This is a legal and binding agreement ("Agreement") between you ("Independent Educational Consultant", herein referred to as, "Independent Advisor") and EdHyve, a subsidiary of Vine Insights, LLC ("EdHyve"). The parties expressly agree to enter into this Agreement by electronic means within the meaning of the Uniform Electronic Transactions Act ("UETA") and the Illinois Electronic Commerce Security Act.
Independent Advisor acknowledges that EdHyve operates an Internet-based marketplace allowing individuals seeking the services of an independent educational consultant or an educational advisor (each, an "Advisee" and collectively, "Advisees") to identify and retain the services of individuals who provide advising and educational consulting services (each, an "Advisor" and collectively, "Advisors"). By entering into this Agreement, Independent Advisor seeks permission to access EdHyve's marketplace for the express purpose of promoting his/her/their independent business, subject to the terms and conditions set forth in this Agreement. Independent Advisor may not advertise or offer to sell any goods or services for any commercial purpose on the Site that are not directly related to the provision of educational consulting and advising services on an independent basis.
Independent Advisor acknowledges that EdHyve provides nothing more than an Internet-based marketplace for prospective Advisees to identify and retain the services of prospective Advisors. Independent Advisor further acknowledges that EdHyve is not directly or indirectly engaging Independent Advisor to render any services whatsoever to EdHyve, and that any engagement of Independent Advisor's services through the EdHyve website ("Site") is undertaken exclusively by the Advisee who has selected Independent Advisor through the Site to provide educational consulting and advising services ("Advisor's Advisee"). Neither this Agreement, the Terms of Use, nor use of the Site creates an independent contractor, employee/employer, partnership, joint venture, or franchisor-franchisee relationship between Independent Advisor and EdHyve. It is the parties' express intention that Independent Advisor will operate an independent business providing advising services to Advisees.
For avoidance of doubt, Independent Advisor is not, and shall at no time be deemed under this Agreement or otherwise to be, an independent contractor or employee of EdHyve for any purpose whatsoever, including, without limitation, the application of the Fair Labor Standards Act, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state or local income tax law, any state workers' compensation laws, any state unemployment insurance law, and any other applicable federal, state, or local law.
Independent Advisor and EdHyve acknowledge that this Agreement is nonexclusive. For avoidance of doubt, during the term of this Agreement, Independent Advisor shall at all times be free to engage in any other work or business, whether or not related to educational consulting and advising, and whether or not such other work is full-time, part-time, piecemeal, or pursuant to any other scheduling arrangement. Nothing herein precludes Independent Advisor from advertising or providing Independent Advisor's services to the general public.
Independent Advisor shall set its own hours and schedule its own engagement with Advisees. Independent Advisor shall exclusively determine its own consultation rate and fee for services. Independent Advisor shall abide by EdHyve's Cancellation Policy in the event an Advisee cancels or does not show for a scheduled consultation.
Independent Advisor expressly agrees to pay a fee for the use of the Site ("Platform Fee") and authorizes EdHyve to deduct the Platform Fee directly from the payments collected from Advisees by EdHyve on Independent Advisor's behalf. The Platform Fee shall be determined pursuant to EdHyve's Advisor Payment Policies. Independent Advisor agrees that under no circumstances will Independent Advisor attempt to seek or receive compensation for services provided hereunder directly from Advisees. Independent Advisor shall have the option to purchase additional services from EdHyve, including but not limited to on-platform ads, priorities listings, identity and credential verifications, and agrees to pay the fees associated with such additional services.
Independent Advisor agrees to abide by EdHyve's Advisor Payment Policies and agrees not to attempt to subvert or otherwise avoid the same, or to divert funds ordinarily payable to Independent Advisor through EdHyve. Prior to commencing educational consulting and advising sessions, providing services to any Advisee, or meeting with any Advisee for any purpose, Independent Advisor must verify with EdHyve that the prospective Advisee has submitted appropriate billing information to EdHyve. EdHyve is not responsible for payments for sessions given or services rendered before a prospective Advisee has appropriate billing information on file. Upon completion of each educational consulting and advising services, Independent Advisor shall (utilizing the Site) confirm the completion and report the length of the session, if applicable, in order to enable EdHyve to initiate collection of Independent Advisor's fees. If requested by an Advisee, Independent Advisor shall also include a summary of services performed, solely for Advisee's use.
Independent Advisor acknowledges that EdHyve will not reimburse Independent Advisor for any expenses incurred by Independent Advisor related to Independent Advisor's rendering of services hereunder, including, without limitation, expenses associated with preparing for and administering sessions, educational and other materials, and transportation.
Independent Advisor acknowledges that EdHyve will not provide any supplies, materials or equipment required by Independent Advisor to complete any services rendered to any Advisee pursuant to this Agreement.
Independent Advisor is responsible for all federal, state, and/or local taxes due as a result of the services provided hereunder by Independent Advisor. EdHyve shall not withhold (or allocate in any other manner) any amount of Independent Advisor's fees toward any federal, nor state, or local income tax, or toward payroll tax of any kind.
Independent Advisor acknowledges that Independent Advisor is engaged in an independent business, and as such, is not (and shall at no time become) eligible to participate in any pension, health, or other fringe benefits plan of EdHyve.
