EXHIBIT 10.37 DISTRIBUTOR AGREEMENT
EDUCATION TO GO
AGREEMENT TO OFFER ONLINE COURSES
THIS AGREEMENT TO OFFER ONLINE COURSES (Agreement) is made and entered into as
of the 4th day of August, 1998, between Education To Go, P.O. Box 890516,
Temecula, California, 92589 (Contractor), and American Internet Technical
Center, 1500 East Atlantic Blvd., Pompano Beach, FL 33060, (College).
RECITALS:
WHEREAS, Contractor is engaged in the business of producing and providing online
college courses to students via the Internet; and
WHEREAS, College is an academic institution interested in offering the courses
produced by Contractor to its students;
NOW, THEREFORE, College and Contractor agree as follows:
74. Terms and Automatic Renewal- This Agreement shall commence as of the
date first written above and continue until the end of the academic
term (semester or quarter) of the College. At the end of the academic
term, it will be automatically renewed for the following academic term,
unless either party gives written notice to the other party of its
decision to terminate the Agreement thirty (30) days prior to
commencement of the following academic term.
2. Selection of Courses- College will select courses by notifying
Contractor through its website using an order form. Courses will be
delivered to individual students via e-mail and the World Wide Web.
3 Cost and Payment- College shall make payment on a per student basis to
Contractor an NET 30 terms by sending remittance to mailing address
P.O. Box 890516, Temecula, CA 92589. Billing commences after a course
completes 50% of instruction. Course prices are listed in Addendum A as
part of this contract.
The College shall pay Contractor for instructional services upon
submission of the following:
a. an invoice with total amount for each course;
b. a student roster verifying students receiving course instruction;
4. Waiver on Dissatisfaction. Contractor agrees to waive its fee for any
student who expresses, In writing, dissatisfaction with a course
provided by Contractor.
5. No Minimum Enrollment There shall be no minimum enrollment required for
any of the courses offered by Contractor.
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6. Advertising- Contractor hereby grants College permission to use
Contractor's name, qualifications, and course description(s) in
advertising or promotion. In addition, College may list the
Contractor's on-line courses in its catalog.
7. Cancellation- In the event the Contractor cancels any course, such
course may, at College's option, be rescheduled to a mutually agreed
later date.
8. Costs- Contractor shall be responsible for the expenses in producing
and delivering the courses via the Internet The student shall be
responsible for the expenses of receiving the courses, including
hardware, software, Internet access, and telephone charges.
9. Course Contents- For each course, Contractor shall provide:
a. A total of twelve (12) sets of written lecture notes delivered
to each student by e-mail at the rate of two (2) per week for
six (6) weeks.
b. Interactive tutorials developed by the instructor and made
available with lesson and assignments.
c. A list of students who have met the requirements for a
completion certificate.
10. Limits of Liability- The liability of Contractor for any breach of this
Agreement or other cause of action arising from the services rendered
or agreed to be rendered under this Agreement, including but not
limited to damages for cancellation of a course, the course content,
the failure to deliver courses, or the interruption of courses, shall
be limited to a refund of any tuition paid by College to Contractor for
said courses. Contractor shall not be liable for the tuition or fees
the College has collected or to the student or College for
consequential damages
11. Status of Contractor- While performing services hereunder, Contractor
is an independent contractor and not an officer, agent, or employee of
College.
12. General Provisions- This Agreement supersedes any and all other
agreements, either oral or written, between the parties with respect
to the subject matter of this Agreement and contains all covenants and
agreements between the parties with respect therein. Each party
acknowledges that no representations, inducements, promises, or
agreements, oral or otherwise, have been made by any panty, or by
anyone acting on the behalf of any parry, which are not embodied
herein. and that no other agreement, statement or promise not
contained herein shall be valid or binding. Any modification shall be
effective only if it is in writing and signed by the party to be
charged, in the form of an amendment to this Agreement.
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IN WITNESS WHEREOF, this Agreement is entered into as of the date first
written above by and on behalf of Contractor and College by the authorized agen
thereof.
Contractor: EDUCATION TO GO, a California General Partnership
EIN 33-0769719
By: Jules Ruggles
Institution:
AMERICAN INTERNET TECHNICAL CENTER
By: J. Bruce Gleason
Title: President
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