Terms and Conditions

These terms and conditions along with Recruiter’s application form, dashboard and documents referred to in
these Terms and Conditions serve as a binding agreement (the "Agreement") between Assist
Intercambio, hereinafter referred to as the recruiter (the "Recruiter"), and ApplyBoard Inc., hereinafter
referred to as ApplyBoard ("ApplyBoard"), with respect to the recruitment of international Students who are
interested in applying for admission to ApplyBoard Partners through the ApplyBoard Platform.

By indicating Recruiter’s acceptance by clicking on the appropriate button, when signing up to become a
recruitment partner of ApplyBoard, Recruiter is hereby agreeing to be bound by the terms of this
Agreement. If Recruiter does not accept and agree to be bound by these Terms and Conditions, please do
not access or use the ApplyBoard Platform.

If Recruiter has any questions or concerns about the terms of this Agreement, please contact ApplyBoard at
[email protected].

1. Definitions

In these Terms and Conditions:

a. "Agreement" has the meaning set out in the first paragraph of these Terms and Conditions.

b. "Applicable Law" means any domestic or foreign law, rule, statute, subordinate legislation,
regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or
judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty,
directive, or other requirement or guideline published or in force at any time during the Term
which applies to or is otherwise intended to govern or regulate any person (including any Party),
property, transaction, activity, event or other matter, including any rule, order, judgment, directive
or other requirement or guideline issued by any Governmental or Regulatory Authority.

c. "ApplyBoard Partner" means any institution, companies, organisations, associations or

individuals that have entered into an agreement with ApplyBoard to use or promote ApplyBoard
Services, or to enable their employees or Students to use or promote ApplyBoard Services.

d. "ApplyBoard Platform" means the ApplyBoard dashboard, website and the ApplyBoard Services,
as modified from time to time.

e. "ApplyBoard Services" means ApplyBoard’s business of providing Students with the ability to
investigate the process of becoming a Student at certain ApplyBoard Partners (including by
providing information respecting visa Applications and program information), and the ability to
apply for admission to certain Programs of such institutions.

f. "Bribery Laws" has the meaning set out in Section 8(a)(ix).

g. "Commission" has the meaning set out in Section 12(a).

h. "Confidential Information" means information considered confidential or proprietary by

ApplyBoard, including the ApplyBoard Platform and Content, its business plan and strategy, any
design, prototype, compilation of information, data, program, method, invention, license,
technique or process, information relating to any ApplyBoard service, ApplyBoard’s software,
website and web platform, client and Student information, financial information, marketing
information, intellectual property, business opportunities, or research and development.

i. "Contact" means Recruiter’s contacts, both existing and new, that are institutions, associations or
individuals to whom Recruiter promotes the ApplyBoard Services in accordance with this
Agreement.

j. "Content" has the meaning set out in Section 2(b).

k. "Educational Records" has the meaning set out in Section 10(b).

l. "Event of Default" has the meaning set out in Section 20(b).

m. "Governmental or Regulatory Authority" means any national, provincial, territorial, state,

county, municipal, quasi-governmental or self-regulatory department, authority, organization,
agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister,
Crown corporation, or court or other law, rule or regulation-making entity having or purporting to
have jurisdiction over ApplyBoard, Recruiter, or any other person, property, transaction, activity,
event or other matter related to this Agreement, including subdivisions of, political subdivisions of
and other entities created by, such entities.
 n. "Initial Term" has the meaning set out in Section 19.

o. "Party" means each of ApplyBoard and Recruiter, and "Parties" means ApplyBoard and Recruiter
collectively.

p. "Personal Information" means information about an identifiable individual.

q. "Program" means a study program, language programs, summer camps, including one of the
academic programs or a program specifically designed to transition international Students
(sometimes referred to as a pathway program), offered by the ApplyBoard Partners.

r. "Public Official " means any political party or political party official or candidate for office or any
person: (a) holding a legislative, administrative or judicial office; (b) employed or appointed by a
Governmental or Regulatory Authority; or (c) employed or acting on behalf of an agency,
department, corporation, board, commission or enterprise that is controlled by a Governmental or
Regulatory Authority.

s. "Recruiter" means you, being the person agreeing to this Agreement, on your own behalf, or on
behalf of any organization which you may represent.

t. "Recruitment Services" has the meaning as described in Section 4.

u. "Renewal Term" has the meaning set out in Section 19.

v. "Students" means students that meet the criteria in these Terms and Conditions who have
indicated a desire to become a student of an ApplyBoard Partner in one of the countries in which
ApplyBoard Partners are located, and each one is a "Student".

w. "Term" means the Initial Term and any Renewal Terms.

x. "Territory" means the country of residence of Recruiter, unless otherwise agreed by ApplyBoard.

y. "Trademarks" has the meaning set out in Section 18(a).

2. Changes to Terms and Conditions and ApplyBoard Website

a. Except where prohibited by Applicable Law, ApplyBoard reserves the right to change these Terms
and Conditions at any time without notice. Your continued access to or use of the ApplyBoard
Platform after any changes to these Terms and Conditions indicates Recruiter’s acceptance of such
changes. It is Recruiter's responsibility to review these Terms and Conditions regularly.

b. ApplyBoard reserves the right to change any information, material or content (including, pricing,
features and availability of the ApplyBoard Platform and ApplyBoard Services) contained on or
provided through the ApplyBoard website (the "Content") at any time, and from time to time,
without notice.

3. Use of the ApplyBoard Website

As a condition of Recruiter’s use of the ApplyBoard Platform, Recruiter covenants, represents and
warrants that: (a) Recruiter has reached the age of majority in Recruiter’s jurisdiction of residence; (b)
Recruiter possesses the legal authority to create a binding legal obligation; (c) Recruiter will use the
ApplyBoard Platform in accordance with these Terms and Conditions; (d) all information supplied by
Recruiter to ApplyBoard or the ApplyBoard Platform is true, accurate, current and complete; and (e) if
Recruiter is accessing or using the ApplyBoard Services and ApplyBoard Platform on behalf of another
person or a corporate entity, that Recruiter has the authority to bind such person or entity to this
Agreement.

