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CollaboratHive helping international students connect with top canadian and american university ambassadors

TERMS AND CONDITIONS

Acceptance of Terms

  • By accessing and using CollaboratHive (the "Service" or "Site"), you agree to comply with and be bound by these Terms and Conditions. If you do not agree to these Terms, please refrain from using the Service.

Description of Service

  • CollaboratHive provides a platform connecting student ambassadors, prospective students, and other users. Our platform enables users to access a range of services, including (but not limited to) advisory sessions, essay reviews, and application support.

Account Registration

  • To access specific services on CollaboratHive, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and update such information to keep it accurate, current, and complete.

User Conduct

When using the Service, you agree not to:

  • Violate any laws, regulations, or these Terms and Conditions.

  • Infringe upon the rights of others.

  • Use the Service for any unlawful or unauthorized purpose.

  • Transmit any material that is harmful, offensive, or violates our community standards.

Partnership Agreement (For Student Ambassadors)

  • If you choose to become a student ambassador, you must agree to the terms and conditions outlined in the Partnership Agreement.

High School Participation

High schools registering on CollaboratHive agree to:

  • Allow their name and logo to be used for publicity purposes on CollaboratHive's social media and other marketing materials.

  • Consent to the sharing of their students' data with universities and other educational institutions on our platform.

User Data Consent

  • By using CollaboratHive, students and other users agree that their personal data may be shared with universities and potentially other users on the platform, in accordance with our Privacy Policy.

Termination

  • CollaboratHive reserves the right to terminate or suspend your account for any reason, including violation of these Terms and Conditions. You may also terminate your account at any time by emailing support@collaborathive.com.

Changes to Terms and Conditions

  • CollaboratHive reserves the right to modify these Terms and Conditions at any time. Updated terms will be posted on the Service. Your continued use of the Service after any modifications constitute your acceptance of the revised terms.

By signing up for CollaboratHive, you acknowledge that you have read and agreed to these terms.

If you have any questions or concerns about these Terms and Conditions, please contact us at support@collaborathive.com.

PARTNERSHIP AGREEMENT

This Independent Contractor Agreement is entered into as of date of user (the “Contractor”) signing up on CollaboratHive (the “Effective Date”) and is between CollaboratHive (the “Company”), a Delaware corporation with an address at 265 Ponce de Leon Ave NE, Atlanta GA 30308, and the undersigned individual, who agrees to the terms herein upon checking the acceptance box on the CollaboratHive platform during sign up.

 

RECITALS:

WHEREAS, Company wishes to engage the services of Contractor and Contractor agrees to perform services pursuant to the terms hereof;

WHEREAS, Contractor will determine the method, details, and means of performing the services;

THEREFORE, in consideration of the above recitals and of the mutual promises and conditions in this Agreement, the parties agree as follows:

  1. RELATIONSHIP OF THE PARTIES.

1.1       Contractor enters into this Agreement as, and shall continue to be, an independent contractor. Under no circumstances shall Contractor look to Company as his/her/its employer, or as a partner, agent, or principal. Contractor shall not be entitled to any benefits accorded to Company’ employees including worker’s compensation, disability insurance, vacation or sick pay. Contractor shall be responsible for providing, including for Contractor’s employees and agents, at Contractor’s expense, and in Contractor’s name, disability, worker’s compensation or other insurance as well as licenses and permits, if any, that are usual or necessary for performing the services.

1.2       Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation, including estimated taxes and shall provide Company with proof of payment on demand. Contractor agrees to indemnify Company for any claims, losses, costs, fees, liabilities, damages or injuries suffered by Company arising out of Contractor’s breach of this section.

1.3       Subject to the terms and conditions of this Agreement, Contractor may represent, perform services for, and contract with as many additional clients, persons, or companies as Contractor, in his/her sole discretion, sees fit.

  1. CONTRACTOR’S RESPONSIBILITIES, WARRANTIES AND ACKNOWLEDGMENTS.

2.1       Contractor agrees to provide to Company, in the required timeframe, as an independent contractor, the services, projects and deliverables set forth on the attached Exhibit A, which is incorporated herein by this reference.

2.2       Contractor represents that he/she/it has the qualifications and ability to perform the services in a professional manner, without the advice or control of Company.

