Instructor terms and Agreement

Last Update:
November 24th 2015

INSTRUCTOR AGREEMENT

"Base Price" means the course price set by the Instructor.

"Base Currency" means the currency of the Base Price.

"Base Exchange Rate" means a system-wide rate used by the Company for foreign currency conversion and does not include any fee or mark-up by the Company. The rate is established using one or more third parties such as Open Exchange Rates and is fixed periodically (e.g. monthly) to prevent daily price fluctuations. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.

"Sale Price" means the actual sale price for the Course. When the Sale Currency is different from the Base Currency, the Company will determine the Sale Price based on the applicable Base Exchange Rate and Cost Adjustment Factor.

"Sale Currency" means the currency of the sale. This is determined by the country of origin of the User purchasing the Course.

"Cost Adjustment Factor" means applicable local taxes and other fees associated with currency conversions. In regions that use a common currency, e.g., the EU, the Cost Adjustment Factor uses a weighted average of country specific tax rates to ensure the same prices to end customers across the region.

"Net Amount" means the amount actually received from Students for Your Course, less any refunds paid, applicable sales or other taxes (VAT in EU), and any amounts paid in connection with Marketing Programs that You participate in.

CONTRACT FOR PROFESSIONAL SERVICES

WHEREAS, the Company is engaged in the business of providing online educational services;

WHEREAS, the Instructor desires to create an online class for the benefit of students and chooses to enter into a Contract for Professional Services with the Company.

NOW THEREFORE, in consideration of mutual promises and Contracts, contained in this Contract, and in consideration of other good and valuable consideration, the parties agree as follows:

1. INSTRUCTORS OBLIGATION

1.1 The Instructor warrants to that he owns the rights to any content submitted for use by the students.

1.2 The instructor warrants to only charge for his/her original Content.

1.3 The Instructor and the company mutually agree that the Company will handle billing and other fee interaction with Users.

1.4 The Instructor agrees if he or she chooses to participate in any of the Company's Marketing Programs, the fee you receive from the Company will be in accordance with the terms of the particular Marketing Program that applies to the sale of Your Course.

1.5 For sales of any of Courses or Submitted Content in countries other than the European Union, You are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in your own location).

1.6 The Instructor shall set prices for every course or subscription on the free cloud platform provided by the Company.

2. COMPANIES OBLIGATIONS

2.1 The Company shall direct the billing and other fee interaction with Users.

2.2 You authorize the Company to perform the appropriate calculations, deduct and retain the transaction fee, and pay you the Net Amount as indicated above.

2.3 The Company will promote your course and information about you (with permission) with Coursmos employees and selected partners, for which you will not receive compensation.

2.4 Further, the Company does not guarantee any minimum level of success in connection with any Marketing Programs.

2.5 Coursmos is unable to provide you with tax advice and you should consult your own tax advisor.

2.6 The Company shall provide a personal cloud platform to each Instructors.

2.7 The Company shall set a revenue sharing program in the amount of 70% to the Instructor and 30% to the Company.

3. FEE STRUCTURE

3.1 Generally, the Company will pay you seventy percent (70%) of the Net Amount received for Your Course. The Net Amount equals the amount actually received from Students for Your Course, less any refunds paid, applicable sales or other taxes (if any), applicable fees for mobile application sales from either the Apple App Store or Google Play, and any amounts paid in connection with Marketing Programs that You participate in. The Net Amount will typically be based on the Base Price, but Company reserves the right to increase or decrease the Base Price in connection with the Company's marketing and promotional efforts (including through Marketing Programs).

3.2 Instructor is paid only when Revenue from all his Paid courses reaches the $100 (one hundred dollars) limit.

3.3 After instructor's paid courses reach the limit mentioned above, Coursmos starts revenue calculations and notifies Instructor through the website about the earnings available for withdrawal. Calculations are based on the revenue-share scheme described above in the Pricing section.

4. COURSMOS MARKETING BOOST PROGRAM

4.1 You acknowledge that the amounts paid for Marketing Programs are not fixed, and the Company has the sole discretion to determine those amounts and which Courses to offer as part of Marketing Programs.

4.2 As part of your participation in Marketing Programs, You give us permission to share Your Course, and information about you and the Course with very limited amount of Coursmos employees and selected partners, for which you will not receive compensation.

4.3 If you do not wish to participate in Marketing Programs, log into your account and opt out of them.

4.4 Coursmos has a network of tens of thousands of partner sites ("Affiliates") and established relationships with third-party deal sites ("Deal Partners," and with Affiliates, "External Partners"). We also have an entire team dedicated to using advanced digital marketing tactics (such as paid advertising) that spends hundreds of thousands of dollars marketing instructor courses each month! The "Coursmos Marketing Boost Program" is the Coursmos Marketing Program that promotes Courses through Affiliates and Deal Partners.

4.5 There is no upfront cost to put this full-scale marketing attack to work selling Your Course(s), and it's a terrific way to increase exposure and sales.

4.6 When an External Partner promotes Your Course, a portion of the fee for each Student that the External Partner refers to Your Course will be paid to the External Partner.

4.7 When Coursmos, at its option, purchases and places advertisements for Your Course on third party websites, and tracks the resulting sales through appropriate means (including, but not limited to, tracking pixels, cookies and the like) ("Paid Advertising"), there will be fees associated with such activities.