4. Recruitment Services and Obligations

Subject to the restrictions in these Terms and Conditions, ApplyBoard hereby engages Recruiter, on a
non-exclusive basis, in the Territory, to be ApplyBoard’s representative during the Term and to perform
the following services (the "Recruitment Services"):

a. promote ApplyBoard Partners and the Programs, to institutions, families and Students at seminars,
fairs, meetings, through Recruiter’s website and other media prepared by Recruiter, and any other
appropriate opportunities, in each case, with integrity and accuracy;

b. identify Students in an honest, ethical and responsible manner;

c. recruit and assist in the recruitment of Students to enroll in Programs, including assisting Students
to complete forms or applications for Programs;
d. before the Student completes an application to an ApplyBoard Partner, ensure that the Students
are given accurate information about:

i. the ApplyBoard Partners and their facilities, equipment and resources;

ii. the Programs;

iii. the ApplyBoard Partners’ relevant tuition and fees and refund requirements;

iv. living in Canada, the United States, United Kingdom or other applicable country, including
information about campus location and costs of living;

v. the minimum level of language ability, educational qualifications and work experience
required for acceptance into a Program;

vi. the fact that the Student has visa requirements that must be satisfied; and

vii. the fact that Students must have a primary purpose of studying and must study on a full-time
study basis.

e. ensure that Students submit complete applications for Programs, and all required supporting
documentation, on or before the deadlines set by ApplyBoard;

f. obtain signed personal information consents from Students to allow Recruiter to share information
with the ApplyBoard Partners and ApplyBoard and authorizing the Recruiter to deal with the
ApplyBoard Partner on behalf of the Student (Data Subject) (The ApplyBoard Partners’ specific
consent document will be downloadable via the Student account);

g. arrange for Students to take any relevant academic and language tests, and ensure such testing is
performed with integrity and by qualified institutions;

h. verify that all Students’ degrees and transcripts are authentic by, at a minimum, physically
reviewing all required documents in their original form or certified copies thereof;

i. ensure that relevant fees and charges accompany Students’ applications;

j. collect and forward, within five days of receipt, all fees and charges payable to ApplyBoard or
ApplyBoard Partners by Students;

k. advise Students that they are required to provide ApplyBoard with a physical address (that is not
Recruiter’s address);

l. advise Students that they are required to provide ApplyBoard with an email address (that is not
Recruiter’s email address);

m. if a Student’s visa application is refused, advise the Student that he or she is entitled to a refund of
the Student’s fees and obtain an address (not Recruiter’s address) from such Student and forward
such address to ApplyBoard to enable ApplyBoard to process the refund (The actual amount of a
refund paid by an ApplyBoard Partner is not controlled by ApplyBoard and is subject to each of the
ApplyBoard Partner’s policies.);

n. perform such other services and provide such reports or information as requested by ApplyBoard,
including tuition deposit receipts, copies of visas and any other information requested by
ApplyBoard;

o. report to ApplyBoard on Student activity and provide ApplyBoard with market insights regarding
the recruitment of Students in the Territory;

p. be fully responsible for all acts of Recruiter’s sub-agents or designees; and

q. support ApplyBoard’s representatives, where required, to finalize Students’ registrations for the
Program;

r. provide the offer document and visa document to the Student within 24 hours of receiving the offer
documents;

s. work proactively with ApplyBoard to convert Students issued with offer documents to confirmation
stage and hence to enrolment; and

t. Recruiter will not contact ApplyBoard Partner at any point without having written consent from
ApplyBoard
5. Non-Exclusive Relationship; Change or Rejection of Recruiter

a. Nothing herein will be construed as granting Recruiter any exclusive rights to perform the
Recruitment Services set forth herein or otherwise to promote the ApplyBoard Services.

b. Recruiter acknowledges that ApplyBoard is free to use other recruitment partners and resources to
find and pursue sales opportunities, or to find and pursue sales opportunities directly.

c. If a Student indicates that the Student intends to use a different recruiter in place of Recruiter,
ApplyBoard reserves the right to disqualify or replace a recruiter of record for any Students, at any
time, which could mean that Recruiter could be rejected, disqualified or removed from the
provision of the Recruitment Services for a Student.

d. If a Student intends to use Recruiter in place of another recruiter, Recruiter should follow the policy
and procedures provided by ApplyBoard to change the recruiter of record for a Student. Recruiter
can submit a recruiter of record transfer form at any time before a Student tuition deposit has
been received by the ApplyBoard Partner in Canada or before the Student accepts an offer in the
United States. The complete policy and procedure that a Recruiter must follow can be found at
https://www.applyboard.com/info/recruiter-of-record, and such policy and procedures may be
updated from time-to-time by ApplyBoard. ApplyBoard may contact each Student directly or with
Recruiter’s assistance to confirm a change of recruiter.

6. ApplyBoard Partners

Recruiter acknowledges and agrees that Recruiter is authorized only to represent ApplyBoard under
this Agreement as expressly authorized by ApplyBoard, not any of ApplyBoard Partners to which
Students may apply through the ApplyBoard Services, and must therefore: (a) not make any specific
reference to ApplyBoard Partners in providing the Recruitment Services, including by using the name,
logo or other information respecting the ApplyBoard Partners other than the name of the ApplyBoard
Partner in a manner approved by ApplyBoard as a representative of ApplyBoard; and (b) immediately
forward to ApplyBoard any orders or other requests received by Recruiter relating to the ApplyBoard
Services.

7. Fees for ApplyBoard Services

a. All applications for ApplyBoard Services submitted by Recruiter on behalf of a Student will be
subject to acceptance by ApplyBoard (which acceptance may be made verbally). ApplyBoard
reserves the right to accept or reject any application, order or request in its sole discretion.

b. The prices and other terms of sale of the ApplyBoard Services will be determined solely by
ApplyBoard.

c. Recruiter has no authority to negotiate or finalize sales on behalf of ApplyBoard (except in case-by-
case situations where such authority is expressly granted by ApplyBoard in writing in advance), or
to accept any cancellation of orders or applications or otherwise represent ApplyBoard except as
specifically described in this Agreement.