No Workers' Compensation Insurance shall be obtained by EdHyve for or on behalf of Independent Advisor. Independent Advisor understands that it is Independent Advisor's responsibility to comply with any applicable Workers' Compensation Law. Independent Advisor further understands it is Independent Advisor's responsibility to obtain any other insurance coverage applicable to the services Independent Advisor provides hereunder.
Independent Advisor acknowledges that, during the performance of services, Independent Advisor will have access to information relating to Advisee's identity, address, contact information, educational information, and other personal information or requests for services ("Confidential Information"). Independent Advisor agrees that Independent Advisor owes a duty to Advisor's Advisees, during the term of this Agreement and thereafter, to hold all such Confidential Information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the services provided hereunder.
Independent Advisor acknowledges that a copy of all documents created by or received from Independent Advisor in connection with the services performed hereunder ("Advisor Documents") may be retained by EdHyve and used solely for administrative and/or record-keeping purposes.
Independent Advisor agrees to indemnify and hold harmless EdHyve, its subsidiaries, affiliates, other independent contractors and their respective directors, officers, employees and agents, from and against any and all claims, losses, expenses, costs, liabilities and damages (including any legal fee and expenses), any and all injuries, whether direct, consequential or incidental in nature, which result from, are connected with or arise out of the performance by Independent Advisor of work performed pursuant to this Agreement, including any act by Independent Advisor inconsistent with Independent Advisor's obligations and duties under this Agreement.
Independent Advisor understands that EdHyve offers an Internet-based marketplace for prospective Advisees to connect with prospective Advisors. Accordingly, EdHyve makes no representations to Independent Advisor about the suitability, character or background of any EdHyve user (including, without limitation, Advisees or their parents/guardians), nor does EdHyve perform any type of background check on users (including, without limitation, Advisees or their parents/guardians). It is Independent Advisor's sole duty to exercise Independent Advisor's own judgment, protocols and/or standards when considering whether to engage in educational consulting and advising services with a prospective Advisee. Independent Advisor understands and agrees that it is Independent Advisor's responsibility to conduct any and all background and reference checks regarding prospective Advisees and other Site users.
EdHyve does not claim ownership or licensure of content that Independent Advisor provides on the Site including, but not limited to, articles, lessons, worksheets, tutorials, guides, files, testimonials, reviews, video submissions, and blog entries ("Site Content"). Unless otherwise stated herein, any Site Content that Independent Advisor provides in connection with the Site shall be deemed to be provided on a non-confidential basis. EdHyve shall be free to use or disseminate such Site Content on an unrestricted basis for any purpose, and Independent Advisor grants EdHyve an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish any Site Content (including in digital form). Independent Advisor represents and warrants that Independent Advisor has proper authorization for the worldwide transfer and processing (among EdHyve, its affiliates, and third-party providers) of any information that Independent Advisor may provide on the Site.
Independent Advisor may not assign or transfer this Agreement without the express prior written consent of EdHyve.
Independent Advisor agrees not to use the Site to engage in academic dishonesty (e.g., completing application forms, completing academic assignments, writing papers and essays, taking tests on someone's behalf, or work completion in violation of conduct policies of a school, university, academic institution or workplace) or other misconduct involving an Advisee. Independent Advisor agrees not to plagiarize or otherwise use without authorization other people's work in relation to services provided hereunder. Independent Advisor agrees not to guarantee admission, acceptance, otherwise placement to any college, university, K-12 school, academic institution, provide a promise, or purposefully mislead the Advisee to believe in such outcome. Independent Advisor agrees to refrain from any activity that would be considered admission fraud.
Independent Advisor may deactivate their account at any time. EdHyve may deactivate an Independent Advisor's account for the following reasons:
In the event EdHyve terminates Independent Advisor's platform use, EdHyve will provide an email notification of deactivation.
This Agreement may only be amended or modified by a writing which makes express reference to this Agreement as the subject of such amendment and which is signed by Independent Advisor and, on behalf of EdHyve, by its duly authorized officer. The parties agree that any amendment or modification hereunder may be transacted by electronic means within the meaning of the UETA and Illinois Electronic Commerce Security Act provided that any such amendments or modifications otherwise comply with the requirements in this paragraph.
If any term, provision, covenant or condition of this Agreement or part thereof, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant, or condition shall remain in full force and effect, and any such invalid, unenforceable or void term, provision, covenant or condition shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same and the remainder of this Agreement valid, enforceable and lawful.
The EdHyve Terms of Use are hereby incorporated into this Agreement.
This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Illinois, without regard to conflict of law rules.
Any dispute between the parties related to this Agreement shall be resolved by binding arbitration in accordance with the Arbitration provision in the EdHyve Terms of Use.
This Agreement contains the entire agreement and understanding between the parties hereto in respect to the subject matter hereof and supersedes, cancels and annuls any prior or contemporaneous written or oral agreements, understandings, commitments, and practices between them respecting the subject matter hereof, including all prior agreements, if any, between EdHyve and Independent Advisor, which agreement(s) hereby are terminated and shall be of no further force or effect.
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