4.8 By participating in the Coursmos Marketing Boost Program, You agree that Coursmos: (I) may employ External Partners and Paid Advertising to promote Your Courses; and (II) may deduct External Partner fees or Paid Advertising fees before calculating the amount remitted to you. You acknowledge that your revenue share may vary, but will be 50% of Net Amount in most cases.

5. COURSMOS DEALS PROGRAM

The Coursmos Marketing Program that utilizes highly segmented discounting via email and other channels designed to price test and find the optimal price for Your Course(s). Typical deals offered under the Coursmos Deals Program include both Percentage Promotions (e.g., 50% off).

5.1 Coursmos Deals Program offers promotes Products on the Site, or third party websites. Coursmos Deals Program offers are typically available for less than a month, but you acknowledge that the actual duration and amount discounted may vary.

5.2 Percentage Promotions: By participating in Percentage Promotions, You agree that we may offer Your Course(s) in limited time deals and price tests for a discount of up to and including 50% off the Base Price.

5.3 By participating in the Coursmos Deals Program, You acknowledge that your revenue share may vary, but will be 50% of Net Amount in most cases.

6 COURSMOS FOR BUSINESS CONTENT SUBSCRIPTION

6.1 Coursmos is pleased to invite you to join its "Content Subscription Program", in which select Courses are offered in a bundled monthly subscription offering to Coursmos's corporate or enterprise customers ("Enterprise Customers"). Although not all of Your Course(s) will be included in the Content Subscription Program, the Content Subscription Program is a terrific way to be a part of Coursmos’s growing business-to-business offering and generate incremental revenue.

6.2 By participating in the Content Subscription Program, You agree to make all of Your Course(s) eligible for inclusion in the Content Subscription Program offerings. Coursmos may elect which of Your Courses to include in the specific Content Subscription Program for an Enterprise Customer, and may change the selection of Courses in each Content Subscription Program from time to time, in its sole discretion, in response to the needs and requests of Enterprise Customers.

6.3 The Sale Price for Courses included in the Content Subscription Program are at Company's discretion.

6.4 You may elect to terminate your participation in the Content Subscription Program at any time. Coursmos will cease to offer Your Course(s) as a part of the Content Subscription Program within 60 days of termination. Thereafter, Your Course(s) will no longer be offered to new Enterprise Customers as part of the Content Subscription Program, but any Enterprise Customer which purchased a Content Subscription Program while Your Course(s) were included will continue to be able to access and enroll in those Course(s) for as long as they remain a paying Enterprise Customer.

7 REFUNDS TO USERS

Users are entitled to refunds pursuant to our general Terms of Service and you agree that Company may deduct such refunds from subsequent amounts owed to you. Company will issue remit to you any amounts remaining after the foregoing deductions and adjustments, in US dollars, via check or PayPal. Payment will be made within forty-five (45) days of the end of the month in which the fee for a Course was received. You are responsible for providing Company with all identifying and tax information necessary for the payment of amounts due.

8 EUROPEAN UNION

In the event that the sale or delivery of a Course or any Submitted Content to any Student in the European Union is subject to any value added tax ("VAT"), under applicable law, Coursmos will collect and remit the VAT to the competent tax authorities for sales of such Courses or Submitted Content to Students in the European Union. Coursmos may at its own discretion increase the Sale Price where Coursmos is of the view that VAT may be due and Coursmos will have a liability to account for such. You will indemnify and hold Coursmos harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon.

9 INDEPENDENT CONTRACTOR

The Company should have the sole discretionary supervision of the services provided by this Contract and be responsible for the method and manner of said services. Nothing contained in this Contract either directly or indirectly shall make the Company a servant of the Instructor. Further, nothing herein shall be construed to relieve the Company of any duties or obligations imposed upon it as an independent contractor.

10 INDEMNIFICATION

The Company will be indemnified and held harmless by this Agreement from and against any and all claims of any nature, whatsoever, arising out of a the Company’s infringement of Intellectual Property Rights. The Company will not be liable to the Instructor t, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of Company conferred or implied by this Agreement. Company does not warrant that the Instructor the services will provide the Instructor higher page rank which would boost their chance of being found by customers typing a certain keyword.

11 TERMINATION/CANCELLATION

In the event that any work provided under this Contract is terminated by the Instructor prior to the Company completing the Schedule of Services described herein, the Instructor shall be obligated to compensate for all services performed up to and including the date of termination at the rates agreed to within this Contract. The Instructor will not receive a refund on unfinished services for the month.

12 CONFIDENTIALITY

The Company in the ordinary course and scope of their professional services will have knowledge of and access to such Confidential Information. The Company shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Instructor. The Company shall carefully restrict access to Confidential Information to third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. The Company shall not, without prior written approval of the Instructor use for Company’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Owner, any Confidential Information. Company shall return to the Instructor any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information.

13 SEVERABILITY

If any term, clause, or provision hereof is held Invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and the Invalid term, clause or provision shall be deemed to be severed from the Contract.

14 GOVERNING LAW

This Contract and all rights and obligations of the parties relating hereto shall be governed by and construed in accordance with the internal laws of the State of California.

WHEREAS, the Company and the Instructor have caused this Contract to be executed by their signature as of the day and year written below.