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THE HUMAN DIVER MANDATED INSTRUCTOR PARTNER TERMS & CONDITIONS
Last Updated: 13 November 2023
These following 'Mandated Instructor Ambassador Terms & Conditions' (“Terms”) form a contract between The Human Diver (“The Company”) and the person applying for acceptance as a Mandated Instructor Ambassador of the Company (“MI Partner”) and are effective upon such person’s submission of an application to become a Mandated Instructor Ambassador of the Company. Where the term “MI Partner/s” is used, this refers to Mandated Instructor Ambassadors.
The Company provides MI Ambassadors with the opportunity to endorse the Company’s products and services, not for a share of the sales proceeds, but rather at a discounted rate for each student directed to the Company's ‘LEVEL 0: ESSENTIALS OF HUMAN FACTORS IN DIVING CLASS’ registration page. By guiding their students to undertake this course as preliminary training, MI Ambassadors ensure a consistent proficiency level among students prior to initiating their own training sessions. By participating in the MI Ambassadors Programme, the MI Ambassadors is agreeing to these Terms without modification. If the MI Ambassadors does not agree to these Terms the MI Ambassadors must not participate in the MI Ambassadors Programme.
- Application Process.
- The Company shall provide an application for all persons interested in becoming an MI Ambassadors. Applications shall not be considered complete unless they are filled out in their entirety and all information is true and accurate and reflects the applicant’s true identity. The Company shall review applications submitted and may accept or reject any application at its sole discretion. The Company shall notify applicants by email within a reasonable time following submission of the application and shall not be required to specify a reason if the Company rejects the application.
- Essentials Level 0 discounted price and payment system:
- The Company extends a preferential rate of $40 per student to MI Ambassadors for enrollments facilitated through the Company’s MI Ambassadors checkout page unique to each MI Ambassadors. After completing the free registration, students are granted complimentary access through The Company’s payment mechanism.
- On the of each month, MI Ambassadors are provided with a payment link via an email from the Company to remit payment to The Company for each registered student for the previous month. It remains the responsibility of the MI Ambassadors to ensure the accurate entry of their MI Ambassadors name, email address, and the total count of students enrolled for the respective month during the payment transaction.
- While the MI Ambassador benefits from a reduced rate of $40 per student, they retain the flexibility to recoup this cost, or potentially more, by transferring the expense to the student, a decision that remains at their sole discretion.
- MI Ambassadors Student Monitoring:
- The MI Ambassador shall receive access to an Airtable dashboard containing information of each student registered through their registration page including student progress through the programme for which they registered.
- Remittance of Student dues.
- At the end of each month, the MI Ambassador is obligated to remit payment to The Company corresponding to the tally of students who have enrolled for the Essentials Level 0 through the Mandated Instructor’s unique checkout page. It is the MI Ambassador's duty to ensure the precise entry of payment details, specifically their name, the student count, and the conclusive payment sum. The Company disclaims responsibility for any misdirected payments, whether attributed erroneously to a different MI Ambassador' or not processed, resulting from inaccuracies introduced by the MI Ambassador' during the payment procedure.
- The MI Ambassador' is mandated to forward student fees to The Company on a monthly basis. The Company retains the right to impose interest on any dues that remain unsettled beyond a 30-day window.
- Relationship of the Parties.
- The relationship between the MI Ambassador' and the Company is that of independent contractors. Nothing in these Terms shall create a Partner, agency, joint venture, employment, fiduciary or any other relationship between the Company and the MI Ambassador. The MI Ambassador' shall be responsible for payment of all taxes resulting from the MI Partner’s participation in the MI Ambassador Programme, including without limitation respective country and local income tax, VAT, GST, international tax, and any other tax imposed by any jurisdiction or taxing authority.
- Information Materials.
- The Company may provide information posters, Company logos, email, and other Information Materials for use by the MI Ambassador, (“Materials”).
- The Company grants to the MI Ambassador a revocable, non-exclusive, non-transferable, worldwide, royalty-free license to use these Information Materials while participating in the MI Ambassador Programme.