2.3       Contractor warrants the following: (i) that it shall perform under this Agreement in a  timely and professional manner using competent personnel having expertise suitable to its assignments; (ii) that its services and deliverables shall conform to or exceed, in all material respects, their specifications, as well as the standards generally observed in the industry for similar services and deliverables; (iii) that the services and deliverables supplied hereunder shall be free of defects in workmanship, design and material; (iv) to the best of Contractor’s knowledge, the services and deliverables delivered hereunder, and Company’ permitted use thereof, shall not infringe or violate any patent, copyright, trademark, trade secret, mask work or other proprietary or intellectual property right of any third party; (v) that the services and deliverables will be performed or delivered without the support, other then purely incidental support, of any institution of which the Contractor may be a student, staff member, or faculty member; and (vi) that it has full power and authority to make this agreement including but not limited to providing all intellectual property rights associated with work performed hereunder. 

2.4       Contractor warrants that the software delivered hereunder, if any, shall not include (i) software traps, viruses, worms, trap doors, back doors, time bombs or other means or functions which will detrimentally interfere with or otherwise adversely affect its use by Company or its customers, licensees, transferees, successors, or assigns, or which will damage or destroy data or other property of Company or its customers, licensees, transferees, successors or assigns; or (ii) master key access, ID, password feature or other means for access except as agreed by Company.

2.5       Contractor shall perform the obligations described in this Agreement itself and (if applicable) through its direct wholly-owned subsidiaries, provided such subsidiaries are disclosed in writing to Company.  All references to Contractor in this Agreement shall be deemed to include all such subsidiaries.  Contractor may not assign, delegate or subcontract this Agreement nor any of its rights, duties or obligations under this Agreement without Company’s prior express written consent.  Any purported assignment or delegation not consented to by Company shall be void at Company’s option and shall constitute a material breach of this Agreement.  Contractor acknowledges that Company has entered this Agreement in reliance on Contractor’s ability and agreement to personally perform its obligations hereunder.  In the event Company consents to any subcontracting, Contractor shall, on request by Company, provide Company with a copy of each subcontractor agreement.  Notwithstanding any Company consent to any subcontracting: (i) Contractor shall remain responsible for any and all performance required under this Agreement, including, but not limited to, the obligation to properly supervise, coordinate, and perform, all work required hereunder, and no subcontract shall bind or purport to bind Company; and (ii) such consent shall be subject to Company’s rights under this Agreement to approve or disapprove any personnel assigned to provide work hereunder.  Notwithstanding the foregoing, Company’s consent shall not be required for subcontractors that provide generic services to Contractor; provided such subcontractors are not directly involved in the provision of the Services to Company, will not be physically present at Company’s facilities, and will have no contact or use of Confidential Information (defined below).

2.6       In the event Contractor provides any third party software (the “Third Party Software”), including Open Source Software, to Company in connection with this Agreement, the following shall apply:  (1) Contractor shall specifically identify in writing all Third Party Software in writing to Company; (2) Contractor shall attach to such writing written copies of all third party license agreements applicable to Company; and (3) Contractor warrants that (i) it has the right to license any Third Party Software licensed to Company under this Agreement; (ii) to the best of Contractor’s knowledge, the Third Party Software does not, and the use of the Third Party Software by Company as contemplated by this Agreement will not, infringe any Intellectual Property rights of any third party; and (iii) unless specifically provided otherwise herein, Company shall have no obligation to pay any third party any fees, royalties, or other payments for Company’s use of any Third Party Software in accordance with the terms of this Agreement.  To the extent permitted by law or contract, Contractor shall pass through to Company the warranties for the Third Party Software.  For purposes of this provision, “Open Source Software” means any software, programming, or other Intellectual Property that is subject to (i) the GNU General Public License, GNU Library General Public License, Artistic License, BSD license, Mozilla Public License, or any similar license, including, but not limited to, those licenses listed at www.opensource.org/licenses or (ii) any agreement with terms requiring any Intellectual Property owned or licensed by Company to be (a) disclosed or distributed in source code or object code form; (b) licensed for the purpose of making derivative works; or (c) redistributable.

  1. COMPENSATION. In consideration for the services to be performed by Contractor, Company shall compensate Contractor as follows:

3.1       Company will pay Contractor the fees set forth on Exhibit A, which is incorporated herein by this reference.

3.2       At the beginning of each calendar month, Contractor will submit to Company an invoice for any services that Contractor rendered to Company during the prior calendar month (or upon such milestones, if any, as set forth on Exhibit A). Company agrees to pay the amount due to Contractor for services within thirty (30) days of receipt of Contractor’s invoice, or as otherwise set forth on Exhibit A. Notwithstanding the foregoing, Company shall have the right to withhold amounts it disputes in good faith as being owed to Contractor.

3.3       Contractor will be responsible for all expenses incurred in performing services under this Agreement unless otherwise specified in Exhibit A.

