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College Scholarship Application Services Agreement This Agreement is entered into by and between: Scholarship Miners, a Florida LLC, its officers, directors, employees, agents, affiliates, successors, and permitted assigns with offices located at 29267 Perelli Place, Wesley Chapel, Florida 33543 (collectively "Scholar"), The Parent, with an address located at the address provided in the form (the "Client”,) The student, with an address located at the address provided in the form (the "Student”) and, Scholar, Client, and Student may be referred to individually as a “Party” or collectively as “Parties” in this Agreement WHEREAS, the Client wishes to obtain college scholarships for the Student. WHEREAS, Scholar has the experience, capability, and capacity to provide services which will help Client secure college scholarships for the Student; and WHEREAS, the Client desires to retain Scholar and Scholar is willing to provide the Client with said services under the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Scholarship Application Services. Scholar shall provide the Client with nonexclusive college scholarship application services on a contingency fee basis (the "Services"). Scholar shall provide the Services: in accordance with the terms and subject to the conditions set forth this Agreement. using personnel of required skill, experience, and qualifications. in a timely and professional manner. Scholar shall supply services to enable the award of college scholarships as identified by Scholar or the Client to the Student. Scholar shall make all Applications on behalf of the Client and the Student directly to the third-party sponsoring the scholarship (“Sponsor”) through the Sponsor’s web-based Scholarship platform. Nonexclusive Engagement. Services rendered by Scholar shall be on a nonexclusive basis. Scholar may submit applications for other clients and students to the same scholarships that it is applying for the Client and Student pursuant to this agreement. The Client shall have the right to: Authorize or decline the submission of any application to a Sponsor; identified by Scholar and Authorize the submission of an application to a Sponsor identified by Client’s own searches. Scholar Obligations. During the term of this Agreement, Scholar shall use its best efforts to identify and submit college scholarship applications on behalf of Client and Student. Prior to applying, Scholar shall: Carefully screen the application requirements by: confirming the Sponsor’s validity confirming that the Student is qualified to apply to the scholarship; and Interview the Student, either in person or by telephone. No Guarantees: Client acknowledges that Scholar will assist in applying for the scholarship and cannot guarantee a scholarship award Client Obligations. Client hereby gives and grants unto Scholar all power and authority to act on Client’s behalf in any lawful way with respect to scholarship applications on behalf of Student The Client shall be under no obligation to apply to any scholarship identified by Scholar. The Client shall determine, in its sole discretion, whether or not to proceed with any application. No Fee shall be due for any scholarship application submitted by Client or Student independent of this agreement. However, any applications made by Client and or Student after the effective date of this agreement must use the email account set forth below. Client and Student agree to collaborate with Scholar in meeting all Sponsor requirements in support of the submission of college scholarship applications including but not limited to: Identifying Scholarships Student is eligible for. Satisfying all application requirements. Meeting any and all deadlines. Obtaining letters of recommendation Securing copies of transcripts and diplomas Providing financial aid information’ Drafting essays as required by the Sponsor Submitting all material required by the Sponsor in a timely manner Creating a personal email account and providing Scholar full authorization, and permissions, to send and receive emails from said email. Being patient Good Faith: The Parties agree to conduct themselves and exchange information in support of the application honestly, fairly, and in good faith, so as to not destroy the right of the Client or Student to receive the benefits of the Scholarship. Scholar is not responsible for Client and/or Students failure to be awarded a scholarship or reneging of a Scholarship based on incorrect or false information provided by Client and/or Student in support of the application. Indemnification. Client shall indemnify, defend, and hold harmless Scholar against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, against Client collectively, "Losses", arising out of or resulting from any claim of a third party as a result of Client and/or Student’s negligent, willful or fraudulent misconduct in providing information in support of a scholarship application. Scholar shall not be held liable to Client and/or Student for any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, resulting from a third party’s negligent, willful or fraudulent misconduct involving identity theft and/or scholarship fraud. Contingency Fee and Payment. This Agreement is on a contingency fee basis. Scholar shall perform all necessary work in identifying, researching, screening, and submitting applications at its own cost and the Client shall have no obligation to reimburse Scholar for such costs or for any other out-of-pocket expenses. No fees, payments, or reimbursements of any kind shall be payable to Scholar unless a Scholarship is awarded to Client and/or Student. If a Sponsor awards a student a scholarship based on an application submitted by Scholar, the Client shall pay Scholar a fee equal to 30% of such scholarship. Scholar acknowledges that it will be solely responsible for all federal, state, and local taxes on the fee, if applicable. Payment and Refund. The Fee will be due and payable within 30 days of the award date even if the payment of the Scholarship benefits will be more than 30 days after the award date. The