Agreement

Advisor Services Agreement

Independent contractor terms, compensation, scope of services, and conduct standards for advisors.

Version 1.0 Effective: May 7, 2025 Updated: March 24, 2026

1. Introduction and Relationship

This Advisor Services Agreement ("Agreement") is entered into between QuantumCampus LLC, a California Limited Liability Company ("Company," "We," or "Us"), and an individual advisor ("Advisor," "You," or "Your").

By accepting an invitation to become an Advisor on DentistJourney.com (the "Platform"), registering as an Advisor, or providing any advisory services through the Platform, You acknowledge that You have read, understood, and agree to be bound by the terms and conditions of this Agreement.

1.1 Independent Contractor Status

Advisor is an independent contractor and not an employee, agent, partner, or representative of the Company. This relationship is governed by California's ABC Test under Assembly Bill 5 (AB5), codified in California Labor Code § 2750(b) et seq. Advisor confirms that:

(A) Advisor is free from the control and direction of the Company in the performance of advisory services, both as to result and as to the means and manner of accomplishment.

(B) Advisor performs services that are outside the usual course of the Company's business operations. The Company's usual course of business is the development and operation of a technology platform — specifically, the design, engineering, maintenance, and commercial operation of software tools (AI-powered writing assistants, mock interview simulators, school directories, analytics engines, and related web applications). The Company does NOT directly provide dental career counseling or academic advisory services as its primary business; rather, it builds and operates the technology that enables such services. Advisor's provision of personalized, one-on-one dental career counseling and academic guidance is a professional service distinct from the Company's technology development and platform operations, satisfying Prong B of the ABC Test. Alternatively, Advisor represents that Advisor is customarily engaged in an independently established trade, occupation, or business of the same nature as the services provided.

(C) Advisor is customarily engaged in an independently established trade, occupation, or business of providing dental career counseling, academic guidance, or related advisory services. Advisor represents that Advisor independently markets these services, maintains their own professional identity, and provides similar services to other clients or institutions outside the Platform.

Advisor acknowledges that the Company will not provide employment benefits, withhold taxes, provide workers' compensation insurance, or treat Advisor as an employee under any state or federal law.

2. Scope of Services

2.1 Permitted Services

Advisors provide dental career counseling, academic guidance, and professional development advisory services only. Permitted activities include:

  • Reviewing personal statements and application essays
  • Providing feedback on dental school application strategy
  • Discussing career path planning within dentistry
  • Offering guidance on resume/CV development for dental careers
  • Advising on specialty selection, residency planning, and continuing education
  • Discussing work-life balance, practice ownership, and career transitions
  • General mentorship on professional development

2.2 Hard Limit — Prohibited Clinical Services

Advisors may NOT, under any circumstances, provide:

  • Clinical dental diagnosis or assessment
  • Treatment planning or clinical recommendations
  • Medical or dental health advice
  • Prescription recommendations
  • Diagnosis of oral diseases or conditions
  • Guidance on clinical procedures or techniques
  • Patient care advice or clinical training

Any violation of this prohibition may result in immediate suspension and termination, and the Company may pursue legal remedies and refer the matter to applicable regulatory bodies (California Dental Board, California Medical Board, state licensing authorities).

2.3 Services Provided On-Platform Only

All advisor-student communication, materials review, session notes, and guidance must occur exclusively through the DentistJourney.com Platform. Off-platform communication (email, phone, social media, text message) is prohibited except for administrative/technical matters. Violation may result in suspension or termination.