8. Recruiter Representations and Warranties

a. Recruiter covenants, represents and warrants that Recruiter:

i. has the full power to enter into this Agreement and to perform Recruiter’s obligations
hereunder;

ii. has in place any necessary licences and permissions to perform the Recruitment Services in
the Territory;

iii. will comply with all Applicable Laws in the provision of the Recruitment Services and
performing its obligations under this Agreement;

iv. will perform the Recruitment Services in a professional manner that reflects favourably at all
times on the reputation of ApplyBoard;

v. will not engage in deceptive, dishonest, misleading, illegal or unethical practices that might
reasonably be detrimental to ApplyBoard or the ApplyBoard Services, including:

A. suggesting to Students that they can come to Canada or the United States, United
Kingdom or other on a student visa with a primary purpose other than full time study;

B. encouraging Students, who do not comply with academic, language or visa requirements,
to submit applications;
 C. making any representations or offer any guarantees to Students about whether they will
be granted a student visa;

D. submitting any false visa documentation;

E. engaging in false or misleading advertising or recruitment statements; or

F. making inaccurate claims of association with ApplyBoard or with any ApplyBoard

Partners;

vi. will not make any representations, warranties or guarantees about ApplyBoard, the
ApplyBoard Services, or any ApplyBoard Partners available through the ApplyBoard Services,
unless expressly authorized in writing by ApplyBoard, as applicable;

vii. will not use marketing and informational material unless provided by or approved by
ApplyBoard;

viii. is not and, if Recruiter is an entity, Recruiter’s owners, directors, officers or principals, are not,
a Public Official, and Recruiter will, and will promptly inform ApplyBoard of any changes in this
regard;

ix. is familiar with the Corruption of Foreign Public Officials Act (Canada), the Bribery Act 2010
(c.23) (England and Wales) , and the Foreign Corrupt Practices Act (United States) , as well as
all other Applicable Laws in the United States, Canada and the Territory pertaining to anti-
bribery and anti-corruption ("Bribery Laws");

x. will, at all times, comply with all Bribery Laws in carrying out Recruiter’s obligations under this
Agreement and will not take any action or fail to take any action that could cause ApplyBoard
to violate any Bribery Laws;

xi. will, at all times, comply with the Family Educational Rights and Privacy Act, 20 U.S.C. &
1232g, and its implementing regulations, 34 C.F.R. & Pt. 99;

xii. will, at all times, charge Students a reasonable fee for the services provided by Recruiter to
such Students that is in accordance with industry standards in the Student’s country of
residency or where the Student has been recruited;

xiii. will not release or disclose the Educational Records of any Student without the express written
authorization of the Student; and

xiv. will promptly respond in reasonable detail to any notice from any ApplyBoard reasonably
connected with the obligations of such Recruiter contained in this Section 8 and to furnish
applicable documentary support for such response upon request from ApplyBoard.

b. RECRUITER COVENANTS, REPRESENTS AND WARRANTS THAT RECRUITER WILL NOT:

i. PROVIDE ANY IMMIGRATION OR VISA RELATED ADVICE, AT ANY STAGE OF AN APPLICATION OR

PROCEEDING (INCLUDING PRIOR TO AN APPLICATION BEING MADE), TO STUDENTS UNLESS
RECRUITER COMPLIES WITH APPLICABLE LAW IN THE COUNTRY TO WHICH THE STUDENT IS
APPLYING AND, IF REQUIRED, BEING REGISTERED PURSUANT TO SUCH APPLICABLE LAW,
INCLUDING, TO THE EXTENT APPLICABLE TO CANADIAN RECRUITERS, COMPLYING WITH AN
ACT TO AMEND THE IMMIGRATION AND REFUGEE PROTECTION ACT S.C. 2011, C.8, AS
UPDATED OR AMENDED FROM TIME TO TIME, AND THE REGISTRATION REQUIREMENTS
REFERRED TO THEREIN;

ii. CHARGE A RELATED FEE OR OTHER CONSIDERATION TO STUDENTS FOR ANY IMMIGRATION
OR VISA RELATED ADVICE UNLESS QUALIFIED UNDER APPLICABLE LAW; AND

iii. WILL RE-DIRECT STUDENTS TO A REGISTERED ADVISOR.

9. Suspension; Preventative and Corrective Action

a. If ApplyBoard becomes aware that Recruiter has failed to comply with any of Recruiter’s obligations
or restrictions in this Agreement, including if ApplyBoard becomes aware that Recruiter, an
individual counsellor employed by Recruiter, sub-agent or a particular branch office or region of
Recruiter has committed: (i) a material breach of this Agreement; or (ii) any Event of Default,
ApplyBoard reserves the right, in its discretion, to immediately: (A) suspend Recruiter’s ability to
use the ApplyBoard Services and ApplyBoard Platform; (B) put Recruiter on probation, for a period
determined by ApplyBoard; (iii) take immediate preventive and corrective action against Recruiter,
an individual counsellor employed by Recruiter, sub-agent or a particular branch office or region of
Recruiter, including in accordance with subsection (b).
 b. Without limiting ApplyBoard’s ability to terminate this Agreement in accordance with Section 20, if
required by ApplyBoard, Recruiter will participate in preventative and corrective action, including:
(i) perform or require that Recruiter, individual counsellors employed by Recruiter, sub-agents or a
particular branch office or region of Recruiter attend Recruiter or ApplyBoard training sessions; and
(ii) review or require that such persons review all the documentation required to represent
ApplyBoard professionally at all times, as provided by ApplyBoard.

c. If Recruiter is suspended pursuant to Section 9(a) or this Agreement is terminated, for whatever
reason, ApplyBoard reserves the right, without limiting its other rights and remedies, to: (i) contact
any of Recruiter’s Students directly; (ii) notify ApplyBoard Partners and publish a notice regarding
Recruiter’s suspension or termination. Recruiter will not be entitled to any Commission for any
Student who is not, at the time, enrolled at an ApplyBoard Partner.

d. ApplyBoard may suspend Recruiter’s use of the ApplyBoard Platform if Recruiter does not use the
ApplyBoard Platform.

e. If a Recruiter is suspended for non-use of the ApplyBoard Platform or commits a breach of this
Agreement or other Event of Default, any Students listed under a Recruiter’s profile will revert back
to the common pool within the ApplyBoard Platform, and if any Students also applied through
another recruiter or directly to ApplyBoard, in addition to Recruiter, such Students will be removed
from Recruiter’s dashboard of the ApplyBoard Platform.