award date shall be the date the Sponsor gives formal written notice of the award sent electronically or carried in a postal system. If a Client or Student declines the scholarship for any reason or for no reason Scholar shall, at its sole option: promptly refund the Fee after receiving notice from the Client regarding such declination in writing, or retain the fee Late Payment if client fails to pay Scholar the fee within thirty (30) days of the award date pursuant to this agreement, any money owed to Scholar shall bear interest at the lesser of 1.5%/per month, or the highest rate allowed by law. Confidentiality. All non-public, confidential information of the Client and Student ("Confidential Information") disclosed by the Client to Scholar, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with this Agreement is confidential, solely for use in performing this Agreement and may not be disclosed or copied to third-parties unless authorized by the Client in writing. Confidential Information does not include any information that: is or becomes generally available to the public other than as a result of Scholar's breach of this Agreement; is obtained by Scholar on a non-confidential basis from a third- party that was not legally or contractually restricted from disclosing such information. was or is independently developed by Scholar without using any Confidential Information. Upon the Client's request, Scholar shall promptly return all documents and other materials received from the Client. Term and Termination. Term. This Agreement shall commence as of the Effective Date and shall continue thereafter for an initial term of one year unless sooner terminated. After the end of the initial term, this Agreement will be automatically renewed for successive one-year periods. Termination. Either Party may terminate this Agreement at any time with or without cause, by providing written notice to the other Party. This agreement terminates automatically on the Student’s 21st birthday, Survival. This Agreement shall survive any termination or expiration of this Agreement with respect to any applications Scholar has submitted on behalf of the Client prior to such termination or expiration. Independent Contractor. It is understood and acknowledged that the Services that Scholar shall provide to the Client hereunder will be in the capacity of an independent contractor and not as an employee or agent of the Client. Scholar shall control the conditions, time, details, and means by which Scholar performs the Services. Scholar shall have no authority to commit, act for or on behalf of the Client, or to bind the Client to any obligation or liability, including, without limitation, making any promises with regard to conditions required for the award. Injunctive Relief. Scholar and Client agree that the restrictions contained in 8, and Agreement are necessary for the protection of the business and goodwill of the Client and are reasonable for such purpose. Compliance with Law. The Parties will follow and shall comply with all applicable laws, regulations, and ordinances. Scholar has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Equal Employment Opportunity. Each Party represents to the other that it will comply with federal, state, and local employment and anti-discrimination laws without regard to race, color, creed, national origin or ancestry, citizenship status, religion, sex, sexual orientation, age, marital status, or physical or mental disability, or any other basis protected by law. Entire Agreement. This Agreement constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only on receipt by the receiving Party; and if the Party giving the Notice has complied with the requirements of this 16. Notice to: Scholarship Miners, LLC Manager Frederick Rappina 29267 Perelli Place Wesley Chapel, Florida 33543 703-981-1735 Frozenrope11@hotmail.com Notice to Client: Client Address Provided Parent's Phone Number Provided Email Address Provided Attention: Parent Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Assignment. The Parties shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other Party which shall not be unreasonably withheld [, conditioned] [or delayed]]. Any purported assignment or delegation in violation of this Agreement shall be null and void. No assignment or delegation shall relieve the Scholar of any of its obligations hereunder. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns. No Third-Party Beneficiaries. [Subject to the next paragraph, this] Agreement benefits solely the Parties and their respective successors and permitted assigns and nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Mediation and Governing Law: Should any controversy or claim arise out of or related to this contract, or the breach thereof, it will first be submitted to mediation. If the matter cannot be settled by mediation, it shall be submitted to arbitration in accordance with the rules promulgated under the Florida or Hillsborough County Bar Associations. The prevailing party, in any legal action, arbitration or proceeding between the parties shall be entitled to recover reasonable attorney’s fees and actual costs incurred relating to the matter. If any mediation, arbitration, or legal action is instituted regarding this Agreement, the venue shall be that of the 13th Judicial Circuit Court of Florida, Hillsborough County, Florida. Integration: This instrument contains the entire agreement of the Parties and supersedes all agreements, either oral or written, between them. The undersigned client has, before signing this contract, received, and read the statement of client’s rights, and understands each of the rights set forth therein. The undersigned client has signed the statement and received a signed copy to keep refer to while being represented by the undersigned attorney(s). Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which, together, are deemed to be one and the same agreement. Notwithstanding anything to the contrary in this Agreement, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. SIGNATURES FOLLOW WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.