- The MI Ambassador' shall not make any other use of the Information Materials and may not alter the Information Materials or create any derivative works from them.
- Upon termination of the MI Ambassador Programme, the MI Ambassador' shall immediately cease using any Information Materials and shall immediately stop representing itself as an MI Partner of the Company.
- The MI Ambassador may use the Information Materials solely to promote the products or services of the Company. The MI Ambassador shall not state or imply the Company has endorsed the MI Ambassador.
- Marketing Practices.
- The MI Ambassador shall maintain on any website on which MI Ambassador Programme links are posted a privacy policy that complies with all federal, state, local and where applicable, international law.
- The MI Ambassador shall not promote the Company’s products or services in connection with any illegal activity, in any manner that infringes on the Company’s intellectual property rights or in any manner that damages the reputation of the Company.
- The MI Ambassador shall comply with all laws, rules and regulations from any applicable jurisdiction governing marketing, email marketing and MI Ambassador marketing.
- The MI Ambassador shall not make any claims, guarantees, representations or warranties about the Company’s products or services inconsistent with the Company’s own published materials.
- The MI Ambassador shall not offer monetary incentives or prizes to customers in return for the customer’s use of the MI Ambassador link. The MI Ambassador may offer customers its own products or services for a reduced or no charge for using the MI Ambassador link provided the MI Ambassador accurately describes such products or services and states that they are not endorsed by the Company.
- Term and Termination.
- An MI Partner’s participation in the MI Ambassador Programme commences upon the acceptance by the Company of the MI Ambassador’s application to participate in the MI Ambassador Programme.
- The Company may discontinue the MI Ambassador Programme at any time without advance notice. All Commissions earned in accordance with these Terms prior to termination shall be due to the MI Ambassador and paid in accordance with these Terms.
- The Company may terminate an MI Ambassador if the Company determines in its sole discretion that the MI Ambassador has breached these Terms or has engaged in conduct that would negatively impact the reputation or credibility of the Company. Termination of an MI Ambassador shall be effective upon notice to the MI Ambassador and may be made without offering a reason.
- The MI PAmbassador may terminate participation in the MI Ambassador Programme at any time upon written notice to the Company.
- The MI Ambassador’s obligations regarding confidentiality, indemnification, limitation of liability, intellectual property and dispute resolution shall survive the termination of the MI Ambassador’s participation in the MI Ambassador Programme.
- Disclaimers
- The MI Ambassador Programme, the Information Materials and the products and services are provided as-is. To the maximum extent permitted by law, the Company expressly disclaims all warranties, express, implied, or statutory, including but not limited to the implied warranties of merchantability or fitness for a particular purpose, noninfringement and any warranties arising out of the course of dealing, usage or trade.
- The Company does not warrant that the MI Ambassador Programme or Information Materials will meet the MI Ambassador’s specific requirements or will be error-free or uninterrupted.
- The Company expressly disclaims any liability for any conduct of any third-party provider.
- The Company makes no representations, warranties, or guarantees that the MI Ambassador will earn any specific amount of profit or that participation in the MI Ambassador Programme will result in the achievement of any level of income or other results in the MI Ambassador’s business.
- Confidentiality
- The MI Ambassador acknowledges that while participating in the MI Ambassador Programme the MI Ambassador may have access to and contact with Confidential Information (as defined below) of the Company. Neither the MI Ambassador nor any person acting under MI Ambassador’s control during or after the termination of the MI PAmbassador’s participation in the MI Ambassador Programme shall disclose to others or use for the MI Ambassador’s benefit or the benefit of others, any Confidential Information obtained. The term Confidential Information shall mean, by way of illustration and not limitation, and whether or not marked as confidential, all business information, electronic or otherwise, owned, possessed or used by the Company, including without limitation, trade secrets, designs, business methods and processes, vendor information, customer information, reports, technical data, computer programmes, software, marketing or business plans, forecasts, and unpublished financial data.
- The MI Ambassador’s obligations regarding Confidential Information shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach by the MI Ambassador; (ii) is generally disclosed to third parties by the Company without restriction on such third parties; (iii) is approved for release by written authorization of the Company; or (iv) is disclosed by the MI Partner in response to governmental or legal action.