f. During a period of suspension, a Recruiter: (i) cannot apply for new Students; (ii) cannot apply for
new Programs for existing Students; (ii) can access all existing Students of Recruiter and respond
to notes and other enquiries from such Students. A suspension does not mean Recruiter’s account
has been terminated. If suspended Recruiter should contact Recruiter’s ApplyBoard account
manager directly or via [email protected]

10. Privacy

a. How ApplyBoard handles personal information is governed by ApplyBoard’s privacy policy

accessible via: https://www.applyboard.com/privacy-policy

b. Recruiter covenants, represents and warrants that: (i) as a necessary party enabling ApplyBoard
to carry out its obligations to the ApplyBoard Partners, Recruiter and ApplyBoard has a legitimate
educational interest in access to the educational records and information (the "Educational
Records") concerning Students; and (ii) in the United States Recruiter and may have access to
such Educational Records subject to and in accordance with 34 C.F.R. 99.31(a)(1)(B).

c. Notwithstanding Section 16(f), Recruiter will not disclose any Personal Information of Students
other than in accordance with the performance of the Recruitment Services except with the
permission of ApplyBoard.

d. Recruiter will use organisational and technical measures to safeguard any personal information of
Students in its possession and control.

e. Recruiter will store, process, transmit and otherwise use all personal information of Students in
compliance with Applicable Law, including laws applicable to privacy.

f. Recruiter will not use personal information of Students for any reason other than for the
performance of the Recruitment Services for the Students and for communicating with ApplyBoard
Partners and ApplyBoard.

g. Recruiter will immediately notify ApplyBoard if it becomes aware of a security or privacy breach
affecting the personal information of Students.

11. ApplyBoard Obligations

a. During the Term, ApplyBoard will provide Recruiter with ApplyBoard Services information, sales
and other assistance as may reasonably be necessary for Recruiter to perform the Recruitment
Services hereunder.

b. From time to time, ApplyBoard may provide written or electronic materials to Recruiter to aid in
the performance of the Recruitment Services. Recruiter will use such materials only for the purpose
of performing the Recruitment Services and specifically for the purposes specified by ApplyBoard
in relation to such materials, and will not copy, publish, modify, alter or otherwise improperly use
such materials, including to represent the ApplyBoard Services inaccurately or to provide to any
competitor of ApplyBoard.

c. ApplyBoard will duly process all completed applications received (but is under no obligation to
accept any Students referred by Recruiter).
 d. ApplyBoard may monitor and evaluate the activities of Recruiter, including performing regular
face-to-face meetings, telephone correspondence, requesting reports detailing Student
recruitment processes, progress and outcomes, in addition to requesting information regarding
Recruiter’s activities via Student and parent feedback.

12. Recruiter Commission; Return of Commission

a. Subject to Recruiter’s compliance with the terms of this Agreement, including the exclusions in
Section 13 and the requirements in Section 15, in consideration for Recruiter’s provision of the
Recruitment Services, ApplyBoard will pay a commission for any Student that Recruiter
successfully recruits in a calendar year, based on the estimated commission shown on Recruiter’s
dashboard on the ApplyBoard website (the "Commission"), being a percentage of the commission
that ApplyBoard receives from the ApplyBoard Partner or other amount. Recruiter acknowledges
that the actual Commission paid could be higher or lower than the estimate shown on the
dashboard.

b. Subject to Recruiter’s compliance with the terms of this Agreement, including the exclusions in
Section 13 and the requirements in Section 15, Recruiter will receive the Commission 30 days after
ApplyBoard receives the funds from the ApplyBoard Partner when the Student has landed in either
Canada, the United States or the United Kingdom, as applicable, if the Student:

i. is enrolled in a qualified Program at the ApplyBoard Partner, as selected through ApplyBoard;

ii. has paid the respective Program fees to the ApplyBoard Partner they will be attending; and

iii. successfully begins their education in the selected Program and attend the minimum number
of classes prescribed by the ApplyBoard Partner.

c. For greater certainty, ApplyBoard will NOT pay Commission if the Student:

i. withdraws before the Program commences for whatever reason and does not begin their
education;

ii. is accepted into the ApplyBoard Partner, but is not granted a study permit;

iii. withdraws from the Program before attending a certain number of classes (specific to each
institution);

iv. does not pay their tuition fee; or

v. lands in Canada or the United States or the United Kingdom but does not attend the
institution selected.

d. If a Student withdraws or is withdrawn from a Program before paying tuition in full, or if as a result
of a Student’s withdrawal, ApplyBoard or an ApplyBoard Partner is required to refund all or a
portion of the Student’s paid tuition, Recruiter will refund to ApplyBoard any Commission paid to
Recruiter pro rata based on the amount of paid tuition refunded. The actual amount of a refund
paid by an ApplyBoard Partner is not controlled by ApplyBoard and is subject to each of the
ApplyBoard Partner’s policies.

e. If more than one Recruiter makes a claim for a Commission for the same Student, payment of the
Commission will be made to Recruiter that has submitted a tuition receipt on behalf of the Student.

f. For Students receiving a reduced tuition rate due to an awarded scholarship or Students receiving
a reduced tuition rate in the form of a Program waiver, Recruiter will receive Commission based on
the decreased tuition amount.

g. For Students who elect to pay according to a payment plan, Recruiter will receive Commission
calculated based on the amount actually paid by the Student at the time the Commission is paid to
Recruiter.

For more details about commission click here.

13. Exclusions From Commission Payments

a. Recruiter will not receive a Commission for Students that apply to a United States ApplyBoard
Partner, and who at the time of application are known by Recruiter will become United States
citizens, United States permanent residents or conditional permanent residents, or who hold other
eligible non-citizen immigration designations.

b. Recruiter will not receive a Commission for Students that apply to a Canadian ApplyBoard Partner,
and who at the time of application are known by Recruiter will become Canadian citizens, Canadian
 permanent residents or conditional permanent residents, or who hold other eligible non-citizen
immigration designations.

c. Recruiter will not receive a Commission for Students that apply to a United Kingdom ApplyBoard
Partner, and who at the time of application are known by Recruiter will become United Kingdom
citizens, United Kingdom residents or conditional permanent residents, or who hold other eligible
non-citizen immigration designations.

d. Recruiter will not receive Commission: (i) if fraudulent documents are submitted to ApplyBoard on
behalf of a Student; (ii) if a Recruiter provides fraudulent advice to a Student; or (iii) if Students are
recruited through ApplyBoard’s own recruiting efforts.