3. Advisor Credentials and Activation

3.1 Credential Verification

Before providing any advisory services, Advisor must complete and pass the Company's credential verification process, including:

  • Proof of relevant educational credentials (DDS, DMD, or equivalent degree)
  • Valid state dental license (or verification of retired/emeritus status in good standing)
  • Background check (including criminal history and regulatory board records)
  • Professional references or recommendation letters
  • Attestation of no disciplinary action by state regulatory boards

3.2 Deactivation

The Company may deactivate or suspend Advisor access immediately if:

  • Credential verification cannot be confirmed
  • A violation is discovered during background check
  • Advisor is disciplined or has restrictions imposed by state dental board
  • Advisor violates this Agreement or Platform terms of service
  • Advisor receives complaints or low ratings impacting student safety or trust

4. Compensation and Payment Terms

4.1 Fee Structure

Compensation for advisory services is as follows:

  • Personal Statement Review: $35.00 flat fee per review
  • 30-Minute Advisory Session: Advisor receives 75% of the session fee ($44.25 per session based on the current $59.00 session price)
  • The Company retains 25% of each session fee to cover platform operations, payment processing, and support

The Company reserves the right to adjust fee structures with 30 days' written notice. Any changes will apply prospectively to sessions booked after the effective date of the change.

4.2 Payment Processing and Stripe Connect

The Company uses Stripe Connect to facilitate Advisor payouts. Advisor authorizes the Company to:

  • Collect payment from students through Stripe Payments
  • Deduct Company fees, processing costs, and applicable taxes
  • Transfer Advisor earnings via Stripe Connect to Advisor's designated bank account

Advisor is responsible for maintaining an active Stripe Connect account and providing accurate banking information. The Company is not responsible for payment delays caused by Advisor's account issues or banking problems.

4.3 Payment Schedule

Payouts occur on the 15th and last business day of each month following the month in which services were rendered. Minimum payout threshold: $25 per period. Unpaid balances below the threshold carry forward to the next payout cycle.

4.4 Fees and Deductions

The Company may deduct the following from Advisor earnings:

  • Payment processing fees (Stripe transaction fees)
  • Platform maintenance and development costs
  • Refunds issued to students (including for disputed sessions or student dissatisfaction)
  • Chargebacks or failed payments
  • Any amounts owed to the Company under this Agreement

5. Intellectual Property Ownership

5.1 Company Ownership

All materials created, prepared, or developed during or in connection with advisory sessions are the sole property of the Company, including:

  • Session notes and transcripts
  • Feedback and comments on student work (personal statements, resumes, essays)
  • Revised versions of student materials
  • Recordings of sessions (if applicable)
  • Methodologies, frameworks, and approaches developed for the Platform

Advisor retains no ownership, copyright, or proprietary interest in these materials.

5.2 Limited License

Advisor is granted a limited, non-exclusive, revocable license to access Platform materials only to the extent necessary to provide advisory services. This license terminates immediately upon termination of this Agreement.

5.3 Confidentiality of Student Information

Advisor agrees to maintain the confidentiality of all student information, including names, contact information, academic records, personal statements, and discussion content. This obligation survives termination of this Agreement indefinitely.

6. Professional Conduct Standards

6.1 Code of Conduct

Advisor agrees to:

  • Maintain professional standards and ethical conduct at all times
  • Treat all students with respect and provide services without discrimination
  • Comply with all applicable laws and regulations
  • Avoid conflicts of interest (disclosing any material relationships with students or institutions)
  • Provide accurate, honest information
  • Maintain appropriate professional boundaries with students
  • Not solicit students for off-platform services or establish independent relationships

6.2 Rating and Performance Management

The Company maintains a rating system for Advisors based on student feedback. Advisors with consistently low ratings (below 3.5 out of 5 stars) may be subject to:

  • Mandatory training or coaching
  • Reduced session availability
  • Deactivation and removal from the Platform

7. Suspension and Termination

7.1 Company's Right to Suspend

The Company may suspend Advisor access immediately without notice if:

  • Advisor violates any provision of this Agreement
  • Advisor violates Platform terms of service
  • Student safety or trust is at risk
  • Regulatory investigation or complaint is filed against Advisor
  • Advisor provides services outside the permitted scope

7.2 Company's Right to Terminate

The Company may terminate this Agreement at any time for cause (violation of Agreement terms) or for convenience with 14 days' written notice to Advisor.