- Limitation of Liability.
- If the MI Ambassador is dissatisfied with the MI Ambassador Programme the MI Ambassador’s exclusive remedy shall be to discontinue participation in the MI Ambassador Programme.
- The MI Ambassador absolves the Company of any liability that MI Ambassador or any person associated with MI Ambassador incurs from participating in the MI Ambassador Programme. The Company shall not be liable to the MI Ambassador for any kind of damages, including but not limited to direct, indirect, special, incidental, equitable, consequential, or lost profits that may result from participation in the MI Ambassador Programme, whether arising out of contract, tort, negligence, strict liability or other legal theory even if the Company has been advised of the possibility of such damages. Some states may not recognize the exclusion or limitation of damages in which case the foregoing limitations may not apply to the MI Ambassador.
- To the extent that any court or arbitrator determines the Company is liable for damages notwithstanding the Company and MI Ambassador’s agreements hereunder absolving the Company of any liability, the Company’s cumulative liability for any loss or damage to the MI Ambassador or any person claiming through the MI Ambassador shall be limited to the Commissions paid during the immediately preceding month prior to the date giving rise to any claim for liability or damages.
- Indemnification
- MI Ambassador shall defend, indemnify and hold the Company harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, expenses and third-party claims and causes of action, including, without limitation, reasonable attorney’s fees, relating to or arising out of (a) MI Ambassador’s breach of these Terms, (b) misuse, fraud, or deceptive conduct by MI Ambassador or anyone acting on MI Ambassador’s behalf, or (c) claims related to any marketing media created by MI Ambassador.
- Disputes/Choice of Law.
- The MI Ambassador expressly waives any claims the MI Ambassador may have related to the MI Ambassador Programme. To the extent the MI Ambassador attempts to assert any such claim, the MI Ambassador shall present such a claim only through binding arbitration. The MI Ambassador shall arrange for virtual arbitration or if virtual arbitration is not available then such arbitration shall occur in the United Kingdom where the Company resides. The MI Ambassador shall only bring individual claims and waives any right to class arbitration. It shall be a precursor to any arbitration filing that the MI Ambassador first attempts to resolve any dispute through good faith negotiations with the Company. These Terms shall be governed by and construed in accordance with the internal laws of the United Kingdom.
- Severability
- If any term or provision of these Terms is found invalid, illegal, or unenforceable by a court or arbitrator, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify such term or provision or shall instruct a court or arbitrator to modify such term or provision to affect the original intent of the parties.
- Waiver
- No waiver by the Company of any of the provisions of these Terms shall be effective unless explicitly set forth in writing and no waiver by the Company shall operate as a waiver of the same or any other provision in the future.
- Assignment
- The MI Ambassador may not assign, transfer, subcontract or delegate any right or obligation under these Terms.
- Section Headings.
- Section headings are for convenience only and shall not be used to interpret these Terms.
- Entire Agreement/Amendment.
- These Terms constitute the entire agreement of the parties with respect to the subject matter of these Terms and supersede all prior agreements, written and oral. These Terms may be amended at any time by the Company upon notice to the MI Ambassador by email. The MI Ambassador’s continued participation in the MI Ambassador Programme shall be deemed acceptance of the modified Terms.
- Notice
- Each party shall deliver all notices under these Terms (a “Notice”) by email, if to the Company to the email used by the Company to communicate with the MI Ambassador, and if to the MI Ambassador to the email included in the application. Either party may modify their email address by notifying the other party.
- Force Majeure.
- The Company shall not be in breach of these Terms for any failure or delay in fulfilling its obligations under these Terms to the extent such failure or delay is caused by acts or circumstances beyond the reasonable control of the Company (a “Force Majeure Event”), including without limitation acts of God, natural disasters, governmental actions, pandemics, war or conflict, terrorism, power outages, or telecommunications failures.
- Electronic Signatures and Counterparts.
- These Terms may be signed electronically, and copies of these Terms shall have the same effect as originals.
