Course Instructor Agreement
This agreement (“Course Instructor Agreement”) is between Converselink Ltd.’s ("we", "us" or "our"), a corporation registered in Canada and you (the below referenced “Instructor”, “you” or “your”). This Course Instructor Agreement sets out, among other things, the terms and conditions upon which we permit you to use our online e-learning platform (“software”) with students (“End-Users”).
In consideration for permitting your access to our software and other good and valuable consideration, you agree as follows:
A Legally Binding Agreement
By agreeing to this Course Instructor Agreement, you represent and warrant that:
- You are of the age of majority;
- You provided us with, or will provide us with, your full legal name, work email and work address upon establishing an account; and
- You have read, agree to and understand this Course Instructor Agreement.
IF YOU ARE NOT OF THE AGE OF MAJORITY OR DO NOT AGREE TO THESE TERMS, YOU MUST NOT PROCEED IN CONSENTING TO THE TERMS OF THIS COURSE INSTRUCTOR AGREEMENT.
If you are entering this Course Instructor Agreement on behalf of, or in the employ of an organization, you are agreeing to this Course Instructor Agreement for that organization and representing and warranting that you have the authority to bind that organization to these terms. You are also representing and warranting that the information you provide us for that organization is true and accurate. For greater certainty, both you as an individual and your organization are legally bound by these terms which form an agreement with us.
Our software is an online e-learning portal intended to facilitate, via a dedicated online environment (a) collaboration and communication between End-Users (i.e. students) and instructors; and (b) the delivery of course content to such students.
We may continue to develop the software to add additional functions and capabilities. Any changes to the software shall not require this Course Instructor Agreement to be updated or amended, all terms shall remain in force and effect. However, we make no representation and grant no warranty that the software will continue with all of its existing functionality, or continue to be made available to the Instructor.
The Instructor acknowledges that we host our software on third-party servers, which may or may not be located within the Instructor’s home jurisdiction. The Instructor understands that their course content, data and information may become the subject of foreign laws and foreign legal proceedings.
We charge students a minimum course fee (“Minimum Fee”) of $299.00 USD. You may elect to list your course or courses for more than the Minimum Fee. You may also elect, in consultation with us, to set a bulk or discounted price for the sale of multiple courses. For each student who enrolls in the Instructor’s course and pays the course fee, the Instructor shall be entitled to 50% of the pre-tax course fee paid by the student (the “Instructor’s Fees”).
While we do not currently support the enrollment in, or sale of courses through smart phone or mobile device applications, in the event we develop a mobile application or applications you hereby grant us the right to offer your courses for sale via such applications. In such a case, you will be entitled to 50% of the pre-tax course fee after subtracting any fees payable to any third party who facilitated the sale of your course content, including, but not limited to, fees payable to the Apple App Store (or Apple Inc. and its affiliates) or the Google Play store (or Google Inc. and its affiliates).
Affiliate Marketing Program. In the event the Instructor is the sole cause of a student enrolling in one of its courses, through his or her own efforts and in accordance with our affiliate marketing program, the Instructor shall be entitled to an additional 25%, on top of the Instructor’s Fees, for a total of 75% of the pre-tax course fee paid by each such student. In the event the sale is made by way of a mobile application, the Instructor shall only be entitled to 75% of the course fee paid after subtracting any fees payable to any third party who facilitated the sale of your course content, including, but not limited to, fees payable to the Apple App Store (or Apple Inc. and its affiliates) or the Google Play store (or Google Inc. and its affiliates). Further details of our Affiliate Marketing Program may be posted on our Website and Service as amended from time to time.
Payment of Fees
The Instructor’s portion of the course fees will be paid within one (1) month from the date an Instructor’s student causes payment for the relevant course and such payment clears our bank account. We typically pay such fees on the last day of each month.
Granting refunds to students shall be in our sole discretion. In the event a student is granted a refund, no fees shall be payable to the Instructor and any fees paid to the Instructor prior to the refund being granted shall be repaid to us. In the alternative, we may elect to set-off any future fees owing to the Instructor.
Your Content Is Your Content
This agreement confirms, further to our Terms and Conditions, that:
- If you are an Instructor, we do not review or pre-screen the contents of electronic data or course content uploaded or posted to the Service by you or other users (“User Content”). We claim no intellectual property ownership rights with respect to your User Content. However, you hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Service in order to facilitate the ordinary use of the Service. This license ends when you delete your User Content from the Service.
- In the event we extend our software to make your courses available on mobile devices, including by way of mobile apps sold via the Apple App Store or made available for Android or other devices, you agree that the above licence shall extend to making your course content available on such applications.
- In addition to our Acceptable Use Policy (https://www.converselink.com/pages/acceptable-use-policy), you agree not to use the Service in any manner which may infringe copyright or intellectual property rights of any third party or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the Terms of this agreement.
Instructor Representations and Warranties
As an Instructor, you represent and warrant that:
- You own or otherwise have the lawful right and authority to use, for commercial purposes, all course content or any other content (including text, images, videos etc.) that you upload to the Service/software or use in any manner in providing courses or services to students or in any way related to the Website and Service;
- You accurately represented your qualifications and bio to us to be posted on our Website and Service; and
- None of your course content is misleading, deceptive, inaccurate or intended to, or may have, the effect of facilitating or promoting unlawful activities, including, for example, hacking or accessing computers or networks contrary to any applicable laws, rules or regulations.
The Instructor will provide the course content and related course services as an independent contractor and not as an employee, joint venture or partner and the parties waive the application of the Partnerships Act, RSO 1990, c P.5 or any successor or similar legislation in any jurisdiction.
