Your agreement to work for CollegePower as a Director means that you are agreeing to work as a Consultant ("Consultant") for Social Blockchain LLC ("Company") a Delaware corporation, and agree to all of the terms within this agreement ("Agreement") effective the date in which you start work. Each of Company and Consultant may be referred to in this Agreement individually as a "Party" and collectively as the "Parties."
NOW THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth in this Agreement, and for other good, valuable, and legal consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
. Company hereby appoints Consultant as its representative to devote best efforts in the promotion and marketing of the Company Product and Services in accordance with the terms and conditions of this Agreement.
2. Independent Contractor
. The relationship of the Parties under this Agreement is, and will at all times remain, one of independent contractors and not that of employer and employee, franchisor and franchisee or joint venturers. This Agreement does not establish Consultant as Company's representative or agent for any purposes other than to solicit Services. Consultant is not authorized to make contracts in Company's name or to transact any business in the name of Company, or to assume or create any obligation or responsibility binding on Company in any matter whatsoever. 3. Compensation
After initial training period, Consultant will attain the role of Director. Compensation for their services is projected to be $800 per day upon results achieved as described in Exhibit A.
While both parties reserve the right to terminate the agreement at any time as mentioned in section 8 below, Consultant acknowledges that the Company reserves the right to remove Consultant from the training program (termination) if Consultant fails to attend the daily (Monday through Friday) 9am or 2pm calls with their Director twice in a row without providing notice of their absence in advance to their Director. Further, should Consultant miss their mutually agreed upon performance goals twice in a row, the Company also reserves the right to remove Consultant from the training program (termination).
4. Consultant Duties
a. Consultant agrees to comply with all applicable requirements of federal, state and local laws, ordinances, administrative rules and regulations relating to Consultant's performance of the obligations under this Agreement.
b. Consultant will not use any employees of Company or materials referencing Company or Services that have not been approved by Company. Consultant will make no representations or warranties relating to the Services.
c. Consultant will be identified as an authorized agent of Company only with respect to the Services and will otherwise be identified as an independent business. Neither Party will make any express or implied agreements, guarantees, or representations or incur any debt in the name of or on behalf of the other Party.
d. Consultant will, at all times, maintain a professional appearance and will not perform any duties set forth in this Agreement, while intoxicated in any manner or under the influence of any illegal drug.
e. Consultant will not use deceptive, illegal, misleading or unethical practices and will not make any false or misleading representations with regard to the Services or Company.
f. All costs and expenses incurred by Consultant in performing the Services (including by way of example only, phone and travel) and other marketing and sales expenses will be borne by Consultant and will not be reimbursed by Company.
g. Consultant represents that no law or agreement with other parties that would prohibit Consultant from entering into this Agreement with Company.
5. Company Obligations
a. Company will compensate Consultant as described in Exhibit A attached hereto and incorporated herein by reference. This compensation may be amended by mutual agreement of the Parties.
b. Company will comply with all applicable requirements of federal, state, and local laws, ordinances, administrative rules, and regulations relating to Company's performance of its obligations under this Agreement.
c. Company may, but is not obligated to, provide and maintain personnel to adequately provide support with respect to its Product and Services.
a. Under this Agreement, "Confidential Information" refers to any and all information of Company that has been disclosed to Consultant, which is designated in writing as confidential, proprietary, or secret or under the context of its disclosure ought to reasonably be considered as confidential. Confidential Information includes, but is not limited to, all information concerning Company's existing business, business systems, business plans and information systems, trade secrets, pricing information, identities of third party contractors, software, hardware designs, algorithms, user interface designs, architecture, class libraries, objects and documentation, network designs, know-how and any related intellectual and intangible property rights throughout the world, and also including any derivatives, improvements, enhancements or extensions to software conceived, reduced to practice, or developed before, during or after the term of this Agreement by or for Company.
b. Consultant agrees to use all reasonable efforts to protect unauthorized use or distribution of Confidential Information and Consultant agrees to use at least the same degree of care to prevent disclosing to third parties the Confidential Information as Company uses to protect its own Confidential Information. Consultant further agrees not to disclose or permit any third-party access to the Confidential Information, except such disclosure or access will be permitted in order to perform the Services.
c. Company owns all right, title, and interest in and to all the Confidential Information. Except as explicitly stated in this Agreement, Consultant is granted no license or conveyance of the Confidential Information or any intellectual property or intangible rights therein. Title to the Confidential Information shall remain solely with Company.
