SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

_____________AMBERED COLLEGE COUNSELING___ (AMBERED, LLC)

(“THE COMPANY”)

AND

______________________________________________________

(“THE CLIENT”)

In this agreement, reference to “we” means the Company which is the provider of the services, and reference to “you” or “your” means the Company’s Client including but not limited to students and their parents/guardians. (collectively referred to as the “Parties” or individually as the “Party” and includes that party’s successors and assigns)

With this agreement, AmberEd College Counseling (AmberEd, LLC) becomes an advisor to your family. We will provide information, assessment, counseling, and proprietary tools to help you develop and implement a customized strategy regarding college planning, application, and enrollment, based on the services you select.

1. DEFINITIONS AND INTERPRETATIONS

• In this Agreement:

(a) “Agreement” means this agreement, its Schedules, Exhibits, and other documents (save as may otherwise be varied by this agreement);

(b) “Contract Sum” means the sum payable to the Company for the services rendered;

 (d) “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies;

(e) “Intellectual Property” means the copyright, know-how, the trade names, and any marks, trade device, service mark, symbol, code or specification, patents, designs, and other individual or intellectual property rights used in or associated with any of the Parties; and

• ACCEPTANCE

This agreement governs the Company-Client relationship, and by procuring the Company’s services, the Client agrees to have read and understood it and to be bound by it.

• COMMENCEMENT AND DURATION

This agreement shall come into force upon execution by both parties and shall remain in force until termination.

• CONTRACT SUM
• All services are prepaid unless other arrangements are made. We use Square to send bills and invoices to our clients by e-mails.
• All services are billed in U.S. dollars (USD). All financial transactions are completed with this agreement using a major credit card, debit card, or a personal check.

Services RequestedModule 1: Summer Program Applications   Module 2: Essays & Tests Prep Strategies Module 3: College Search

Cost$1,495$1,495$2,495 ______

Our comprehensive agreement includes Modules 1-3. The retail cost of these Modules is $5,485. If purchased together, the cost is $4,995.

• A plan of $60 annual subscription for Guided Path for self-sufficient students and a further $50 to access its enhanced features (the $50 won’t be added when the student renews the plan.
• The hourly plan is rate is $80 and 2-hr minimum.

Total Cost of Services

Payment Method & Terms___________________________________________________________

• DISCOUNTS

Any international student from mainland China, whose high school is a current (as of latest) institutional member in the IACAC (International Association for College Admission Counseling), will automatically receive a 10% off discount on top of the total cost of services.

• REFUNDS & CANCELLATIONS

This agreement may be canceled by either of us with written notice within one (1) business day of the date signed below for a full refund. After one (1) business day, a file audit will be conducted if you or we decide to cancel this agreement. An appropriate pro-rata refund (or summary of the file audit if no refund is justified) will be issued via Square to your original payment method within 30 days of the cancellation request.

• COMPANY OBLIGATIONS
• Alleviate stress by guiding you through the process each step of the way.
• Assist you with defining and prioritizing your objectives.
• Provide timely interactions, current information, and quality professional services.
• Be accessible to you throughout your agreement.
• Respond to your e-mails, audio/video calls, and text messages promptly.
• Ensure the privacy of your confidential information per our privacy policy.

• CLIENT OBLIGATIONS
• The Client’s obligations are provided in this agreement and the Student Pledge (exclusive for students).
• Clients should exercise goodwill in their relations with the Company.
• The obligations include to:
• Pay all sums due to the Company when they fall due, e.g., submission of admissions applications, financial aid applications, and standardized tests fees.
• Provide the Company with accurate information to enable service delivery;
• Keep the Company adequately and promptly informed of any changes that might affect service delivery;
• Be prepared for your meetings by completing assignments.
• Maintain the confidentiality of copyright documents you receive from us (i.e., do not share copyright information with anyone).
• Comply with your school’s policies and procedures with regard to data submission.
• Adhere to deadlines we specify. Except for illness and other events beyond your control, we expect you to complete things on time.
• Disclose learning disabilities, counseling, medical, legal, or other circumstances which may impact our ability to serve your family.