14. Recruiter Expenses

a. Recruiter will be solely responsible for all expenses incurred as a direct or indirect result of the
performance of the Recruitment Services, including expenses for advertising, promotional
activities, travelling to roadshows, and meeting Students. Recruiter will not be entitled to
reimbursement of such expenses by ApplyBoard, unless the Parties otherwise expressly agree in
writing.

b. Recruiter will pay, at Recruiter’s expense, all applicable federal, provincial and local taxes under
Applicable Law associated with Recruiter’s provision of the Recruitment Services, including income
taxes, and all other amounts required to be paid in respect of money paid to Recruiter will be at
Recruiter’s expense unless otherwise agreed to in writing by ApplyBoard.

15. Creation of Invoice Template

a. To receive Commission Recruiter must create an ApplyBoard invoice template and must:

i. review the list of Students on the invoice, including name, date of birth, and current Program
of the Student;

ii. complete the bank details section of the invoice; and

iii. complete the company details section of the invoice.

b. Recruiter commission payments will be transferred to the bank account of the business that is
registered with ApplyBoard in the country where the business is located.

c. If the beneficiary named on the bank account is different than the name registered with
ApplyBoard due to the type of entity, such as a proprietary business where the bank account might
be in the name of the owner instead of the business name, the Recruiter must provide a
declaration letter. Additionally, proof of ownership must be presented mentioning the above facts
and relieving ApplyBoard of any future liability. The account should be in a bank in the country of
domicile of the Recruitment Partner.

d. If the beneficiary name is different and not covered above (proprietary business), the Recruiter
needs to provide a declaration letter, along with proof of ownership, relieving ApplyBoard from any
future liability. The account should be in a bank in the country of domicile of the Recruiter.

e. No payment will be made to a bank account of any relatives or family members of a Recruiter.

f. No payment will be made to a bank account in a country other than the country where the
Recruitment Partner’s business is registered as per ApplyBoard’s records.

For more information on how to claim your commission please visit

https://www.applyboard.com/commission

16. Confidential Information

a. Recruiter must keep the terms of this Agreement and all information provided by ApplyBoard
confidential, except to the extent required to perform the Recruitment Services.

b. Recruiter acknowledges that, during the course of this Agreement, Recruiter may be exposed to
Confidential Information.

c. At all times during the Term and at all times following termination of this Agreement, whether
voluntary or involuntary:

i. Recruiter will maintain all Confidential Information in strict confidence, will take all necessary
precautions against unauthorized disclosure of the Confidential Information, and will not
directly or indirectly, disclose, allow access to, transmit or transfer any Confidential
 Information to a third party without the knowledge and express written consent of
ApplyBoard;

ii. Recruiter will not use, disclose or reproduce the Confidential Information except as reasonably
required in the performance of the Recruitment Services and with the knowledge and express
written consent of ApplyBoard; and

iii. Recruiter will advise ApplyBoard immediately in writing of any misappropriation, disclosure,
conversion or misuse by any person of any Confidential Information of which Recruiter may
become aware.

d. Recruiter will immediately return to ApplyBoard all Confidential Information which is in Recruiter’s
possession or control upon the earlier of a request by ApplyBoard or the termination of this
Agreement (whether voluntary or involuntary).

e. Recruiter specifically acknowledges and agrees that damages may not be an adequate remedy to
compensate ApplyBoard for any breach of Recruiter’s obligations contained herein, and
accordingly Recruiter agrees that in addition to any and all other remedies available, ApplyBoard
will be entitled to obtain relief by way of a temporary or permanent injunction to enforce these
obligations.

f. The non-disclosure obligations of Recruiter under this Agreement will not apply to Confidential
Information which Recruiter can establish:

i. is, or becomes, readily available to the public other than through a breach of this Agreement;

ii. was disclosed, lawfully and without breach of any contractual or other legal obligation, to
Recruiter by a third party without any confidentiality obligation attached to such information;

iii. was lawfully known to Recruiter without any confidentiality obligation prior to receipt of the
Confidential Information from ApplyBoard; or

iv. was independently developed or discovered by Recruiter outside of the course of Recruiter’s
performance of their obligations under this Agreement, without any reference to any
Confidential Information obtained directly or indirectly from ApplyBoard.

g. Recruiter may also disclose Confidential Information if and only to the extent that Recruiter is
required to do so by Applicable Law, provided that Recruiter gives ApplyBoard sufficient notice to
enable ApplyBoard to seek an order limiting or precluding such disclosure.

17. Non-Competition and Non-Solicitation

a. During the Term and for a period of 18 months after the termination or expiry of this Agreement, in
the countries in which Recruiter has performed the Recruitment Services, Recruiter agrees that
Recruiter will not (whether directly or indirectly, individually or in partnership or jointly or in
conjunction with or for the benefit of any person):

i. solicit (which term will include the acts of soliciting, recruiting, inducing or attempting to
influence) any ApplyBoard Partner to use products or services that directly compete with the
ApplyBoard Services (unless Recruiter obtains express prior written consent from ApplyBoard
permitting Recruiter to sell, promote the sale of, advertise, or accept orders for such
competing products, which consent may relate to specific ApplyBoard Partners or to all
ApplyBoard Partners); or

ii. use Content without permission;

iii. create a platform to compete with the ApplyBoard Platform;

iv. solicit (which term will include the acts of soliciting, recruiting, inducing or attempting to
influence) any employee of ApplyBoard to leave the employ of ApplyBoard.

b. Recruiter acknowledges that a breach of this Section 17 will cause irreparable harm to ApplyBoard,
and that ApplyBoard is therefore entitled to a permanent and interlocutory injunction prohibiting
Recruiter from engaging in such activity upon reasonable apprehension of such breach. Recruiter
confirms that the obligations set out in this Section 17 are fair and reasonable, and that, given
Recruiter’s general knowledge and experience, they will not preclude Recruiter from becoming
gainfully employed or from otherwise working elsewhere in its industry for third parties during the
Term, or following the expiration or termination, of this Agreement, and Recruiter therefore waives
all defences to the strict enforcement of this Section 17.

