THIS AGREEMENT is entered into as of the Effective Date, by and between Rishi Ray LLC, having its principal place of business at 1248 CarMia Way #1125 Richmond VA 23235, (hereinafter “Consultant”), and you (hereinafter “Client” by and through his/her/their “Parent/Guardian”). Consultant and Client may be referred to herein collectively as the “Parties” or individually as a “Party.”
The Parties agree as follows:
1. Definitions
1.1. “Agreement”: This BS/MD Consulting Services Agreement.
1.2. “Services”: means the platform, consultant communications, and consulting services provided by the Consultant, including (i) the web and other user interfaces, applications, information, and software provided to Client, and (ii) any modifications, updates, derivative works, updates, and upgrades to or of any of the above.
1.3 “Effective Date” means the effective date of the applicable ordering document or request for Services you have signed with Consultant.
2. Services
2.1. Subject to the terms of this Agreement, Consultant will use commercially reasonable efforts to provide the Services.
2.2. Subject to the terms hereof, Consultant will provide Client with reasonable technical support services in accordance with Consultant’s standard practice.
2.3 Subject to the payment of all applicable Fees, Consultant hereby grant to Client a non-sublicensable, non-transferable, non-exclusive right to access and use the Services in accordance with the terms and conditions of this Agreement and the applicable ordering document or request for Services purchased from the Consultant.
3. Fees and Payment
3.1 Client will pay Consultant all fees in accordance with the applicable ordering document or request for Services purchased from Consultant. Payment obligations are non-cancellable and Fees paid are non-refundable, except as otherwise expressly set forth in this Agreement.
3.2 By providing a credit card or other payment method accepted by Consultant for the Services, Client agrees that Instructors are authorized to charge to the elected payment method all applicable fees when due, and any other charges Client may incur in connection with Client’s use of the Services.
4. Use of Service
4.1. Client will not, directly or indirectly, share or communicate any content or information of, or found at or through the Services.
4.2. Client will use the Service for its internal purposes as contemplated by the Agreement and will not use the Services for the benefit of any third party.
5. Intellectual Property
Consultant shall own and retain all right, title, and interest in the Services, including, without limitation, all content, information, software, concepts, methodologies, techniques, and all other intellectual property rights associated therewith.
6. Confidentiality
Consultant and Client agree to maintain confidentiality of any confidential information received from the other party, not to use such confidential information other than for the purposes of this Agreement, and to limit dissemination of confidential information to only those employees or contractors with a need to know such information.
7. Disclaimer of Warranties
Consultant make no representation, warranty, or guaranty as to the reliability, accuracy, or completeness of the Services. Consultant do not warrant that: (i) the Services will be uninterrupted or error-free; (ii) the Services will meet Client’s requirements or expectations; or (iii) any stored data will be accurate or reliable.
8. Limitation of Liability
8.1. Consultant shall not be responsible for any decisions made by universities, colleges, or other educational institutions in relation to admissions. The Consultant’s Services are designed to provide guidance but cannot guarantee outcomes or success in the admissions process.
8.2. In no event shall Consultant be liable for any indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits, arising out of or in any way connected with the use or performance of the Services.’
9. Non-Guarantee of Outcomes
The Client acknowledges that successful completion of the Services does not guarantee acceptance into any educational institution or confer eligibility for awards, accolades, or journal publications. The Consultant do not provide any warranties or assurances regarding future achievements, recognitions, or competitive outcomes resulting from participation in the Services.
10. Code of Conduct and Ethics
The Client acknowledges and agrees to abide by a strict code of academic integrity, ethical conduct, and professionalism throughout the Services. Plagiarism, fraud, dishonesty, or any unethical behavior, including but not limited to acts that violate intellectual property rights, are strictly prohibited. The Client acknowledges that they are solely responsible for the originality of their work and shall not engage in any form of academic misconduct, including plagiarism.
The Consultant emphasize that plagiarism, in particular, can result in severe consequences, such as academic penalties, reputational damage, and potential legal action. The Consultant explicitly state that they shall not be held liable for any repercussions, disciplinary actions, or legal entanglements that may arise if a Client is found to have engaged in plagiarism or academic dishonesty during or after the Services.
11. Indemnification
Client shall indemnify and hold harmless Consultant from and against any and all claims, costs, damages, losses, liabilities, and expenses arising out of or in connection with the use of the Services.
15. Term, Termination, & Amendments
15.1 This Agreement is effective upon the Effective Date and continues until terminated in accordance with section 15.2.
15.2 Client’s access to the purchased Services shall commence on the start date specified in the applicable ordering document (or request) for Services purchased from Consultant and continue until the Services included in the applicable ordering document have been completed or until both Parties agree in writing to terminate this Agreement.
