THIS MARKETING AGREEMENT (this “Agreement” or this “Marketing Agreement”) is effective today, by and between STUDY GUIDE JOINT STOCK COMPANY (“Study Guide”), a joint stock company organized and existing in Viet Nam, with an address at Room 4.13, 38 Truong Quoc Dung, Phu Nhuan District, Ho Chi Minh City, Vietnam (“Company” or “We”) and “your school” (or “You”).
In consideration of the mutual covenants set forth herein, and intending to be legally bound thereby, the parties agree as follows:
1. DEFINITIONS.
The following definitions govern the meanings of the bold terms used in this Agreement:
1.1 “Potential customer” shall mean a person or entity who has interest in studying abroad in the “countries”, including but not limited to United States, Canada, and/or Australia. The potential customores have read, understand, agree to abide by the Privacy Policy of Study Guide, listed on https://thongtinduhoc.org (“the website”), and register an account to the website to seek for consultancy from Study Guide and its partners and/or subsidiary(ies).
1.2 “Subsidiary” shall mean a local agency who work with Study Guide as a sub agent and is bounded by Study Guide’s Terms of Services.
1.3 “The platform” shall mean all the tools and functions ready for use in the website.
1.4 “Remarketing” shall mean the correspondence between Study Guide and its registrants in the website including but not limited to telephone, email, sms marketing on the platform.
1.5 “Impression” shall mean the action of the potential customers on the platform toward the school’s marketing resources, include but not limited to follow the school article(s), view video(s), view banner(s), register seminar(s), read email(s), sms, notification(s) in the application, etc.
1.6 “Service fee” shall mean the marketing expense paid by the institutional partner to Study Guide as more particularly described in the pricing table below.
1.7 “Local partner(s)” shall mean the Vietnamese high school(s), college(s), university(ies), and/ or institution(s) who is (are) introduced to the school by Study Guide.
1.2 “Subsidiary” shall mean a local agency who work with Study Guide as a sub agent and is bounded by Study Guide’s Terms of Services.
1.3 “The platform” shall mean all the tools and functions ready for use in the website.
1.4 “Remarketing” shall mean the correspondence between Study Guide and its registrants in the website including but not limited to telephone, email, sms marketing on the platform.
1.5 “Impression” shall mean the action of the potential customers on the platform toward the school’s marketing resources, include but not limited to follow the school article(s), view video(s), view banner(s), register seminar(s), read email(s), sms, notification(s) in the application, etc.
1.6 “Service fee” shall mean the marketing expense paid by the institutional partner to Study Guide as more particularly described in the pricing table below.
1.7 “Local partner(s)” shall mean the Vietnamese high school(s), college(s), university(ies), and/ or institution(s) who is (are) introduced to the school by Study Guide.
2. STUDY GUIDE’S DUTIES (AGENT’S DUTIES)
Study Guide represents the school in Vietnam as a marketing agency to fulfil the duties and achieve marketing objectives as follow:
2.1 Provide access to the platform with relevant functions, marketing, remarketing service and service fee detailed in the pricing table below.
2.2 Perform the duties to a standard of care, skill and diligence maintained by persons providing, on a commercial basis.
2.3 Provide accurate and complete information about the school and its programs to all potential students.
2.4 Be a marketing agent only and have no authority to make binding commitments by or on behalf of the school.
2.5 Not do anything that will negatively impact the school’s reputation.
2.6 Not engage in any activities that would conflict with the best interest of the school.
2.2 Perform the duties to a standard of care, skill and diligence maintained by persons providing, on a commercial basis.
2.3 Provide accurate and complete information about the school and its programs to all potential students.
2.4 Be a marketing agent only and have no authority to make binding commitments by or on behalf of the school.
2.5 Not do anything that will negatively impact the school’s reputation.
2.6 Not engage in any activities that would conflict with the best interest of the school.
3. NOTICES
For purposes of this Agreements, any notice or other communication between the parties may be delivered by courier, mail, facsimile or electronic mail to the respective addresses of the parties as listed on the first page of this Agreements.
4. DURATION AND TERMINATION
4.1 This agreement becomes effective from today remains valid until the date the school cancel its subscription.
4.2 Study Guide reserves the right to modify, update and extend the Terms and Conditions from time to time.
4.3 The following provisions in this Agreement will survive termination of this Agreement: 5, 6, and 7.
4.2 Study Guide reserves the right to modify, update and extend the Terms and Conditions from time to time.
4.3 The following provisions in this Agreement will survive termination of this Agreement: 5, 6, and 7.
5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
5.1 The Agent shall treat as confidential and shall not, without prior written consent of the school, publish, release or disclose or permit to be published, released or disclosed, either before or after the expiration or sooner termination of this Agreement, any information supplied to, obtained by, or which comes to the knowledge of the Agent as a result of this Agreement except in so far as such publication, release or disclosure is necessary to enable the Agent to fulfil its obligations under the Agreement.
5.2 The personal information of the potential customers and/or students will be shared to the school and Study Guide’s Subsidiary with their consent upon their registration on the website, as the case may be, or otherwise in accordance with the laws of Vietnam.
5.3 All materials and information relating to the business of the school, including, without limitation, all manuals, documents, reports, equipment, working materials prepared by the school or by the Agent in the course of Agent’s provision of the Agent’s Duties are the benefit of the school and shall remain the property of the school.
5.2 The personal information of the potential customers and/or students will be shared to the school and Study Guide’s Subsidiary with their consent upon their registration on the website, as the case may be, or otherwise in accordance with the laws of Vietnam.
5.3 All materials and information relating to the business of the school, including, without limitation, all manuals, documents, reports, equipment, working materials prepared by the school or by the Agent in the course of Agent’s provision of the Agent’s Duties are the benefit of the school and shall remain the property of the school.
6. INDEMNITY
The Agent will indemnify and save harmless the school, its employees, officers, governors and agents from and against any and all liability or claim of liability of every kind and nature and for all damages, losses, costs, expenses, settlements and liability incurred by or threatened against the school and/or its employees, officers, governors and agents or the commencement of a prosecution or other legal or regulatory proceeding by a government authority arising in whole or in part from the Agent’s performance or nonperformance of its obligations under this Agreement. The benefit of any indemnity in this agreement shall extend to the employees, officers, governors and agents of the school.
7. LEGAL JURISDICTION
The Agent and the school shall be deemed to have been made in and shall be construed in accordance with the laws of Vietnam. Any legal proceedings taken with respect to any matter arising between the Parties under this Agreement shall be conducted in the courts of Ho Chi Minh City, Vietnam.
8. ENTIRE AGREEMENT AND AMENDMENT
This Agreement constitutes the entire agreement as between the parties relating to the appointment of the Agent. This Agreement supersedes any and all prior-existing agreements and understandings relating to the subject matter hereof that is not set forth herein may be relied upon by either party. This Agreement shall not be varied, modified, amended, supplemented or replaced, except by agreement of the parties in writing.
