This Agreement is made between Vested Academics and any person (“Customer”) (each individually a “Party,” and together, the “Parties”) who checks the website box indicating acceptance of the terms of this Agreement.
BY CHECKING THE BOX, ON THE WEBSITE OF VESTED ACADEMICS, BESIDE THE LANGUAGE “I HAVE READ AND AGREE TO THE VESTED ACADEMICS CONSULTING AGREEMENT” AND BY CLICKING “COMPLETE ORDER,” I CONFIRM THAT I HAVE READ, AND AGREE TO BE BOUND BY THE TERMS OF, VESTED ACADEMICS’S CONSULTING AGREEMENT,” OR SUBSTANTIALLY SIMILAR LANGUAGE, CUSTOMER EXPRESSLY AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, AND CONFIRMS THAT SUCH PROCEDURE CONSTITUTES EXECUTION OF THIS AGREEMENT WITH THE SAME EFFECT AS A PHYSICAL SIGNATURE. IF A PERSON DOES NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, OR OTHERWISE CHOOSES NOT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, HE OR SHE SHOULD NOT CHECK THE AFOREMENTIONED BOX.
WHEREAS, the Customer desires to hire Vested Academics to provide services described in Section 1 of this Agreement; and
WHEREAS, the Parties desire to enter into an agreement establishing the terms and conditions upon which Vested Academics, acting as an independent contractor, will provide such services to Customer;
NOW, THEREFORE, the Parties hereby agree as follows:
1. Scope of Work. The Customer engages Vested Academics to furnish the services, further described on the website of Vested Academics, that are listed on any invoice that Vested Academics provides to Customer, and Vested Academics agrees to provide such services (the “Services”). The Parties may amend the agreed scope of work by written agreement.
2. Status of Customer; Minors. If Services under this Agreement are provided to a person that has not reached the age of 18 years, the Customer for purposes of this Agreement shall be the parent or legal guardian of that person. The identity of the recipient of Services under this Agreement, if different than the Customer, must be provided separately to Vested Academics in connection with the execution of this Agreement. Engagement of Vested Academics to provide services to additional individual(s) will require the execution of new consulting agreement(s). By executing this Agreement, the Customer represents that he or she is 18 years of age or older. To the extent that the recipient of Services under this Agreement has not reached the age of 18 years, that person shall not be permitted to purchase, book, cancel, reschedule, or otherwise independently transact with Vested Academics to alter, or obtain new, services. The Customer shall be responsible for any charges or other alterations made on his or her account by any recipient of
Services under this Agreement, including, at the sole discretion of Vested Academics, an additional charge of 3% per credit card transaction (whether purchase, or refund) in the case of duplicative transactions (such as in the case of a minor mistakenly ordering the same service multiple times), to offset processing fees incurred by Vested Academics for such duplicative transactions. The Customer shall at all times be responsible for ensuring that the recipient of Services attends any scheduled appointment with Vested Academics, and that any necessary equipment or accommodations for receiving such Services are provided and available.
3. Consulting Fees. The Customer agrees to pay Vested Academics in accordance with the price and payment terms set forth on any invoice provided by Vested Academics to Customer in connection with the Services. If the Customer fails to timely pay any invoice, Vested Academics may suspend work and/or withhold work product until the invoice is paid; unpaid balances shall accrue interest at the rate of 1.5% per month after 30 days from the invoice date. Vested Academics shall be entitled to all costs of collection and/or enforcement of this Agreement, including reasonable attorney’s fees. Vested Academics reserves the right to change its rates for services at any time, and without notice.
4. Deliverables. If the Services include any research product or other written materials, Vested Academics may provide an estimated delivery date. Vested Academics may modify any such estimated delivery date for any reason. With respect to any portion of the Services provided by scheduled appointment (whether in-person, or remotely-provided), Vested Academics shall not be obligated to provide any additional services following the conclusion of that scheduled appointment (including, but not limited to, e-mail or telephone conferences concerning the subject matter of the appointment) unless otherwise expressly agreed by the Parties in writing.
5. Cancellation/Rescheduling Policy. Scheduled appointments that have been scheduled and prepaid may be rescheduled up to 24 hours before the start time of the originally- scheduled appointment. Any scheduled appointment with Vested Academics that the Customer cancels fewer than 24 hours before the start of such appointment, will be charged at full value to the Customer. Vested Academics may reschedule or cancel a scheduled appointment at any time.
6. Responsibilities of Parent or Legal Guardian of Minor. To the extent that the Services include in-person tutoring or coaching, or other in-person services provided to a person that has not reached the age of 18 years, it shall be the responsibility of the parent or legal guardian of that person to ensure he or she arrives at the designated facility at the designated time for any scheduled appointment, and that he or she is promptly picked up at the conclusion of the scheduled appointment. If this provision applies, the parent or legal guardian, as Customer, hereby acknowledges that no supervision will be provided before or after the period of time scheduled for a given appointment for in-person services.