18. Intellectual Property

 a. Subject to the terms and conditions of this Agreement, ApplyBoard hereby grants Recruiter, during
the Term, a personal, non-exclusive, revocable, non-transferable license to use, reproduce and
display ApplyBoard’s trademarks and service marks (the "Trademarks") solely for the purposes of
performing the Recruitment Services and in accordance with any trade-mark guidelines provided to
Recruiter from time-to-time.

b. Recruiter acknowledges that they do not acquire any intellectual property or other proprietary
rights under this Agreement, including any right, title or interest in and to patents, copyrights,
trademarks, industrial designs, confidential information, or trade secrets, whether registered or
unregistered, relating to the ApplyBoard Services or ApplyBoard Platform, or any part thereof. Any
rights not expressly granted under this Agreement are reserved.

c. RECRUITER MUST NOT COPY CONTENT FROM THE APPLYBOARD WEBSITE FOR THE PURPOSE OF
SELLING SUCH CONTENT OR SETTING UP A COMPETING WEBSITE.

d. Any goodwill arising from the use of the Trademarks by Recruiter will accrue to ApplyBoard.

19. Term

Subject to early termination or expiry of this Agreement: (a) the term of this Agreement will be 12
months from the date that Recruiter agrees to this Agreement through the ApplyBoard website (the
"Initial Term "); (b) the Initial Term will automatically renew for subsequent 12-month terms on the
anniversary of this Agreement (each, a "Renewal Term").

20. Termination and Suspension

a. This Agreement may be terminated by either Party for any reason, without cause, upon 30 days’
written notice addressed to the other Party.

b. ApplyBoard will track breaches of this Agreement by Recruiters, including (each, an “Event of
Default” and together, “Events of Default”):

i. Recruiter’s that use dishonest business practices, including engaging in false, misleading or
unethical advertising and recruitment practices;

ii. Recruiters that habitually submit applications for Students who either use I-20 or a study
permit to enter United States or Canada, United Kingdom and fail to enroll or immediately
transfer to another institution;

iii. Recruiters that submit applications with fraudulent transcripts or falsified bank statements;

iv. Recruiters that are negligent, careless, or incompetent;

v. Recruiters that send Students who cannot afford to pay all of their educational expenses;

vi. Recruiters that mislead Students about fees they must pay; or

vii. Recruiters that charge unreasonable non-industry standard fee in the Student’s country of
residency or where the international Student(s) has been recruited (ApplyBoard reserves the
right to determine if a fee is unreasonable);

c. This Agreement may be terminated by ApplyBoard immediately upon notice for cause if:

i. Recruiter commits a material breach of this Agreement, including an Event of Default or

consistently fails to properly perform and observe its obligations under this Agreement, and
fails to rectify the breach within 30 calendar days of ApplyBoard delivering notice of the
breach, Event of Default or consistent failure to perform; or

ii. Recruiter commits a breach of any representations of Recruiter in this Agreement; or

iii. Recruiter becomes insolvent, or a receiver or receiver manager is appointed for any part of
the property of Recruiter, or Recruiter makes an assignment, proposal or arrangement for the
benefit of its creditors or Recruiter files an assignment in bankruptcy, or any proceedings
under any bankruptcy or insolvency laws are commenced against Recruiter.

21. Effect of Termination or Expiry

a. Upon termination or expiry of this Agreement, Recruiter must:

i. submit all applications and fees from Students received up to the date of termination;

ii. immediately cease holding itself out as authorized to recruit on behalf of ApplyBoard or any of
 the ApplyBoard Partners and immediately cease all recruitment for ApplyBoard and the
ApplyBoard Partners; and

iii. immediately cease using any Trademarks, advertising, promotional or other material supplied
by ApplyBoard or the ApplyBoard Partners and return all such material to ApplyBoard by
registered mail or a reputable international courier, at Recruiter’s expense.

b. The termination of this Agreement by either Party does not affect any accrued rights or remedies of
either Party.

c. Any provision of this Agreement which expressly states that it is to continue in effect after
termination or expiration of this Agreement, or which by its nature would survive the termination or
expiration of this Agreement, including this Section 21 and Section 17 will do so.

22. Disclaimer

a. Recruiter will be solely responsible for all of the Recruitment Services and activities undertaken
under this Agreement. ApplyBoard expressly disclaims all liability for any claims, losses or
damages arising out of such Recruitment Services and activities, including any claims, losses or
damages relating to representations made by Recruiter to Students or other third parties.

b. The ApplyBoard Platform and the Content are provided “as is” without warranty or condition of any
kind. Use of the ApplyBoard Platform or the Content is at Recruiter’s own risk. ApplyBoard does not
make any representations, warranties or conditions about the quality, accuracy, reliability,
completeness, currency, or timeliness of the ApplyBoard Platform or the Content. The ApplyBoard
Platform and the Content may include errors, omissions and inaccuracies, including pricing errors.
ApplyBoard does not assume any responsibility for any errors, omissions or inaccuracies in the
ApplyBoard Platform or the Content. In addition, ApplyBoard expressly reserves the right to correct
any pricing errors on the ApplyBoard Platform. ApplyBoard makes no guarantees about the
availability of specific services.

c. To the fullest extent permitted by law, ApplyBoard disclaims all warranties, representations and
conditions of any kind with respect to the ApplyBoard Platform and the Content whether express,
implied, statutory or collateral, including any implied warranties and conditions of merchantability,
merchantable quality, fitness for a particular purpose or non-infringement, that arise out of a
course of dealing or trade, or that the ApplyBoard Platform or the Content are or will be error-free
or will operate without interruption.

