24/7 Student Ambassador Agreement
This Student Ambassador Agreement (the "Agreement") is entered into as of [Date], by and between [Student Name] ("Ambassador" or "You") and 24/7 Education, DBA 24/7 Teach ("Company" or "We").
WHEREAS, the Company is engaged in providing various educational services, including College Counseling, Academic Performance Coaching, Teen Life Skill Seminars, Teen Career Skill Seminars, Online Summer Camps, and Adult Programs (collectively, the "Services");
WHEREAS, the Ambassador is interested in representing and promoting the Company and its Services as a student ambassador;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:
Appointment and Term:
The Company hereby appoints the Ambassador as a student ambassador for the Company's Services. The Ambassador accepts the appointment and agrees to perform the duties and responsibilities set forth herein. This Agreement shall commence on the date first written above and continue for a term of one (1) year, unless earlier terminated in accordance with Section 8 below.
Ambassador's Responsibilities:
As a student ambassador for the Company, the Ambassador agrees to:
(a) Act as a spokesperson for the Company and its Services, promoting the Company's brand, values, and mission in a positive and professional manner; (b) Represent the Company at events, conferences, and other gatherings, as agreed between the parties; (c) Share the Company's promotional materials, events, and news on social media platforms, in compliance with the Company's guidelines and policies; (d) Actively engage with students, parents, educators, and other stakeholders in promoting the Company's Services; (e) Assist the Company in identifying and contacting potential clients, partners, and affiliates; (f) Provide regular feedback to the Company on market trends, customer preferences, and areas for improvement; (g) Participate in training, meetings, and workshops provided by the Company; and (h) Comply with all applicable laws and regulations in performing the Ambassador's responsibilities under this Agreement.
Use of Ambassador's Image and Likeness
The Ambassador hereby grants the Company a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable license to use the Ambassador's name, image, likeness, voice, and biographical information (collectively, the "Ambassador's Likeness") in connection with the Company's marketing initiatives, promotional materials, advertising campaigns, social media, and other communications relating to the Company and its Services. The Company may edit, modify, reproduce, distribute, and display the Ambassador's Likeness in any format or media, whether now known or hereafter developed, without any further approval from the Ambassador or any payment of compensation to the Ambassador.
Compensation
In consideration of the Ambassador's performance of the duties and responsibilities set forth herein, the Company shall provide the Ambassador with a commission on any sales or referrals made by the Ambassador, as set forth in the Company's current affiliate compensation plan and a full scholarship to 24/7 Education’s Group College Counseling programs for rising seniors, a value of $4659.95. The Company reserves the right to modify the compensation plan at any time in its sole discretion, provided that any such modifications shall not adversely affect any commissions earned by the Ambassador prior to the effective date of the modification.
Intellectual Property
The Ambassador acknowledges and agrees that any and all intellectual property rights, including but not limited to copyrights, trademarks, and trade secrets, in any materials provided by the Company to the Ambassador pursuant to this Agreement, shall remain the exclusive property of the Company. The Ambassador shall not use, reproduce, distribute, or create derivative works based on any such materials without the prior written consent of the Company.
Confidentiality
The Ambassador agrees to maintain the confidentiality of any non-public information provided by the Company to the Ambassador pursuant to this Agreement, including but not limited to customer lists, pricing information, marketing strategies, and business plans. The Ambassador shall not disclose any such confidential information to any third party without the prior written consent of the Company.
Non-Compete
During the term of this Agreement, the Ambassador shall not, directly or indirectly, engage in any business activities that are in competition with the Company's Services, or promote or endorse any products or services that are in competition with the Company's Services, without the prior written consent of the Company.
Representations and Warranties
The Ambassador represents and warrants that they are not a party to any agreement, contract, or understanding, and are not subject to any restriction, that would in any way interfere with the performance of their duties and responsibilities under this Agreement or that would conflict with the Company's interests. The Ambassador further represents and warrants that they will not use any confidential information or trade secrets of any third party in the performance of their duties and responsibilities under this Agreement.
Termination
Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' prior written notice to the other party. In addition, the Company may terminate this Agreement immediately upon written notice to the Ambassador if the Ambassador breaches any of the terms and conditions of this Agreement.
Relationship of the Parties
The Ambassador is an independent contractor and not an employee, agent, partner, or joint venture partner of the Company. The Ambassador shall have no authority to bind or commit the Company to any agreement, contract, or obligation, or to incur any liability on behalf of the Company, without the prior written consent of the Company.
Indemnification
The Ambassador agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Ambassador's breach of any term, condition, representation, or warranty of this Agreement, or any act or omission by the Ambassador in the performance of their duties and responsibilities under this Agreement.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to its principles of conflicts of law. Any disputes arising out of or relating to this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties in connection with the subject matter hereof. This Agreement may not be amended, modified, or supplemented except by a written instrument executed by the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.