d. Consultant acknowledges and agrees that he will not compile, use, sell or otherwise distribute any lists containing Client Data other than as expressly permitted in this Agreement. The foregoing restrictions on disclosure of Client Data will survive and continue in full force and effect indefinitely after the expiration or termination of this Agreement. Consultant agrees and represents to Company that administrative, physical and technical safeguards will be used to preserve the integrity, confidentiality, and availability of all Client Data that is collected, received, transmitted, stored, used, and disclosed by Consultant.
e. Consultant will immediately notify Company in writing of all circumstances surrounding any possession, use, or knowledge of Client Data by any person or entity other than those authorized by this Agreement. If Company should discover a security breach which impacts any Client Data or results in unauthorized third party disclosure or access to Client Data, Consultant agrees to immediately notify Company of such breach and provide reasonable assistance to and cooperate with Company in investigating the breach and Consultant agrees to provide the following information in writing to Company: (a) Identification of each Client who is the subject of the information that has been, or is reasonably believed by Consultant to have been accessed, acquired, or disclosed; (b) a brief description of the events; (c) date of the potential breach; (d) date of discovery; (e) type of information involved; and (f) any preliminary steps taken to mitigate the damage.
f. Upon termination of this Agreement, Consultant will cease all use of the Confidential Information and will immediately destroy all such Confidential Information in his or her possession. Consultant will certify destruction upon written request from Company. Confidential information shall be destroyed by shredding, erasing, or otherwise modifying the data to make it unreadable or undecipherable through any means.
g. Consultant agrees that any unauthorized use or disclosure of the Confidential Information in a manner inconsistent with the terms of this Agreement may cause Company irreparable damage for which remedies other than injunctive relief may be inadequate. Accordingly, if Consultant discloses or uses (or threatens to disclose or use) any Confidential Information in breach of the protections hereunder, then Company will have the right, in addition to any other remedies, to seek injunctive relief to enjoin such acts.
This Agreement will commence on the Effective Date and will continue in full force and effect until terminated by either Party.
Either Party may immediately terminate this Agreement for convenience upon notice to the other Party. Upon termination of this Agreement, Consultant will immediately: (a) discontinue any and all uses of Client Data; (b) destroy any and all Client Data and other Confidential Information; and (c) cease representation, in any manner, as a Consultant of Company.
In recognition of the support to be provided to Consultant, including access to Confidential Information, for the term of this Agreement and thereafter for a period of 3 years following termination or expiration of this Agreement, Consultant shall not contact or use Company's customers, consultants or personnel in any way except for the benefit of Company.
The Company and Consultant agree that, at all times during the Term following the Date of Termination, they shall use reasonable and good faith efforts to ensure that neither party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of employees. The parties further agree to do nothing that would damage the other's business reputation or good will and agree to compensate the other party if they breach this provision.
Consultant will, at all times, defend, indemnify and hold harmless Company, its officers, directors, successors and assigns (collectively, "Company Indemnified Parties") from and against, and pay and reimburse the Company Indemnified Parties for, any and all liabilities, obligations, losses, damages, out-of-pocket costs or expenses arising out of or relating to claims of third parties with respect to (a) any alleged act or omission of Consultant in the performance of the activities contemplated hereby or any failure by Consultant to abide by any of the obligations set forth herein; (b) Consultant's failure to comply with all applicable laws; and (c) Consultant's gross negligence or willful misconduct under this Agreement.
a. Assignment. Consultant will not assign any right or interest under this agreement or delegate any work or other obligation to be performed or owed by Consultant under this Agreement without Company's prior written consent. Company may assign this Agreement, in whole or in part, to any affiliate or successor. Any attempted assignment or delegation in contravention of these provisions will be void and ineffective.
b. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the Agreement will be valid and enforceable and the Parties will negotiate in good faith a substitute, valid and enforceable provision which most nearly puts into effect the intent of the Parties.
c. No Waiver. This Agreement may not be altered, modified, or amended in any way except in writing signed by both Parties. The failure of a Party to enforce any provision of the Agreement will not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other provision or right.
d. Entire Agreement. This Agreement and the attachments hereto represent and constitute the entire agreement between the Parties, and supersede and merge all prior negotiations, agreements, and understandings, oral or written, with respect to any and all matters between the Consultant and Company.
e. Class Action Waiver. Company and Consultant waive any right to assert any claims against the other party as a representative or member in any class or representative action. To the extent either party is permitted by law or court of law to proceed with a class or representative action against the other, the parties agree that: (i) the prevailing party shall not be entitled to recover attorneys' fees or costs associated with pursuing the class or representative action (not withstanding any other provision in this agreement); and (ii) the party who initiates or participates as a member of the class will not submit a claim or otherwise participate in any recovery secured through the class or representative action.
f. Arbitration. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of California.
