TERMS OF SERVICE To be an authorized participant in the I DRIVE SAFELY Online Driver Education and Improvement Fundraiser Program, you agree to abide by the terms and conditions contained in this agreement. AGREEMENT A. The Company is engaged in the business of operating online driving safety courses under the fictitious business name "I DRIVE SAFELY" (the "Business"). B. The Vendor desires to perform, and the Company desires to retain the Vendor to perform, certain services on behalf of the Company in connection with the Businesses. NOW, THEREFORE, in consideration of their respective promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Retention as Independent Vendor. Subject to each of the terms, conditions and provisions of this Agreement, the Company hereby retains the Vendor to perform, and the Vendor hereby agrees to perform, those services set forth in Section 4 of this Agreement (the "Services"). 2. Term. 2.1 Subject to the provisions for termination set forth below, this Agreement shall commence as of the Effective Date and continue for a period of one (1) year thereafter. 2.2 Either party may terminate this Agreement for cause immediately upon written notice to the other party. "Cause" shall mean any of the following events: (i) breach by either party of any of its obligations hereunder; (ii) misappropriation by either party of funds or property of the other party; (iii) any court injunction or judgment against either party relating to copyright or trademark infringement, or other unethical business practices; or (iv) the failure by either party to fulfill any of its obligations hereunder. 2.3 Early Termination - Either party may terminate this Agreement at any time by thirty (30) days prior written notice to the other party. 2.4 Automatic renewal - This Agreement will be automatically renewed for successive one (1) year terms unless either party shall advise the other party, by written notice not less than thirty (30) days prior to the end of the term, that such renewal is not desired. 3. Compensation. The Vendor agrees and understands that it shall only be entitled to the monetary compensation, and the Company shall pay to the Vendor 40% of the course price paid by a customer who is referred to the Company by the Vendor. The compensation becomes payable to the Vendor only upon the successful completion of the course by the customer. The Company reserves the right to adjust the compensation with thirty (30) days prior written notice. Upon receipt of an adjusted compensation plan, a Vendor has thirty (30) days to quit the contract, or the adjusted agreement shall become binding. Compensation shall be calculated and payable in monthly installments by the fifteenth day of the month following the month from which the fees have been generated. 4. Services. 4.1 Services Required. The Services shall include the following: 4.1.1 The Vendor shall refer online driver education customers to the Business. 4.1.2 The Company shall issue a Vendor Code to the Vendor, and the Vendor will provide the Vendor Code to the customer. The vendor code may be provided to the customer through an embedded link on the Vendors' site, or through printed material directing customers to a vendor specific landing page on the Company website. The same Vendor Code will serve for tracking purposes in allocating the Vendor's referral fees. 4.1.3 The Company agrees that during the term hereof, its course materials will always comply with the rules and statutes, regulations, vehicle code, and/or policies of any governing body or agency related to offerings in this agreement. The Company will notify the Vendor of any official notification that the Company or any of its content, curriculum, materials or program are not in compliance with the rules & statutes, regulations, vehicle code, and/or policies of any governing body or agency related to this agreement. 4.1.4 The Company agrees to provide each Vendor referred student with fully functional course offerings, fulfilling all the requirements for such a course as required by the regulating body in the jurisdiction it is offered. The Company further agrees to provide each Vendor referred student with certificate fulfillment processing and handling upon successful completion of the course. 4.1.5 The Company shall provide web-based tracking functionality to the Vendor. 4.2 Services Not Required. The Services shall not include, and the Vendor shall not engage in (nor shall it have authority to engage in) on behalf of the Company, the following: Registration or payment processing; processing of phone calls from known registered customers of the Company; provision of technical support; or processing or mailing of completion certificates. The Company acknowledges the possibility of a registered customer inadvertently seeking assistance from the Vendor. In the event a registered customer of the Company should contact the Vendor, the Vendor agrees to make adequate efforts to identify customers of the Company, and upon identification, cease further assistance and refer the customer to the Company's customer support telephone number. 4.3 Ownership of Student Information. The Company shall have exclusive rights to the information collected from the student during registration. Upon referring a student to the Company web site, the Vendor waives all rights and responsibilities to the student, except as defined in this Section. This Section shall not prohibit or restrict the Vendor's ability to collect personal information, for the purpose of promotion. Vendor shall have the right to market to students prior to the referral of the student to the Company's web site, as well as the right to market to students after a referred student has completed a course offered by the Company. The Vendor must make available a privacy policy, fully disclosing the intent as it pertains to the gathering of personal information of students being referred to the Company web site. The Vendor assumes full liability for the data collected and stored and for any attempted solicitation based on the data collected. 5. Limitation on Authority. The Vendor shall have authority only to act as an independent contractor to the Company. In its capacity as such, the Vendor shall have no authority to enter into any agreement or to make any representation, commitment or warranty binding upon the Company or to obtain or incur any right, obligation or liability on behalf of the Company. In particular, the Vendor may neither distribute completion certificates nor administer the Company's official seal thereto. Nothing in this Agreement shall extend authority to the Company over the business of the Vendor, outside the scope of Services defined in this Agreement. 