• DISCLAIMERS
• We do NOT guarantee admission to any summer program, college, or university;
• We do NOT guarantee funding from any source;
• We do not provide legal, tax, or investment advice; and
• The Client shall compensate the Company for damages caused by the Client, their representatives, employees, or agents.

1. INTERACTIONS
2. Interactions are scheduled according to when you begin the program. The interval between them is established at our discretion to allow you and us adequate time to complete assigned tasks.
3. Interactions typically require 60-75 minutes depending on the topic of discussion, in person or virtually. We prefer to have our interactions during normal business hours, but we recognize that this is not always possible. Therefore, we are available during evenings and weekends during peak times.

1. COMMUNICATION

• E-mail

E-mail support is provided throughout your scope of services. We usually respond to e-mail within 24-hour. Please make your e-mails brief, concise, and on point.

• Audio/Video Calls

Audio/video phone call support is provided for both virtual meetings and ad hoc communications. We request clients to schedule ahead of time for non-emergency ad hoc calls.

• Text Messages

Text message communication is supported. We understand its popularity and try to respond to messages within 4-hour during business hours and 10-12 hours during evenings and weekends. The actual response time could be shorter.

Please make your text messages brief, concise, and on point. Please consider e-mails and audio/video calls as the primary communication channels when substantive, two-way interactions are expected.

1. INDEPENDENT CONTRACTOR

The relationship between the Company and the Client is that of an independent contractor. Accordingly, the parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby.

1. INTELLECTUAL PROPERTY

Any ideas, concepts, discoveries, techniques, patents, copyrights, or trademarks belonging to the Company during the subsistence of this agreement are the exclusive property of the Company.

1. PROHIBITION ON TRANSFER

You cannot transfer or assign this agreement without the Company’s consent. However, the Company can transfer or assign this agreement or subcontract its obligations hereunder at any time without your consent. If the Company does so, anyone to whom the Company transfers, assigns or subcontracts any or all of its obligations will have all of the Company’s rights with respect to such obligations. The Company is not responsible, however, for any services performed by any third party.

1. DISPUTE RESOLUTION

If any dispute arises between the Parties related to this agreement, it shall be resolved by Negotiation. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the Court’s jurisdiction.

1. TERMINATION
2. The Company may terminate this agreement at any time upon breach of the contract by the Client, including but not limited to non-payment.
3. The Client may terminate this agreement upon giving the Company no less than one month’s written notice. If you wish to terminate the contract with less than one months’ notice, the Company reserves the right to charge costs that have already been paid in advance or incurred by the Company on your behalf.
4. The Company’s discharge of its obligations shall constitute termination of this agreement.
5. The termination of this agreement shall not discharge the liabilities accumulated by either party.
6. Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

1. CHANGES TO THE AGREEMENT

The Company may make changes to the agreement after giving the Client at least seven days’ written notice.

1. FORCE MAJEURE

The Company’s failure to fulfill its obligations due to Force Majeure or accidents shall not be considered a breach of this agreement.

1. CONFIDENTIALITY

The Client shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement or any additional information of any nature whatsoever concerning the Company, whether such information or matter is stated to be confidential or not, without the express written permission of the Company.

• NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  Failure by the Company to enforce any of the terms or conditions of this agreement shall not waiver its right to enforce this agreement.

• SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; the Company may amend that provision or remove it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.

• NOTICES

• All notices shall be in writing.

• Either party may provide changes to their addressees by reasonable notice to the other party.

• Parties shall be served through the following addresses (including e-mail).

THE COMPANY: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE CLIENT: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

• GOVERNING LAW

The construction, validity, and performance of this agreement shall be governed in all respects by the Connecticut State Laws.

IN WITNESS WHEREOF, each of the Parties or their duly authorized representative has executed this agreement, as of the day and year set forth below.

Signed by the duly authorized representative of the COMPANY Signature: Name: Designation: Date:…………………………………………….……………

Signed by CLIENT /their the duly authorized representative Signature: Name: Designation: Date:……………………………………………