g. Governing Law. The Parties hereby agree that this Agreement is governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. If any dispute arises concerning this Agreement, venue shall be laid exclusively in the state and federal courts of San Diego County, California which shall have exclusive jurisdiction over such dispute and the Parties consent to the personal jurisdiction of such courts.
h. Notices. All notices, demands or other communications required or permitted to be given under this Agreement by either Party to the other may be affected either by personal delivery in writing or by U.S. mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the other Party at the address appearing in the introductory paragraph of this Agreement, but each Party may change such address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of two (2) days after mailing.
i. Requirement. Unless otherwise agreed upon in writing by an authorized representative of the Company, after 5 consecutive workdays where Consultant doesn't complete a minimum of 1 successful Specialist, Leader or Director call, the Company will view Consultant as having abandoned their responsibilities per this agreement and therefore this agreement will be considered effectively terminated.
Within 30 calendar days of beginning work as a Director, Consultant must complete Guide Training and be a Guide in good standing within the platform. Failure to be a Guide in good standing may result in the termination of this agreement.
j. Platform terms and conditions. In addition to terms set forth in this agreement, Consultant acknowledges that, like any economy, the product is a complex economy with many moving parts; Consultant hereby agrees with the product terms and conditions, and has paid special attention to the earning, maturation, spending order, dormant account and power user terms, among the other terms: CollegePower.com/details
k. Update to terms. Consultant acknowledges that they will be working within an alpha testing stage project, meaning the project, terms and approach are likely to change often until they are solidified. Hence, the Company reserves the right to update the terms of this agreement frequently, at any time and at its own discretion, without prior notice to Consultant. Consultant agrees that they are responsible for staying up to date on the latest terms, which will be updated and accessible to Consultant here: Guide.CollegePower.com/Terms
and agrees to terminate the agreement if the updated terms are no longer acceptable to them. EXHIBIT A Compensation Schedule 1. Compensation
As a Consultant, you'll begin by completing training for the Director role, which is expected to last 3 days.
Consultant and Company agree that this program is exclusively meant for Directors; if it is not Consultant's intention to quickly complete training and become a productive Director, this program is not a good fit for them and will not generate income for them.
Consultant will be compensated in the following manner:
a) A Director bonus payment of $200 will be added to Consultant's CollegePower account balance when a qualified candidate they've interviewed as a Director, takes on the role of Director and has tipped their Support Manager $250 upon the commencement of their Director responsibilities. Director bonus payments are paid in accordance with the Company's standard payment practices described in section 2 below. In the event that a qualified candidate that they've interviewed as a Director, successfully takes on the role of Director and decides to not tip their Support Manager, or to tip them with their future earnings (as opposed to paying their $250 tip in advance) no Director bonus payment will be earned by Consultant.
b) Consultant understands that they require the help from a Support Manager for sourcing candidates, processing payments and more, and hence may choose to tip their Support Manager. Such tips are optional, however, a tip of $500/mo to Consultant's Support Manager is required for full (100%) Director bonus payments to be earned. For their first month, Consultant's tip amount is reduced by 50% (IE: $250).
c) Projected daily compensation of $800 for the Director position starts with an assumption that the Director has tipped their Support Manager in advance and achieves 16 candidate interviews per day, out of which 4 become Directors that pay their tip in advance.
Variations from these results, while acceptable, will naturally result in proportionately higher or lower final compensation.
To achieve the $800 in daily Director bonuses, Director must start 4 Directors per day: 4 x $200 (per candidate) = $800.
Note: If Consultant decides to tip their Support Manager with their future earnings (as opposed to paying their $250 tip in advance), their Director bonus payment will be $50 when qualified candidates they've interviewed, as a Director, become Directors that pay their tip in advance. If Director decides not to tip their Support Manager, their Director bonus payment will be $25 when qualified candidates they've interviewed, as a Director, become Directors that pay their tip in advance.
2. Method and frequency of payment to Consultant
For all bonus payments earned, Consultant will be paid within 24 hours from the moment the earning was achieved using the Company's cryptocurrency coins based on their current market value at the moment the payment to Consultant is made.
Director bonus payments will be sent to Consultant's CollegePower account, from where they can cash out their coins to the blockchain. All product earning, compensation, cryptocurrency, gas and blockchain fees and other terms apply and can be reviewed at http://www.CollegePower.com/details 3. Taxes
Consultant shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement and shall be responsible for all taxes. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Company on behalf of Consultant. Consultant understands that he/she is responsible to pay, according to law, Consultant's taxes and Consultant shall, when requested by the Company, properly document to the Company that any and all federal and state taxes have been paid.