7.3 Advisor's Right to Terminate

Advisor may terminate this Agreement at any time by providing 30 days' written notice to the Company. Advisor remains responsible for completing or canceling scheduled sessions.

7.4 Effect of Termination

Upon termination:

  • Advisor's access to the Platform and student data is immediately revoked
  • All outstanding payments are processed according to Section 4.3
  • Non-solicitation obligations (Section 8.2) remain in effect
  • Confidentiality obligations (Section 5.3) remain in effect indefinitely
  • Advisor may not represent themselves as a DentistJourney Advisor

8. Non-Compete, Non-Solicitation, and Non-Disparagement

8.1 No Non-Compete Clause

Advisor is not subject to any non-compete restriction. Under California Business & Professions Code § 16600, non-compete agreements are void and unenforceable in California. Advisor is free to provide advisory services to other platforms, institutions, or clients during and after the term of this Agreement. The limited non-solicitation provision in Section 8.2 below applies only to the solicitation of Platform students for off-platform services and is a narrowly tailored protection of the Company's customer relationships, not a restraint on trade.

8.2 Non-Solicitation of Students

For a period of 12 months following termination of this Agreement, Advisor agrees not to:

  • Directly solicit, recruit, or encourage students whom Advisor was connected with through the Platform to engage Advisor for services outside the Platform
  • Direct Platform students to off-platform services or alternative platforms for the purpose of circumventing the Platform's fees
  • Provide discounted or alternative advisory services to students Advisor met through the Platform for the purpose of circumventing the Company's platform

Scope Limitation and California Law Acknowledgment: This non-solicitation provision is narrowly tailored and is NOT a non-compete restriction. It does not restrict Advisor from: (a) providing advisory services to any person who contacts Advisor independently and without solicitation by Advisor; (b) advertising Advisor's services generally (including on social media, websites, or professional directories) without targeting Platform students specifically; (c) accepting students who find Advisor through general marketing or independent referrals; or (d) working with any other platform, institution, or client.

SB 699 Compliance (California Business & Professions Code § 16600.5): This provision is intended to comply with California SB 699 (effective January 1, 2024), which strengthens the enforcement of California Business & Professions Code § 16600 and creates a private right of action for individuals harmed by unlawful non-compete provisions. The Company affirms that this non-solicitation clause does not function as a non-compete and is limited solely to protecting the Company's customer relationships with students introduced through the Platform. If any court or arbitrator determines that this provision constitutes an impermissible restraint on trade under § 16600 as interpreted by California courts, this provision shall be automatically reformed to the minimum extent necessary to be enforceable, or if reformation is not possible, shall be severed from this Agreement without affecting any other provision.

8.3 Non-Disparagement

Advisor agrees not to make disparaging or false statements about the Company, Platform, or other Advisors that could damage reputation or business relationships.

9. Professional Liability Insurance

9.1 Insurance Recommendation

The Company strongly recommends that Advisor maintain professional liability insurance (also called errors and omissions insurance) covering Advisor's advisory services. Insurance should:

  • Provide minimum coverage of $1,000,000 per occurrence / $3,000,000 aggregate
  • Name the Company as additional insured
  • Include coverage for claims arising from Advisor's advisory services

9.2 No Company Coverage

The Company does not provide professional liability insurance for Advisors. Advisor is solely responsible for obtaining and maintaining insurance coverage.

10. Indemnification

10.1 Advisor Indemnity

Advisor agrees to indemnify, defend, and hold harmless the Company, its owners, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

  • Advisor's advisory services or guidance provided to students
  • Advisor's violation of this Agreement or applicable law
  • Advisor's negligence, misconduct, or professional errors
  • Claims that Advisor's advice caused harm or damages
  • Claims arising from Advisor's unlicensed practice or unauthorized clinical services
  • Breach of Advisor's confidentiality obligations

11. Limitation of Liability

11.1 Advisor's Liability

Advisor's total liability to the Company under this Agreement shall not exceed the total compensation Advisor received from the Company in the 12 months preceding the claim.

