Terms of Service - Lobee Teachers

Please read these Terms of Service (the “Agreement”) carefully before agreeing to become a Lobee Virtual Instructor operated by Cognition Ignition, LLC dba Lobee Learning. (“Lobee”,“us”, “we”, or “our”). Your (“Contractor,” “you”, or “your”) access to and use of the Services is conditioned upon your acceptance of and compliance with this Agreement. This Agreement applies to all visitors, users and others who wish to access or use the Services. By accessing or using the Services you agree to be bound by this Agreement. If you disagree with any part of thisAgreement then you do not have permission to access the Services.In consideration of the premises and the covenants and representations contained herein, theParties agree as follows:
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1. RELATIONSHIP 
The Consultant’s relationship to Client company hereunder shall be that of an “Independent Contractor”. Subject to the terms and conditions of this Agreement, the “Consultant” will provide live instruction and facilitation to students using the platforms and content provided by the “Client” 

2.    TERM & CONDITION 
The term of this Agreement shall be for a temporary period based on the program length of 10 sessions.  If the program is not predetermined a temporary period of 45 (forty-five) days, effective from the date first above written. Thereafter, this Agreement shall continue on a month-to-month basis until terminated by either party with not less than 10 (ten) days prior written notice to the other party. 

3.    INDEPENDENT CONTRACTOR 
“Consultant" shall not be deemed to be employees or joint employees of Client. “Consultant” agrees to hold Client free and harmless from any and all workers compensation, disability benefits, state, federal or other withholding taxes, unemployment insurance, social security and any other taxes or benefits for “Consultant”.  “Consultant” shall be responsible for payment of all taxes due asa result of payments made to “Consultant” by Client.  “Consultant” will not make any representations of profits, interest, terms or conditions of the Aquatic construction software or services to anyone/company that conflict with the applicable tariffs of information provided by Client.  “Consultant” hereby agrees not to sub-contract to any other persons in any various forms without written to Client for an approval, otherwise Client reserves the right to revoke the rights of “Consultant” and terminate the Agreement immediately.

4.    RULES& RESPONSIBILITIES
“Consultant” agrees to comply with all of the Client’s, and all ofFederal, local government laws, rules, policies at all times, and “Consultant”shall be responsible to provide accurate and true all information about the software to the customer(s). If the Consultant violates any of those responsibilities, rules, policies above, he/she must be responsible to pay for all damages incurred to Client, and all violation charges by law and/orFederal, Local government at Consultant’s expenses. Also, Client company reserves the right to revoke the rights of “Consultant” and terminate theAgreement immediately. In the event that Client has reason to believe that“Consultant” has acted recklessly, Client reserves the right to revoke the rights of “Consultant” and terminate the Agreement immediately.

5.    PRICE,PAYMENT AND SCHEDULE 
During the term hereof and subject to the terms and conditions of this Agreement, Client agrees to pay to “Consultant” a rate agreed upon in writing prior to the start of a program. Payments will be made after the final session of the program.  In the circumstance that the “Consultant” is unable to attend aSession, “Consultant” will accept prorated compensation. 

Example: Certified Teacher has agreed to teach in a ten (10)session program at a rate of $500 for the program. If the Contractor is unable to attend two (2) sessions of the ten-(10) Session program.  Certified teacher’s compensation will be reduced $50.00 for each missed session and will receive $400.00 at the culmination of the program. 

6.    CONFIDENTIAL INFORMATION 
Independent Contractor/Consultant hereby acknowledges and agrees that all information disclosed to Independent Contractor/Consultant by Client or by others associated with Client including, but not limited to, sub-Consultants, vendors or suppliers, whether written or oral, relating toClient ’s business activities, including all customer names or lists and all content, methods, operations, plans, information about existing, new or envisioned products or services and the development thereof, scientific, engineering or technical information relating to the interface with Companies andProviders, educational content and material, lesson outlines, video scripts, marketing or product promotional material, and any and all information relating to the relationship between Client and Independent Contractor/Consultant, including the terms and conditions of this Agreement, is ConfidentialInformation, and is proprietary information of Client and any disclosure or unauthorized use by Independent Contractor/Consultant, their employees,Consultants, or Independent Contractors/Consultants, shall cause immediate, substantial and irreparable harm to Client. During the term of this Agreement and for a period of five years after termination of this Agreement, Independent Contractor/Consultant agrees not to reveal, divulge, make known, sell, exchange, lease or in any other way transfer any Confidential Information, Customer Information or any terms of this Agreement to any third party or to utilize such Confidential Information, CustomersInformation or terms of this Agreement in competition with Client or any of its other Independent Contractors/Consultants. “Independent Contractor/Consultant”agrees that Client shall be entitled to equitable relief, injunctive relief and restraint in addition to any other legal remedies it may have as recourse for the breach by Independent Contractor/Consultant of this confidentiality provision.

7.    COMPETITION 
Independent Contractor/Consultant agrees on behalf of itself, its employees, associates, Consultants and Independent Contractors, that it will not, during the term of this Agreement and for a period of two years following the termination of this Agreement, solicit for employment, employ, or contract with any person or carrier for purposes of employment, any person who is a current employee or other Independent Contractor of Client, or has been an employee, Independent Contractor of Client during the previous six (6) months.Independent Contractor/Consultant further agrees that during the term of thisAgreement and for a period of two years following termination of thisAgreement, it will not, directly or indirectly, either alone or with others, solicit, initiate the submission of proposals from, or encourage, entertain or enter into any arrangement, agreement or understanding with, or engage in any discussions with, or furnish any information to, or otherwise promote to any customer/investor of Client, the services of any competitor which are in competition with the Client Services. Independent Contractor/Consultant agrees that monetary damages for breach of its obligations under this provision may not be adequate and that Client shall be entitled to injunctive relief in addition to any other legal remedies to which it may be entitled.

8.    TERMINATION 
Client may terminate this Agreement effective immediately in the event of Default or breach of any part of this Agreement by IndependentContractor/Consultant, as defined herein or in the event of: A breach byIndependent Contractor/Consultant of any covenant, term, or condition of thisAgreement. The death or incapacity of Independent Contractor/Consultant,Independent Contractor/Consultant engages in any fraudulent activity relating thereto; or The actual or attempted assignment by IndependentContractor/Consultant of this Agreement or any of Independent Contractor’s duties under this Agreement to another party. State and/or Federal law forbid, place restrictions on, or limit Client ’s ability to provide the Services described herein; or The liquidation, sale or merger of Client; or etc.

9.    ARBITRATION& NOTICES 
Any and all disputes arising out of or relating to this Agreement shall be determined and resolved by arbitration in the State of South Carolina.The decision rendered by the arbitrator(s) shall be final and binding upon the parties, and a judgment thereon may be entered in the highest court of the forum so having jurisdiction over the matter. All notices or other communication required or permitted by this Agreement shall be in writing and shall be deemed effectively given when presented personally or on the third (3)day after mailing by certified or registered mail, return receipt requested, with proper postage prepaid to a party at the address specified below or at such other address as either party may hereafter designate by notice. 

10.  ENTIRE AGREEMENT
This Agreement, with attachments, represents the entire Agreement between“Independent Contractor/Consultant” and Client with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, written or oral, concerning the subject matter herein and may not be changed or modified except by written amendment signed by “IndependentContractor/Consultant” and Client. This Agreement shall be construed in accordance with and governed by the laws of the State of South Carolina. Should any civil action or legal proceeding be brought by either party to thisAgreement against the other, the party prevailing in such action or proceeding shall be entitled to, in addition to such other relief as may be granted, a reasonable sum as and for attorney’s fees and costs.