3.4       Except as set forth on Exhibit A or as otherwise agreed pursuant to a valid modification of this Agreement, there are no other fees or costs to be paid by Company under this Agreement.

3.5       The making of any payment or payments by Company, or the receipt thereof by Contractor, shall in no way affect the responsibilities and obligations of Contractor hereunder, and shall not imply acceptance by Company of any service or deliverable or the waiver of any warranties or requirements of this Agreement.

3.6       Withhold Remedy.  In addition to, and cumulative to all other remedies in law, at equity and provided under this Agreement, in the event Contractor is in material default of its duties or obligations under this Agreement and it fails to cure the default within fifteen (15) days after receipt of written notice of default from Company, Company may, without waiving any other rights under this Agreement, elect to withhold from the payments due to Contractor under this Agreement during the period beginning with the 16th day after Contractor’s receipt of notice of default, and ending on the date that the default has been cured to the reasonable satisfaction of Company, an amount that is in proportion to the magnitude of the default or the service that Contractor is not providing, as determined in Company’ reasonable discretion.  Upon curing of the default by Contractor, Company will cause the withheld payments to be paid to Contractor, without interest.  In the event it is finally determined that Company has withheld a payment in bad faith, such payment shall promptly be paid to Contractor.

  1. TERMINATION OF AGREEMENT.

4.1       This Agreement will become effective on the Effective Date stated above and, unless terminated earlier as set forth below in this Section 4, will terminate pursuant to the terms set forth in Exhibit A.

4.2       If at any time after commencement of the services required by this Agreement, Company, in its sole judgment, determines that such services are inadequate, unsatisfactory, no longer needed, or substantially not conforming to the descriptions, warranties, or representations contained in this Agreement, Company may terminate this Agreement upon notice to Contractor, in addition to any other relief to which Company may be entitled. Termination by Company under this Paragraph 4.2 shall not relieve Company of the obligation to pay Contractor for services rendered in conformance with the requirements herein prior to such notice of termination.

4.3       This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party or (b) the death of Contractor if Contractor is an individual or sole proprietorship.

 

  1. INDEMNITY. Contractor shall and does hereby indemnify, defend and hold harmless Company, and Company’ officers, directors, shareholders and agents from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys’ fees and costs, that Company incurs or suffers, or may incur or suffer, and that result from, or are related to:  (a) any breach by Contractor of, or failure of Contractor to perform, any of the representations, warranties, and agreements contained in this Agreement; or (b) any claim by a third party that the services or deliverables provided hereunder, or Company’ permitted use thereof, infringes a third party's patent, copyright, trademark, trade secret, mask work or other proprietary or other intellectual property right.  Company also agrees that, if any service or deliverable becomes, or in Contractor’s opinion is likely to become, the subject of an infringement claim as described in subsection (b) above, Company will permit Contractor, at Contractor’s option and expense for all associated costs, either (i) to procure the right for Company to continue to use such item, or (ii) to replace or modify the item with another item of comparable quality and performance capabilities which is non-infringing, provided such replacement or modification does not cause such item to fail to comply with any of the requirements of this Agreement.

  2. INSURANCE. If required by Company as a condition to engagement, Contractor will establish to Company that it has adequate insurance in the determination of Company.

  3. OWNERSHIP OF INTELLECTUAL PROPERTY

7.1       All results of Contractor’s performance of services for Company before, on or after the Effective Date, including but not limited to concepts, ideas, research, inventions, processes, techniques, product specifications, marketing plans, product designs, source code, graphics, drawings, artwork, designs, copy writing, forms, documents, and all other materials and work product, and all of Contractor’s deliverables under this Agreement, (collectively, the “Contract Work”), shall be the sole and exclusive property of Company, its successors and assigns, and shall be considered “work made for hire” under all relevant copyright laws. Contractor hereby irrevocably acknowledges and agrees to Company’ (and its successors and assigns) perpetual and complete ownership of all intellectual property and related rights in and to the Contract Work, and any and all derivative works thereof, and any and all elements of the foregoing, throughout the universe, in all languages and for all purposes. Contractor hereby waives the benefit of any law, doctrine or principle known as “droit moral,” or “moral rights of authors” or any similar law, doctrine or principle however denominated throughout the universe.

7.2       If, for any reason, the Contract Work, any and all derivative works thereof, and/or any and all elements of any of the foregoing, shall be deemed not to be a “work-made-for-hire” under the relevant copyright laws, Contractor shall assign without further consideration, and hereby irrevocably and perpetually transfers, conveys, assigns and grants, to Company and its successors and assigns, and Company hereby accepts from Contractor, any and all of Contractor’s right, title and interest in and to the Contract Work, any and all derivative works thereof, and/or any and all elements of any of the foregoing in all media and for all purposes.