23. Recruiter Set-off and Indemnities

a. Notwithstanding any other provision of these Terms and Conditions, if a Governmental or

Regulatory Authority deems Recruiter to be an employee of ApplyBoard and asserts that
ApplyBoard is responsible for making any source deductions or other payments on monies paid to
Recruiter, then ApplyBoard will be entitled to start making such source deductions, and unless the
Parties agree otherwise at that time, to deduct an amount equal to any source deduction or
retroactive assessment, together with any costs, penalties and expenses (including legal fees and
costs on a solicitor and own client basis) incurred by ApplyBoard related to such assertions or
deductions, from any amounts then payable by ApplyBoard to Recruiter under this Agreement.

b. Recruiter will defend, indemnify and hold harmless ApplyBoard and all of its officers, directors,
employees and agents from and against any claims, causes of action, demands, recoveries, losses,
damages, fines, penalties or other costs or expenses of any kind or nature including reasonable
legal and accounting fees:

i. brought in connection with or as a result of:

A. Recruiter’s breach of any of Recruiter’s covenants, warranties, representations or

obligations under these Terms and Conditions, including Recruiter’s violation of any
Applicable Law; or

B. Recruiter’s infringement, misappropriation or violation of the rights of a third party,

including any intellectual property rights; or

C. Recruiter’s use of the ApplyBoard Platform or the Content; or

ii. for any amounts that are not recovered by ApplyBoard by way of setoff as described in
Section 23(a), within 30 days after ApplyBoard receives a written demand for such amounts
from ApplyBoard.

24. Limitation of Liability

 a. To the maximum extent permitted under Applicable Law, in no event will ApplyBoard be liable,
whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for
any indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of
use, loss of data, personal injury, fines, fees, penalties or other liabilities, whether or not
ApplyBoard is advised of the possibility of such damages, resulting from or related to the use of, or
the inability to make use of, the ApplyBoard Platform or the Content.

b. To the maximum extent permitted under Applicable Law, in no event will the total aggregate
liability of ApplyBoard in connection with or under this Agreement or Recruiter’s use of, or inability
to make use of, the ApplyBoard Platform or the Content, or for any other claim related in any way
t o Recruiter’s or a Students use of, or inability to make use of, the ApplyBoard Platform or the
Content exceed the sum of 2,000 Canadian dollars. For greater certainty, the existence of one or
more claims under this Agreement will not increase the maximum liability amount.

c. Nothing in this Agreement limits ApplyBoard’s liability for fraud, personal injury or death to the
extent found to be caused by ApplyBoard’s negligence or wilful misconduct.

d. The limitations in this Section reflect the allocation of risk between the Parties. The limitations
specified in this Section will survive and apply even if any limited remedy specified in this
Agreement is found to have failed of its essential purpose.

25. Geographic Application of the ApplyBoard Platform

Not all of the ApplyBoard Platform is available in all jurisdictions. Furthermore, nothing on the
ApplyBoard Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in
any jurisdiction in which such an offer or solicitation is prohibited by Applicable Law.

26. General Restrictions

a. No Unlawful or Prohibited Use

Recruiter will not, without ApplyBoard’s prior written permission, use the ApplyBoard Platform and
the Content for purposes other than the Permitted Use. Without limiting the generality of the
foregoing, Recruiter will not, and will not permit anyone else to: (i) “frame”, “mirror” or otherwise
incorporate the ApplyBoard Platform or the Content or any part thereof on any commercial or non-
commercial website; (ii) access, monitor or copy any part of the ApplyBoard Platform or the
Content using any robot, spider, scraper or other automated means or any manual process for any
purpose without our express written permission; (iii) violate the restrictions in any robot exclusion
headers on the Content or the ApplyBoard Platform or bypass or circumvent other measures
employed to prevent or limit access to the ApplyBoard Platform; (iv) take any action that imposes,
or may impose, in ApplyBoard’s discretion, an unreasonable or disproportionately large load on the
ApplyBoard Platform; (v) deep-link to any portion of the ApplyBoard Platform for any purpose; (vi)
remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary
notices included in the ApplyBoard Platform or the Content; (vii) modify or attempt to modify (or
permit anyone else to modify or attempt to modify) the ApplyBoard Platform or any Content,
including any modification for the purpose of disguising or changing any indications of the
ownership or source of the ApplyBoard Platform or the Content; (viii) use the ApplyBoard Platform
or the Content as part of any service for sharing, lending or multi-person use, or for the purpose of
any other institution, except as specifically permitted by the ApplyBoard and only in the exact
manner specified and enabled by the ApplyBoard; (ix) attempt to, assist, authorize or encourage
others to circumvent, disable or defeat any of the security features or components, such as digital
rights management software or encryption, that protect the ApplyBoard Platform or the Content;
(x) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit,
publish, license or circulate in any form any part of the ApplyBoard Platform or the Content; (xi)
create derivative works based on the ApplyBoard Platform or the Content, in whole or in part, or to
decompile, disassemble, reverse engineer or other exploit any part of the ApplyBoard Platform or
the Content; (xii) use the ApplyBoard Platform in a manner that violates the rights (including to
intellectual property rights) of any third party, including by providing, uploading or transmitting any
content or submissions that violate such third-party rights; or (xiii) upload to or transmit through
the ApplyBoard Platform any content or submission that is offensive, hateful, obscene, defamatory
or violates any applicable laws, in each case as determined by ApplyBoard in its sole discretion.

b. Third Party Websites

The ApplyBoard Platform may provide links to third party websites, including to those of
ApplyBoard Partners. ApplyBoard does not endorse the information contained on those web sites or
guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement,
merchantability or fitness for any purpose. The content in any linked web site is not under
ApplyBoard’s control, and if Recruiter chooses to access any such website, Recruiter does so
entirely at Recruiter’s own risk.
 c. Viruses

The downloading and viewing of Content is done at Recruiter’s own risk. ApplyBoard cannot and
does not guarantee or warrant that the ApplyBoard Platform or the Content are compatible with
Recruiter’s computer system or that the ApplyBoard Platform or the Content, or any links from the
ApplyBoard Platform or the Content, will be free of viruses, worms, trojan horses or disabling
devices or other code that manifests contaminating or destructive properties. You are responsible
for implementing safeguards to protect the security and integrity of Recruiter’s computer system,
and Recruiter is responsible for the entire cost of any service, repairs or connections of and to
Recruiter’s computer system that may be necessary as a result of Recruiter’s use of the
ApplyBoard Platform.

d. Communications Not Confidential or Secure

ApplyBoard does not guarantee the confidentiality of any communications made by Recruiter
through the ApplyBoard Platform or over the internet. Although ApplyBoard generally adheres to
the accepted industry practices in securing the transmission of data to, from and through the
ApplyBoard Platform, Recruiter understand, agree and acknowledge that ApplyBoard cannot and
does not guarantee the security of data transmitted over the Internet or public networks in
connection with Recruiter’s use of the ApplyBoard Platform.

