1. Services Provided

1.1 Subject to the terms hereof, during the term of this Agreement, Provider agrees to provide the Client with admissions services as set forth in Scope of Services of Agreement (the “Services”).  The details of the method and manner for performance of the Services by Provider shall be under Provider’s control. 
1.2 While all reasonable attempts will be made by the Provider to meet, call, or text the Client as necessary, the Provider shall be allowed a reasonable timeframe (typically up to two (2) business days) to respond to Client communications. This timeframe may be adjusted in cases of urgent matters explicitly agreed upon by both parties.

2. Fees and Payment

2.1 The Client agrees to pay Provider the fees set forth on Fee Schedule / Fee Structure aligned to on the terms and conditions set forth therein. All payments are non-refundable unless explicitly stated otherwise in this Agreement.
2.2 The Provider reserves the right to suspend or terminate Services immediately if payment is not received in accordance with the agreed terms.

3. Client Responsibilities

The Client agrees to:

3.1 Provide accurate and complete information necessary for the Provider to perform the Services.
3.2 Timely response to communications and provide requested materials to avoid delays.
3.3 Assume full responsibility for the accuracy and completeness of all materials and information provided to the Provider.
3.4 Reasonably cooperate with Provider as necessary in connection with Provider’s performance of the Services.

4. Limitation of Liability

4.1 The Provider does not guarantee or make any representation or warranty relating to admission, nor any specific outcome, including but not limited to, admission, waitlisting or interview invites, to any specific medical school, program, or institution. Outcomes depend on numerous factors beyond the Provider's control.  For the avoidance of doubt, no portion of the compensation due to the Provider hereunder is dependent on any particular admission or outcome. The Provider represents and warrants that it will perform the Services in a professional manner.  Provider makes no other representations or warranties. All other representations or warranties, express and implied, are expressly disclaimed.
4.2 To the maximum extent permitted by law, Provider’s liability for any claims, damages, losses or liabilities arising under this Agreement or otherwise relating to the subject matter hereof, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, shall be limited to the total fees paid by the Client for the Services.
4.3 Provider shall not be liable to the Client or any third party for any indirect, incidental, consequential, special, or punitive damages arising from or relating to this Agreement, including but not limited to loss of opportunity, regardless of whether Provider was advised of the possibility of such damages.
4.4 To the maximum extent permitted by law, the Client agrees to indemnify and hold harmless the Provider from any claims, damages, losses or liabilities arising out of or related to: (a) the Client’s use of the Services, including any misuse or misrepresentation of the Provider’s advice or materials or (b) any breach of this Agreement by the Client.

5. Term and Termination

5.1 This Agreement shall commence on the Effective Date and continue for the period of time set forth on Scope of Services, unless otherwise terminated earlier in accordance with the terms hereof.
5.2 If the Agreement is terminated, any fees paid are non-refundable.  Further, in the event that this Agreement is terminated, Client shall remain liable for any and all fees for Services performed by Provider prior to the date of termination to the extent such Services have not yet been paid for.
5.3 Provider reserves the right to terminate this Agreement immediately and without refund, upon written notice to the Client, in the event of the Client’s breach of any terms of this Agreement, including but not limited to failure to provide timely and accurate information, misrepresentation of any material fact, or failure to make payments.

6. Confidentiality

6.1   Both parties agree to maintain the confidentiality of any proprietary, confidential or sensitive information exchanged during the term of this Agreement; provided that such restrictions shall not apply to information that: (a) is or becomes generally available to the public, other than as a result of the receiving party’s breach of this Agreement; or (b) is obtained by the receiving party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information.

6.2 Provider shall not disclose or use the Client’s materials, applications, or personal information for any purpose other than performing the Services.  Notwithstanding anything contained herein to the contrary, information protected by this Section 6 can be furnished by the receiving party in response to a subpoena or other validly issued administrative or judicial process, provided the disclosing party is promptly given notice of such subpoena or other validly issued administrative or judicial process so that it can seek protection or non-disclosure of such information.
6.3 The Client acknowledges that any templates, materials, or proprietary methodologies provided by the Provider remain the intellectual property of the Provider and may not be reproduced, distributed, or used for purposes beyond this Agreement without prior written consent of Provider.

7. Intellectual Property

7.1 The Client is granted a non-exclusive, non-transferable license to use the Work Product1 solely for personal application purposes related to medical school admissions.
7.2 The Client agrees not to copy, distribute, modify, or create derivative works from the Work Product[1] without the Provider’s express written permission.

8. Governing Law and Dispute Resolution

8.1 This Agreement and all related documents including all exhibits attached hereto, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.
8.2 Any disputes arising out of or relating to this Agreement shall first be resolved through good-faith negotiation between the parties. If unresolved, disputes shall be submitted to mediation. If mediation fails, disputes may be resolved exclusively through binding arbitration in accordance with the rules of the American Arbitration Association. The venue for such arbitration shall be New York, New York.

9. Entire Agreement; Amendments

This Agreement, together with the exhibits attached hereto (which are hereby incorporated by reference as if they were fully set forth herein) constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings, whether written or oral. No modification or amendment shall be valid unless in writing and signed by both parties.

10. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

11. Force Majeure

Provider shall not be liable for any delay or failure to perform the Services resulting from causes beyond its reasonable control, natural disasters, pandemics, government restrictions, or any other unforeseen events.

12. Non-Disparagement

The Client agrees not to make any false, negative, or defamatory statements regarding the Provider, its services, or its representatives during or after the term of this Agreement.

13. Waiver

The failure of the Provider to enforce any provision of this Agreement shall not be construed as a waiver of its rights to enforce such provision in the future.

14. Acknowledgment

The Client acknowledges that it has read, understood, and agreed to all terms and conditions contained in this Agreement, including any schedules and exhibits hereto.

15. Relationship of the Parties 

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

16.  Assignment

Neither party shall assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party; provided that Provider may do so to an affiliate of Provider or in connection with the acquisition of Provider’s business by a third party.  Any purported assignment or delegation in violation of this Section 16 shall be null and void.

17.  No Third-Party Beneficiaries

This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.‌

18.  Notices

All notices, requests, consents, claims, demands, waivers, and other communications required to be provided under this Agreement (each, a “Notice”) must be in writing and addressed to the other party at its address first set forth above (or to such other address that the receiving party may designate from time to time in accordance with this Section 18). Unless otherwise agreed herein, all such Notices must be delivered by registered or certified mail, return receipt requested; reputable overnight delivery service (e.g., FedEx); or hand delivery.  Notices shall be deemed given if sent by mail, three (3) days after deposit with the United States Postal Service; if personally delivered, upon receipt (or refusal of receipt); or if delivered via overnight courier, one (1) business day following the delivery thereof. 

19.  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. 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.

20.  Construction

As used in this Agreement, the word “including” and its variants shall mean “including, without limitation”.  All provisions and words shall be read in appropriate number and gender, the masculine, feminine and neuter shall be interpreted interchangeably, and the singular shall include the plural and vice-versa as the circumstances may require.  References to “Dollars” or “$” are references to the lawful currency of the United States of America.