11.2 Disclaimer of Warranties

The Company makes no representation that the Platform will result in student admissions, career success, or any specific outcome. Advisor acknowledges that advisory services cannot guarantee results and that student success depends on many factors beyond Advisor's control.

12. Confidentiality

12.1 Confidential Information

Advisor acknowledges that the Platform, student data, fee structures, methodologies, and operational information constitute Company confidential information. Advisor agrees to:

  • Maintain confidentiality of all Company information
  • Not disclose information to third parties without prior written consent
  • Return or destroy all Company information upon termination
  • Comply with industry-standard information security practices

12.2 Exceptions

Confidentiality obligations do not apply to information that:

  • Is publicly available or becomes public through no fault of Advisor
  • Is independently developed without use of Company information
  • Is required to be disclosed by law or court order (provided Advisor gives prompt notice)

13. Taxes and Compliance

13.1 Tax Responsibility

Advisor is solely responsible for:

  • Paying all self-employment taxes, income taxes, and other applicable taxes
  • Maintaining tax records and documentation
  • Complying with federal and state tax filing requirements
  • Claiming business deductions

13.2 Form 1099

The Company will issue Form 1099-NEC (or other applicable tax form) to Advisor if Advisor earns $600 or more in calendar year from the Company. The Company will report this to the IRS and California Franchise Tax Board.

13.3 W-9 Requirement

Advisor must complete and submit Form W-9 (Request for Taxpayer Identification Number and Certification) before receiving any payments from the Company.

14. Governing Law and Dispute Resolution

14.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles. Any references to statute shall be to California statutes unless otherwise specified.

14.2 Jurisdiction and Venue

Advisor consents to the exclusive jurisdiction and venue of the state and federal courts located in Sacramento County, California for any disputes arising under this Agreement.

14.3 Arbitration

Notwithstanding the above, any dispute arising out of or relating to this Agreement (including claims for breach, tort, fraud, or any other cause of action) shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall:

  • Be conducted by a single neutral arbitrator
  • Take place in Sacramento County, California
  • Be governed by California law
  • Exclude jury trial and class action rights

Either party may seek injunctive relief in court to prevent irreparable harm (e.g., breach of confidentiality or non-solicitation).

14.4 Attorney's Fees

In any arbitration or legal proceeding, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.

15. Severability

If any provision of this Agreement is found to be invalid, unenforceable, or contrary to law, such provision shall be reformed to the minimum extent necessary to make it enforceable, or if not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect.

16. Entire Agreement

This Agreement, together with the DentistJourney.com Terms of Service and Platform Usage Policy, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, understandings, and agreements, whether written or oral.

17. Amendments and Modifications

The Company may modify this Agreement at any time by providing 30 days' written notice to Advisor. Continued use of the Platform after the effective date of modifications constitutes acceptance of the modified Agreement. If Advisor does not accept modifications, Advisor may terminate this Agreement under Section 7.3.

18. Contact and Notices

All notices under this Agreement shall be in writing and delivered to:

For the Company: QuantumCampus LLC legal@dentistjourney.com (650) 240-0799

For Advisor: To the email address and address registered with the Platform

19. Acknowledgment

By accepting this Agreement (including by clicking "I Agree," registering as an Advisor, or providing services on the Platform), Advisor acknowledges:

  1. Advisor has read and understood this Agreement in its entirety
  2. Advisor is authorized to enter into this Agreement
  3. Advisor agrees to be legally bound by all terms and conditions
  4. Advisor understands the scope limitations and prohibitions, particularly the prohibition on clinical dental services
  5. Advisor confirms independent contractor status under California's ABC Test
  6. Advisor's services will be provided on-platform only

QuantumCampus LLC Authorized Representative Date: March 24, 2026

This Agreement is a legal document. If Advisor has questions or concerns, Advisor is encouraged to seek independent legal counsel before accepting.

Questions About This Document?

If you have any questions, please contact us:

legal@dentistjourney.com
(650) 240-0799
Sacramento, CA
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