27. General

a. Feedback

Recruiter will notify ApplyBoard of any feedback or suggestions from Recruiter or Students relating
to the ApplyBoard Platform or Content, including any suggestions for modifications or
enhancements to the ApplyBoard Platform or Content. Recruiter hereby irrevocably assigns and
transfers to ApplyBoard all worldwide right, title and interest, and all intellectual property rights, in
and to all such feedback or suggestions. Recruiter will procure the waiver of any moral rights in and
to such feedback or suggestions.

b. Construction.

Except as otherwise provided herein, the Parties rights and remedies under this Agreement are
cumulative. The terms “include” and “including” mean, respectively, “include without limitation”
and “including without limitation.” The headings of sections of this Agreement are for reference
purposes only and have no substantive effect. Any rule of construction to the effect that any
ambiguity in this Agreement will be resolved against the drafting party will not be applied to the
interpretation of this Agreement.

c. Force Majeure

Neither Party will be liable for delays caused by any event beyond its reasonable control, except
non-payment of amounts due under this Agreement will not be excused by this provision.

d. Independent Contractors

Each Party will perform its obligations hereunder as an independent contractor, and nothing
contained in this Agreement will be construed to create or imply a joint venture, partnership,
principal agent, or employment relationship between the Parties. Except as expressly authorized
by ApplyBoard in this Agreement, Recruiter will neither act nor purport to be acting as the legal
agent of ApplyBoard, nor enter into any agreement on behalf of ApplyBoard or otherwise bind or
purport to bind ApplyBoard in any manner whatsoever. Recruiter is solely responsible for carrying
their own workers’ compensation insurance and any other required and necessary insurance
mandated in the jurisdiction(s) in which Recruiter operates.

e. Notices

Any notices, reports or other communications required or permitted to be given under this
Agreement will be in writing, including email, and will be sufficient if delivered by hand or sent by
registered mail, courier or facsimile addressed to Recruiter or ApplyBoard at their respective
addresses as advised in writing. Any such notices, reports, or other communications will be
deemed to have been received by the Party to whom they were addressed: (i) upon delivery by
hand, (ii) five business days after being sent by registered mail, (iii) upon delivery by courier, as
evidenced by the courier receipt, (iv) upon successful receipt confirmation report after being sent
by facsimile; or (v) if sent by email, upon receipt by the sender of a delivery receipt confirmation.

f. No Waiver

No waiver by either Party of a breach or omission by the other Party under this Agreement will be
 binding on the waiving Party unless it is expressly made in writing, including email, and signed, or
affirmed by email, by the waiving Party. Any waiver by a Party of a particular breach or omission
by the other Party will not affect or impair the rights of the waiving Party in respect of any
subsequent breach or omission of the same or different kind.

g. Assignment, Subcontracting and Succession:

Except as expressly permitted herein, Recruiter will not assign or subcontract or purport to assign
or subcontract any of Recruiter’s rights or obligations under this Agreement without first obtaining
ApplyBoard’s prior written consent. If such consent is given on any particular occasion, it will still
be required for all subsequent assignments and subcontracts. This Agreement will be binding upon
the Parties hereto and their respective lawful successors and permitted assigns. Recruiter will
remain primarily responsible for the performance of all of Recruiter’s obligations in this Agreement
notwithstanding the subcontracting of any of its obligations hereunder.

h. Severability

If any one or more of the provisions of this Agreement will for any reason be held to be invalid,
illegal, or unenforceable in any respect, any such provision will be severable from this Agreement,
in which event this Agreement will be construed as if such provision had never been contained
herein.

i. Governing Law

i. This Agreement will be governed by and construed under the laws of the Province of Ontario,
Canada. The Parties hereby waive any right to a trial by jury with respect to any lawsuit or
judicial proceeding arising or relating to this Agreement. In construing, interpreting and
enforcing this Agreement, choice of law principles will not apply. The ApplyBoard Platform and
the Content are intended for use only in jurisdictions where they may be lawfully offered for
use.

ii. Except as restricted by Applicable Law, Recruiter hereby consents to the exclusive jurisdiction
and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the
use of the ApplyBoard Platform or the Content.

j. Entire Agreement/Modification

This Agreement constitutes the entire agreement between the Parties and supersedes all previous
agreements and understandings relating to the subject matter hereof. This Agreement may not be
altered, amended, or modified except by a written instrument signed by the duly authorized
representatives of both Parties.

k. Electronic Agreement

Recruiter acknowledges and agree that by clicking on the “I AGREE” button (or similar buttons or
links as may be designated by ApplyBoard to show acceptance of this Agreement and/or
agreement to become an ApplyBoard Recruiter), Recruiter is entering into a legally binding
contract. Recruiter hereby agrees to the use of electronic communication in order to enter into
contracts, place orders and create other records and to the electronic delivery of notices, policies
and records of transactions initiated or completed in relation to the substance of this Agreement.
Furthermore, Recruiter hereby waives any rights or requirements under any laws or regulations in
any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-
electronic records, to the extent permitted under mandatory Applicable Law. A printed version of
this Agreement and of any notice given in electronic form will be admissible in judicial or
administrative proceedings based upon or relating to this Agreement to the same extent and
subject to the same conditions as other business documents and records originally generated and
maintained in printed form.

l. English language

It is the express will of the parties that this Agreement and all related documents have been drawn
up in English. C’est la volonté expresse des parties que la présente convention ainsi que les
documents qui s’y rattachent soient rédigés en anglais.

28. Contact

a. Any questions regarding this Agreement, or any questions, complaints, claims or other legal
concerns relating to ApplyBoard or its business, should be directed to ApplyBoard at
[email protected].

ApplyBoard Inc.
Suite 600, 101 Frederick Street
Kitchener, Ontario, Canada
N2H 6R3
P: (519) 900-6001

I,Assist Intercambio acknowledge that I have read and agree to the above Terms and Conditions. I
acknowledge that if signing on behalf of a legal entity or partnership that I have the authority to bind such
entity or partnership to this Agreement.

Signed on November 29, 2020