7.3       Company shall have the right to have all or any of the Contract Work (including all or any derivative works thereof) copyrighted, trademarked or patented with the government of the United States or any applicable state or foreign government agency in the name of Company (or its customers or affiliates), at Company’ expense. On Company’ request, Contractor agrees to assist Company, at Company’ expense, to obtain patents or copyrights for such Contract Work, including the disclosure of all pertinent information and data, the execution of all applicable applications, specifications, oaths, and assignments, and all other instruments and papers which Company shall deem necessary to apply for and to assign or convey to Company, its successors and assigns or nominees, the sole and exclusive right, title and interest in such Contract Work. Prior to disclosure of Company’ Confidential Information (as defined below) to any employees or contract personnel of Contractor, Contractor shall obtain written assurances from such employees and contract personnel that they acknowledge and agree that they are subject to and bound by terms materially similar to those contained in this Agreement, including but not limited to the provisions in Sections 7 and 8 regarding ownership and confidentiality.

7.4       Contractor agrees to deliver to Company all Contract Work when Contractor no longer provides services to Company or upon request by Company at any other time while providing services to Company or thereafter, without retaining any copies or excerpts thereof.

7.5       The foregoing assignment obligations in this Section 7 shall not apply to any invention that Contractor made, conceived, first reduced to practice or developed entirely on his or her own time without using any of Company’ equipment, supplies, facilities or trade secret information unless such invention (1) relates, at the time of conception or reduction to practice, to Company’ business or actual or anticipated research or development; or (2) results from any work that Contractor performed for Company before, on or after the Effective Date.  To the extent that any items that fall under this Section 7.5 are incorporated into the Contract Work, Contractor will disclose the same to Company and does hereby grant Company a perpetual, irrevocable, unconditional, worldwide, exclusive, freely transferable, and freely sublicensable right and license under and to any and all intellectual property rights in the same, including but not limited to the right to display, modify, create derivative works based thereon, and otherwise use in any manner and on any media as Company or its successors may in their sole discretion determine

8. CONFIDENTIALITY & NON-SOLICITATION

8.1       Except to the extent necessary to perform the services requested pursuant to this Agreement and for the benefit of Company, Contractor will maintain in confidence and will not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any proprietary information or confidential information or know-how belonging to Company or about the business or affairs of Company or its customers or affiliates, whether or not it is in written or permanent form (“Confidential Information”). Confidential Information shall include, but not be limited to: information and data related to Company’ products or product plans; technical, development, customer, marketing, sales, operating, performance, cost, business, financial and process information and materials; computer programming techniques; customer lists; computer programs; drawings, diagrams, designs, specifications and data; information regarding Company’ internal business operations; reports and studies; all record-bearing media containing or disclosing proprietary information and techniques, and all samples, models, prototypes or parts thereof; trade secrets; discoveries, ideas and concepts; and all other information which a reasonable person would perceive to be sensitive or confidential information of Company.

8.2       Confidential Information shall not include any information which: (i) is already known to Contractor by lawful means prior to his or her dealings with Company, is publicly available at the time of disclosure to Contractor or becomes publicly available after such disclosure other than through breach of this Agreement or other wrongful act(s); (ii) is disclosed to Contractor by a third party where such disclosure does not comprise, result from or entail an obligation of confidentiality (or breach thereof) to Company or its customers or affiliates; (iii) has been independently developed by Contractor without use of or reference to the Confidential Information, as evidenced by appropriate documentation; or (iv) has been approved by Company in writing for release by Contractor.

8.3       When Contractor’s work with Company is concluded, or at any time upon the request of Company, Contractor agrees to promptly deliver to Company: (i) all originals and copies of all documents, records, software programs, media and all other tangible objects and materials containing or representing any Confidential Information, and (ii) all equipment, files, software programs, documents, records, media and all other personal property belonging to Company.

8.4       Contractor shall not, during the term of this Agreement and for a period of one (1) year immediately following the termination of this Agreement, or any extension of it, for any reason, either directly or indirectly: (a) call on, solicit, or take away any of Company’ customers or potential customers about whom Contractor became aware as a result of Contractor’s services to Company, either for Contractor or for any other person or entity; or (b) solicit or take away or attempt to solicit or take away any of Company’ employees or other contractors either for Contractor or for any other person or entity.