7. Testimonials. The Customer hereby authorizes Vested Academics to copy, exhibit, publish, distribute or otherwise use and disclose any testimonial statement of Customer or of any child receiving services from Vested Academics of whom Customer is the parent or legal guardian, for purposes of publicizing Vested Academics’s services and products, marketing, and any other lawful purpose. These testimonial statements may be used in any distribution media, including but not limited to print, television, radio, internet, and in-person presentations. Vested Academics will notify Customer prior to disclosing any testimonial statement of Customer or of a child of whom the Customer is the parent of legal guardian, and will provide at that time the option to make such testimonial anonymous.
8. No Recording By Customer. The Customer, and any other recipient of Services under this Agreement, agrees not to record, download, or transmit (by digital or other means) any audio, visual, or other media material, relating to or derived from services provided under this Agreement, and agrees not to allow third parties to participate in such services or otherwise record, download, or transmit media relating to or derived from such services. This prohibition on transmission shall apply to internet links to individualized content or Vested Academics’s online scheduling system.
9. Communications Consent. The Customer and any other recipient of services under this Agreement, acknowledges, understands, and agrees that Vested Academics may communicate directly with the recipient of services under this Agreement via electronic mail, messaging applications or other similar electronic communications media.
10. Client Portal. Vested Academics may provide access to a “Client Portal” on the internet, to its Customers and recipients of Services under this Agreement. Any material contained on this Client Portal, including, but not limited to, videos and audio files, documents, or data of any kind (“Client Portal Material”) is provided exclusively for the convenience of Customers and recipients of Services under this Agreement, and shall not be construed as part of the Services for which the Customer has contracted under this Agreement. Accordingly, Vested Academics makes no representations about the accuracy of the Client Portal Material, including calendars of scheduled appointments, and disclaims all warranties, either express or implied, with respect to the Client Portal. Customer understands and agrees that Vested Academics may discontinue the Client Portal at any time, without notice, and that neither Customer nor any recipient of Services under this Agreement has any right, title, or interest in Client Portal Material. Customer agrees not to share login credentials to the Client Portal with any person that is not a recipient of Services under this Agreement.
12. Independent Contractor. Vested Academics is an independent contractor, and is not the agent or employee of the Customer. The Parties are independent entities whose relationship is governed by this Agreement.
13. No Warranty or Third Party Beneficiaries. Vested Academics makes no warranty that if its recommendations or assignments are followed, any particular result (including, but not limited to, scholarship or grant funding, college admissions, or improvement in test scores or academic performance) will occur. Vested Academics disclaims any and all warranties, express or implied, and does not guarantee any results. No provision in this Agreement is intended or shall create any rights with respect to the subject matter of this Agreement in any third party.
14. Indemnity. The Customer shall indemnify and hold harmless Vested Academics and its affiliates, officers, directors, volunteers, and employees from any and all damages and/or claims arising out of Vested Academics’s work on behalf of Customer, including costs of defense, provided, however, that the Customer shall have no obligation to indemnify or hold Vested Academics harmless for any damages or claims that arise in whole or in part from the Vested Academics’s own negligence or intentional acts.
15. Liability, Breach and Remedies. Vested Academics shall not be liable to the Customer for any consequential or incidental damages, and to the extent permitted by law, any liability of Vested Academics to Customer regarding the subject matter of the Services or this Agreement shall be limited to sums paid by Customer to Vested Academics pursuant to this Agreement. In no event will Vested Academics be liable with respect to any claims arising out of or related to the Services or this Agreement for any damages related to access to, use of or inability to access or use the Services or any portion thereof, including without limitation, interruption of service due to poor internet connection, device malfunction, or any other reason, or cessation or modification of any aspect of the Services. By way of example and not limitation, Vested Academics shall not be required to refund to Customers sums paid for Services that cannot be completed due to disruptions in internet service.
16. Termination. This Agreement is effective as of the date of its execution by the Customer, and shall continue in effect until cancelled by either Party upon written notice to the other Party. The Customer may terminate this Agreement without cause at any time upon written notice to Vested Academics, whereupon Customer shall immediately be liable to Vested Academics for any unpaid invoices.
17. Miscellaneous. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof. All prior negotiations are merged into this Agreement. This Agreement shall be governed by the laws of Massachusetts. The obligations and benefits of this Agreement shall be binding upon and inure to the benefit of the Parties and their successors. Each Party warrants that it is duly authorized to enter into and perform its obligations under this Agreement. All references to Vested Academics in this Agreement shall include its employees, contractors, agents, and successors in interest.