15.3 In the event of termination of this Agreement, Participant shall cease all use of the Services.
15.4 The Consultant reserves the right to amend, modify, or terminate the Services or these terms at their sole discretion without the obligation to notify Client of such changes. It is the responsibility of the Client to regularly review the terms of service for any updates or modifications. Continued participation in the Services after any amendments to the terms shall constitute the Client’s acceptance of the revised terms. The Consultant may, at their discretion, communicate significant changes to the Services through the Consultant’s official website or other appropriate means. However, the Consultant shall not be held liable for any failure to communicate such changes to individual Clients. It is the responsibility of each Client to stay informed about the Services’ guidelines and any updates to the terms of service. In the event of Services’ termination, the Consultant shall make reasonable efforts to inform Clients of such termination through available communication channels. However, the Consultant shall not be held liable for any failure to notify individual Clients in case of unforeseen circumstances or events beyond their control.
15.5 By participating in the Services, the Client acknowledges and accepts the possibility of changes or termination of the Services and agrees to be bound by the most recent version of the terms of service available on the Consultant’s official website.
16. Disputes
If any dispute arises under this Agreement, the Consultant and the Client shall negotiate in good faith to settle such dispute. If the parties cannot resolve such dispute themselves, then either party may submit the dispute to mediation by a mediator approved by both parties. If the parties cannot agree with any mediator or if either party does not wish to abide by any decision of the mediator, they shall submit the dispute to arbitration by any mutually acceptable arbitrator, or the American Arbitration Association (AAA). The costs of the arbitration proceeding shall be borne according to the decision of the arbitrator, who may apportion costs equally or in accordance with any finding of fault or lack of good faith of either party. If either party does not wish to abide by any decision of the arbitrator, they shall submit the dispute to litigation. The jurisdiction for any dispute shall be administered and decided upon the Client.
17. Independent Contractor Status
The Consultant, under the code of the Internal Revenue (IRS), is an independent contractor and neither the Consultant’s employees or contract personnel are, or shall be deemed, the Client’s employees. In its capacity as an independent contractor, the Consultant agrees and represents:
(a) Consultant has the right to perform Services for others during the term of this Agreement;
(b) Consultant has the sole right to control and direct the means, manner, and method by which the Services required under this Agreement will be performed; Consultant shall select the routes taken, starting and ending times, days of work, and order the work that performed;
(c) Consultant has the right to hire assistant(s) as subcontractors or to use employees to provide the Services under this Agreement.
(d) Neither Consultant nor the Consultant’s employees or personnel shall be required to wear any uniforms provided by the Client;
(e) The Services required by this Agreement shall be performed by the Consultant, Consultant’s employees or personnel, and the Client will not hire, supervise, or pay assistants to help the Consultant;
(f) Neither the Consultant nor the Consultant’s employees or personnel shall receive any training from the Client for the professional skills necessary to perform the Services required by this Agreement; and
(g) Neither the Consultant nor Consultant’s employees or personnel shall be required by the Client to devote full-time to the performance of the Services required by this Agreement.
18. Confidentiality & Proprietary Information
The Consultant acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Consultant in order for the Consultant to perform their duties under this Agreement. The Consultant acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client’s prior written permission except to the extent necessary to perform the Services on the Client’s behalf.
Proprietary or confidential information includes, but is not limited to:
(a) The written, printed, graphic, or electronically recorded materials furnished by Client for Consultant to use;
(b) Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of, business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information; and
(c) Information belonging to customers and suppliers of the Client about whom the Consultant gained knowledge as a result of the Consultant’s Services to the Client.
Upon termination of the Consultant’s Services to the Client, or at the Client’s request, the Consultant shall deliver all materials to the Client in the Consultant’s possession relating to the Client’s business. The Consultant acknowledges any breach or threatened breach of confidentiality under this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy.
Furthermore, proprietary information, under this Agreement, shall include:
(a) The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, works-in-progress and deliverables, will be the sole property of the Client, and Consultant hereby assigns to the Client all right, title, and interest therein, including, but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, and other proprietary rights therein. Consultant retains no right to use the Work Product and agrees not to challenge the validity of the Client’s ownership in the Work Product;
(b) The Client will be entitled to use the Consultant’s name and/or likeness in advertising and other materials.
19. Assignment and Delegation
The Consultant may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor (“Subcontractor”). The Consultant recognizes that they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless of any liability in connection with their performed work.
The Consultant shall be responsible for any confidential or proprietary information that is shared with the Subcontractor in accordance with this section. If any such information is shared by the Subcontractor to third (3rd) parties, the Consultant shall be made liable.
20. Miscellaneous
20.1 Upon termination of this Agreement, the Consultant shall deliver all records, notes, and data of any nature that are in the Consultant’s possession or under the Consultant’s control and that are of the Client’s property or relate to Client’s business, with the exception of that which the Client has given expressed written content for Consultant to retain outside the conditions of this Agreement.
20.2 The Client understands and agrees that Rishi Ray LLC does not guarantee school admission, either implied or expressed and that Rishi Ray LLC does not guarantee a student’s academic performance will improve or that the Consultant’s knowledge and guidance has no errors. In no event will Rishi Ray LLC be liable to the Client for any direct, indirect, or consequential damages of any kind.
21. Governing Law
This Agreement will be governed by the laws of the State of Virginia, without regard to its conflict of laws principles.