  1. CONFLICT OF INTEREST. Contractor warrants that Contractor is free to enter into this Agreement and that the performance of this Agreement by Contractor will not conflict with or constitute a breach under any other agreement or legal obligation to which Contractor is bound.

  2. MISCELLANEOUS PROVISIONS.

10.1     Assignment. This Agreement and all rights hereunder are personal to Contactor and may not be transferred or assigned by Contractor at any time.

10.2     Integration. This Agreement contains the entire agreement between the parties and supersedes all prior oral and written agreements, understandings, commitments, and practices between them, including all prior agreements, whether or not fully performed by Contractor before the date of this Agreement. No shrink-wrap, click-wrap, or other terms, conditions or agreements (“Additional Terms”) provided with any software shall be binding on Company, even if use of such software requires an affirmative “acceptance” of those Additional Terms before access is permitted. All such Additional Terms shall be of no force or effect and shall be deemed rejected by Company in their entirety.

10.3     Choice of Law. The formation, construction, and performance of this Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its rules pertaining to conflict of laws. Any action arising out of or relating to this Agreement shall be brought in the appropriate state or federal court located in Massachusetts and the parties expressly consent to exclusive venue and jurisdiction of the courts located in Massachusetts, for any such action.

10.4     Attorney Fees and Costs. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in the action or proceeding.

10.5     Equitable Relief. CONTRACTOR AGREES THAT IT WOULD BE IMPOSSIBLE OR INADEQUATE TO MEASURE AND CALCULATE COMPANY' DAMAGES FROM ANY BREACH OF THE COVENANTS SET FORTH HEREIN. ACCORDINGLY, CONTRACTOR AGREES THAT IF HE OR SHE BREACHES ANY SECTION OF THE AGREEMENT, COMPANY WILL HAVE AVAILABLE, IN ADDITION TO ANY OTHER RIGHT OR REMEDY AVAILABLE, THE RIGHT TO OBTAIN AN INJUNCTION FROM A COURT OF COMPETENT JURISDICTION RESTRAINING SUCH BREACH OR THREATENED BREACH AND TO SPECIFIC PERFORMANCE OF ANY SUCH PROVISION OF THIS AGREEMENT. CONTRACTOR FURTHER AGREES THAT NO BOND OR OTHER SECURITY SHALL BE REQUIRED IN OBTAINING SUCH EQUITABLE RELIEF AND CONTRACTOR CONSENTS TO THE ISSUANCE OF SUCH INJUNCTION AND TO THE ORDERING OF SPECIFIC PERFORMANCE.

10.6     Notices. Any notice required or permitted under this Agreement shall be given in writing, either by personal service or by registered or certified mail, postage prepaid, at the addresses set forth in the introductory paragraph to this Agreement. :

10.7     Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

10.8     Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be considered an original, and all of which taken together shall be considered one and the same instrument.

10.9     Waiver. The failure by Company at any time to require performance or compliance by Contractor of any of his obligations or agreements shall in no way affect the right to require such performance or compliance at any time thereafter. The waiver by Company of a breach of any provision hereof shall not be taken or held to be a waiver of any preceding or succeeding breach of such provision or as a waiver of the provision itself. No waiver of any kind shall be effective or binding, unless it is in writing and is signed by the party against whom such waiver is sought to be enforced.

10.10   Amendment. This Agreement may be altered, amended, modified, superseded canceled, renewed, or extended only by an agreement in writing executed by both Contractor and Company.

10.11   No License. Nothing in this Agreement is intended to grant any rights to Contractor under any patent, mask work right, copyright, trademark, trade secret or other intellectual property right of Company, and this Agreement shall not grant Contractor any rights in or to the Confidential Information.

10.12   Survival. Sections 1.1, 1.2, 2.2, 2.3, 2.4, 5, and all of Sections 7 through 10, inclusive, of this Agreement shall survive any termination or expiration of this Agreement.

 

Exhibit A - Schedule of Services

Pricing:

  • Student Ambassadors will be compensated at a rate of $15 per hour.

  • Payment will be calculated based on the actual time spent on calls.

  • The first payment will be made after the first four calls or first month, and every two weeks thereafter.

 

Deliverable:

  • Conduct 30-minute informational calls with prospective students/users of CollaboratHive.

  • Provide honest and transparent insights into campus life, student life, academics, and other relevant aspects of studying in the U.S. and Canada.

  • Answer questions to the best of their knowledge during the calls.

  • Follow up after the call if any question remains unanswered during the initial conversation.

  • Ambassadors are expected to manage their availability and schedule calls appropriately, ensuring a timely and professional interaction with prospective students.

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