6. Independent Contractor. It is the express intent of both the parties that neither a partnership nor joint venture is created between the parties under this Agreement; rather, it is the express intent of both parties that this Agreement represents an independent contractor relationship under which the Company is retaining the services of the Vendor and its employees. It is not the intent of this Section to inhibit viable means of marketing. Therefore, the Company shall work with the Vendor to provide a mutually acceptable means of promotion, such that a student being referred from the Vendor is comfortable with the introduction of a new web site, and understands the nature of the agreement. 7. Confidential Information. As used herein, the term \Confidential Information\ means any information or material which is proprietary to either party, concerning the Businesses, whether or not owned or developed by the Company or, which is not generally known other than by the Company, and which the Vendor may obtain through any direct or indirect contact with the Company or any customer of the Company. Both parties will take all necessary and appropriate steps to ensure that the secrecy of the Confidential Information in its possession will be maintained. Both parties agree that if one party fails to comply with any obligations hereunder, the other party will suffer immediate, irreparable harm for which monetary damages will provide inadequate compensation and shall be entitled, in addition to any other remedies available to it, at law or in equity, to immediate injunctive relief to specifically enforce the terms of this Agreement. 8. Grant of License. The Company is the owner of the marks "I DRIVE SAFELY" and "IdriveSafely.com" (the \Licensed Marks\). The Company hereby grants to the Vendor a nonexclusive, revocable, non-sublicensable, terminable license to use the Licensed Marks only in connection with the Vendor's promotion of the Businesses, and the Vendor accepts the license subject to the terms and conditions of this Agreement. The Vendor acknowledges the ownership of the Licensed Marks in the Company, and agrees that it will do nothing inconsistent with such ownership and that all use of the Licensed Marks shall inure to the benefit of and be on behalf of the Company. The Vendor agrees that nothing in this Agreement shall give the Vendor any right, title or interest in and to the Licensed Marks other than the right to use the Licensed Marks in accordance with this Agreement. 9. Indemnity. Both Parties agree to indemnify and hold harmless the other party from and against any actual or threatened claims, lawsuits, actions or liabilities (including the fees and expenses of counsel and other litigation costs) of any kind or nature, arising as a result of or in connection with this Agreement and the Services provided hereunder, except that neither party shall be obligated to so indemnify the other party if, and to the extent that, such claims, lawsuits, actions or liabilities against the other party directly result from the other party's own gross negligence or willful misconduct, as held in any final, non-appealable judicial or administrative decision. 10. Assignments; Binding Effect. Neither party shall assign this Agreement in whole or in part without the prior written consent of the other party. Subject to the foregoing, all the terms and conditions contained herein shall inure to the benefit of and shall be binding upon the parties hereto, their heirs, personal representatives, successors and assigns. 11. Applicable Law; Severability. This document shall, in all respects, be governed by the laws of the State of California. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any contrary present or future statute, law, ordinance or regulation, the latter shall prevail, but the provision of this document which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 12. Dispute Resolution. In the event of any dispute concerning or arising out of this Agreement, such dispute shall be submitted by the parties to arbitration. Arbitration proceedings may be commenced by either party giving the other party written notice thereof and proceeding thereafter in accordance with the rules and procedures of the American Arbitration Association. Any such arbitration shall take place before a single arbitrator only in San Diego County, California. Any such arbitration shall be governed by and subject to the applicable laws of the State of California, and the then prevailing rules of the American Arbitration Association. The arbitrator\s award in any such arbitration shall be final and binding, and a judgment upon such award may be enforced by any court of competent jurisdiction. 13. Attorneys\ Fees and Costs. The prevailing party in any proceeding brought to enforce or interpret any provision of this Agreement shall be entitled to recover its reasonable attorneys\ fees, costs and disbursements incurred in connection with such proceeding, including but not limited to the reasonable costs of experts, accountants and consultants and all other reasonable costs and services related to the proceeding, including those incurred in any appeal, jointly and severally, from the nonprevailing party or parties. 14. Modifications or Amendments. No amendment, change or modification of this document shall be valid unless it is in writing and signed by all the parties hereto and expressly states that it is an amendment, change or modification of this Agreement. 15. Separate Counterparts. This document may be executed in one or more separate counterparts, each of which, when so executed, shall be deemed to be an original. Such counterparts shall, together, constitute and be one and the same. 16. Entire Agreement. This Agreement shall constitute the entire understanding and agreement between the parties hereto and shall supersede any and all written or oral agreements or letters of intent pertaining to the subject matter of this Agreement. By clicking on 'I accept' below you are agreeing to the Terms of Service above, and accept this Agreement as legally binding.
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