agreement.  Contractor states that Contractor is qualified to provide the Services.  Contractor agrees to conduct him or herself with the utmost professionalism and not take any action that may result in a negative view of the School, or the Company or its employees, directors, officers or clients.  Nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of Services by Contractor in accordance with Contractor’s independent and professional judgment. Collegii may seek, compile and share reviews of services performed and has the right to share relevant tour data with educational institutions and other third parties.

10. Relationship of Parties

It is agreed that Contractor is an independent contractor.  Contractor is responsible for determining the manner and means by which the Services are accomplished, subject to the express condition that Contractor shall at all times meet the needs of the Company for the Services and comply with applicable law.  Contractor agrees that Contractor will be available to meet, either remotely or in person, with management of the Company, pursuant to their request, at reasonable and mutually agreeable locations and times.  It is expressly understood that Contractor is not an employee or agent of the Company and has no authority to bind the Company by contract or otherwise.  Contractor shall provide all tools and equipment necessary for Contractor to provide the Services, if any.

11. Work for Other Entities.

It is understood and agreed that Contractor may perform services for other clients or third parties during the term of this Agreement.  However, Contractor agrees that she may not use the Company’s name on any website or other written communication without the express written consent of the Company.

12. Indemnity

Unless due solely to the negligence of the Company and to the maximum extent allowed pursuant to applicable law, Contractor shall defend, indemnify and hold harmless the Company and its affiliates and their officers, directors, members, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from (a) bodily injury, death of any person, or damage to real or tangible personal property resulting from Contractor’s negligent acts or omissions; (b) Contractor’s breach of any representation, warranty, or obligation under this Agreement; or (c) Contractor’s negligent acts or omissions in connection with Services performed pursuant to this Agreement.

13. Limitation of Liability

• In no event shall the company be liable to you or any third party for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits, opportunities or revenues, or diminution in value, arising out of, or relating to, and/or in connection with any breach of these terms, regardless of (a) whether such damages were foreseeable, (b) whether or not we were advised of the possibility of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.
• Our sole and entire maximum liability, for any reason, and your sole and exclusive remedy for any cause whatsoever, shall be limited to the actual amount paid by you for the services you have ordered through our site.
• The limitation of liability set forth in Section 14(b) shall: (i) only apply to the extent permitted by law and (ii) not apply to (a) liability resulting from our willful misconduct.

14. Compliance with Other Agreements

Contractor represents and warrants to the Company that her execution of this Agreement and her performance of the obligations hereunder will not, regardless of the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute default under, any agreement to which Contractor is a party or by which the Contractor is or may be bound.

15. Nondisclosure of Confidential Information

Contractor acknowledges that, in the course of performing Services for the Company as an independent contractor, Contractor will have access to certain confidential, proprietary and/or personal information (the “Confidential Information”).  Contractor also acknowledges that the Company has taken reasonable precautions to maintain the confidentiality of its Confidential Information.  Contractor agrees that the Confidential Information is a highly valuable asset and a legitimate business interest of the Company.  Contractor therefore agrees that he or she will not, except in the normal and proper course of her performance of the Services herein, directly or indirectly, disclose or use any Confidential Information without our prior written approval from the Company.  Contractor also agrees to refrain from use or disclosure of the Confidential Information at any time after this Agreement is terminated, for any reason or purpose whatsoever.

1. Definition. For the purposes of this Agreement, the term “Confidential Information” means all originals and copies of all material, data, documents, and information in any format (including without limitation all hardcopy, softcopy, electronic, web, and computer-based information, documents, data files, records, videos, pictures and recordings) which constitutes confidential and/or trade secret information as further defined in this Agreement and/or by law.  Confidential Information shall refer to all confidential and proprietary information and documents of the Company, and examples of Confidential Information include, but are not limited to, the following:
   • Client Information – identity, contact information, or other proprietary or financial information of Company’s clients.
   • Marketing Information – how the Company markets its services, including internal marketing materials, sales strategies, plans and activities.
   • Company Procedures and Forms – the Company’s internal policies, procedures and forms, including handbooks, practices, training and brochures.
   • Personnel Information – the Company’s employees and contractors, including their identity, contact information, abilities, specific job duties, performance, discipline, termination, medical information and personnel data/files.
   • Organizational Operations – the structure and operation of the Company’s business operations, including the Company’s strategic plans, contracts, vendor relationships, prospective ventures and any litigation or proceedings involving the Company, and the strengths and weaknesses of the Company’s systems, equipment and processes.
   • Financial Information – financial performance data and reports, flash reports, credit and debt arrangements, banking information and information about any financial matters pertaining to the Company.
   • Technical, Computer Information – any computer hardware, software, systems, reports, technology and/or equipment the Company uses in its business, their features and capabilities, how the Company uses them, user identification and password information.
2. Non-Confidential Information. Confidential Information does not include material, data, documents, and/or other information that the Company has voluntarily placed in the public domain through no fault of Contractor; that has been lawfully and independently developed and publicly disclosed by third parties; that constitutes general knowledge and skills gained by Contractor during the period of this Agreement; or that otherwise enters the public domain through lawful means.
3. Required Disclosure.  If Contractor is required by legal or regulatory authority to disclose any Confidential Information, Contractor agrees to notify the Company sufficiently in advance in order to permit the Company to take steps to prevent such disclosure, and, prior to any disclosure, consult with and assist the Company in obtaining a protective order or other appropriate remedy.  In any event, Contractor will disclose only that portion of the Confidential Information that is required to be disclosed and will use his or her best efforts to ensure that confidential treatment is accorded to any Confidential Information so disclosed.
4. Return of Confidential Information. Contractor agrees that, upon request during the term of this Agreement, and when this Agreement is terminated, for any reason, Contractor will immediately return any Confidential Information, including any copies of Confidential Information, that Contractor may have in his or her possession.  Contractor agrees that he or she will neither keep, disclose nor use any Confidential Information, or copies of Confidential Information, whether for his or her own purposes or on behalf of any other person or entity, at any time, except as required in the normal and proper course of Contractor’s performance of Services for the Company.

16. Governing Law and Consent to Jurisdiction

This Agreement shall be governed by and construed in accordance with the substantive law of the Commonwealth of Massachusetts.

17. Dispute Resolution and Binding Arbitration.

• You and company are agreeing to give up any rights to litigate claims in a court or before a jury, or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court may also be unavailable or may be limited in arbitration.
• Any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether pre-existing, present, or future, and including statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) between you and us arising from or relating in any way to your purchase of services through the site, will be resolved exclusively and finally by binding arbitration.
• The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this 18. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
• The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
• You agree to an arbitration on an individual basis. In any dispute, neither you nor the company will be entitled to join or consolidate claims by or against other customers in court or arbitration or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
• If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

18. Entire Agreement/Amendment

This Agreement constitutes the entire agreement between the parties and may not be modified except by subsequent written agreement executed by Contractor and the Company’s duly authorized agent.

19. Waiver

No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party.  The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

20. Severability

Should any tribunal, administrative agency, or court of competent jurisdiction find any part, term, or provision of this Agreement to be  illegal, invalid, or unenforceable, such part, term, or provision shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law.  Should any tribunal, administrative agency, or court of competent jurisdiction find any part, term, or provision of this Agreement to be illegal, invalid, or unenforceable even after all attempts at reformation or construction have been exhausted as provided in the prior sentence, the validity of the remaining parts, terms, or provisions shall not be affected thereby, and the illegal, invalid, or unenforceable part, term, or provision shall be deemed not to be part of this Agreement.