- The Instructor agrees that we shall have no liability or responsibility for the withholding, collection or payment of any taxes, employment insurance premiums or Canada Pension Plan contributions (or similar contributions) on any amounts paid by students or third parties to the Instructor (whether prior to or after the date of this Agreement).
- The Instructor agrees to indemnify Converselink Ltd. and its directors, officers, employees and shareholders from any and all claims, penalties, fees or other liabilities in respect of its failure to withhold and/or remit any taxes, employment insurance premiums, Canada Pension Plan contributions or similar deductions, or withholdings in relation to the Instructor.
- The Instructor shall supply and use its own course content and equipment.
- Unless with our express permission, the Instructor has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of Converselink Ltd.
If you are experiencing difficultly with the software or have any questions, please contact us at email@example.com.
Soliciting Students Directly
Unless with our express permission, the Instructor agrees not to solicit or engage in providing services or courses to a student without our software where such a student initially enrolled in the Instructor’s course or contacted the instructor after learning of the Instructor’s course from our Website or Service.
ACCEPTANCE OF RISK
OUR SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.
THE INSTRUCTOR AGREES THAT, WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE.
LIMITATION ON LIABILITY
THE INSTRUCTOR AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE, HOWSOEVER CAUSED, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS, OR LOST OF PROFITS), REGARDLESS OF LEGAL THEORY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.
IF YOU ARE DISSATISFIED WITH THE SOFTWARE, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SOFTWARE, WEBSITE AND SERVICE.
IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THE USE OF OUR SOFTARE, WEBSITE OR SERVICE, OR IN ANY WAY RELATED TO THIS COURSE INSTRUCTOR AGREEMENT, BE MORE THAN THE AMOUNTS WE HAVE BEEN PAID BY STUDENTS ENROLLED IN YOUR COURSES (IF ANY) TO US OVER THE PRECEDING TWO (2) MONTHS.
YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS COURSE INSTRUCTOR AGREEMENT OR GRANT ACCESS TO THE SOFTWARE, WEBSITE OR SERVICE WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.
The Instructor hereby confirms, represents and warrants that is has reviewed and agrees to the “Indemnification and Hold Harmless” provisions in our Website Terms and Condition.
Law of the Contract & Dispute Resolution
This Course Instructor Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada without giving effect to any principles of conflicts of law. The Instructor agrees that any action, application or dispute at law or in equity arising out of or relating to this agreement or any document incorporated by reference, will be filed only in the provincial or federal courts located in Toronto, Ontario, Canada and the Instructor hereby consent and submit and attorns to the jurisdiction of such courts for the purposes of litigating or resolving any such dispute.
If any provision of this Course Instructor Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Where a provision in these terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the provision, as originally drafted, shall substitute.
This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by a duly authorized representative of Converselink Ltd.
No Construction Against Drafter
If an ambiguity or question of intent arises with respect to any provision of this Course Instructor Agreement, the agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship.
Waiver of Class Proceedings and Trial By Jury
To the extent permitted under the applicable law, the Instructor agrees to hereby waive its right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns, officers and directors. The Instructor further waives any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.
Incorporation By Reference
Termination of Account Access
You can stop using our software at any time subject to you fulfilling any existing student or course obligations. Where students are enrolled in one or more of your courses, you agree to fulfill all obligations to said student, ensure they receive all your course materials and instruction before you remove your course contents and cease participating on our software platform.
You acknowledge that removing your course content and ceasing participating on our software platform without fulfilling existing obligations to student may cause us harm. You further acknowledge that you have, in this agreement, agreed to fully indemnify us from any such harm.
We make no representation and cannot guarantee the continued and ongoing availability of our software, Website or Service. Where practical to do so, we will take reasonable measures to inform you if our software, Website or Service are being discontinued.
Your suspension or termination of your access to our software shall not terminate this Course Instructor Agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, indemnification, settling disputes (including the jurisdiction and choice of law) shall remain binding. This Course Instructor Agreement shall only be terminated in full upon the express written consent of Converselink Ltd.
Right to Seek Injunction
Violation of this Course Instructor Agreement may cause us irreparable harm, and therefore you agree that we will be entitled to seek extraordinary relief, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.
Our failure to enforce any right or provision of this Course Instructor Agreement will not be deemed a waiver of such right or provision.
Converselink Ltd. is permitted to assign the benefit of this Course Instructor Agreement to any successor or assignee. The Instructor shall not assign this agreement without the express written approval of Converselink Ltd.
ACCEPTABLE USE POLICY
WE ACCEPT NO RESPONSIBILITY FOR YOUR ACTIONS OR THE ACTIONS OF OTHER USERS OF THE WEBSITE AND SERVICE (WHETHER ONLINE OR OFFLINE).
You agree to use our Website and Service in accordance with the following acceptable use and code of conduct guidelines. In particular, you agree that you:
- Will not upload, copy, distribute, share, sell, create derivative works of, or otherwise alter or use any content, in whole or in part, for any purpose whatsoever except as expressly authorized in this acceptable use policy and the Terms;
- Will not upload, copy, distribute, share, or otherwise use content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, pornographic, threatening, racially or ethnically offensive or abusive, that would violate another person's rights (including their intellectual property rights), constitute or encourage a criminal offense, give rise to civil liability, or violate any local, state, provincial, national or international law or regulation, or that is otherwise inappropriate or unlawful;
- Will not exploit the images of children or disclose personally identifiable information belonging to others;
- Will not upload, copy, distribute, share, or otherwise use unsolicited or unauthorized advertising, promotional materials, or any junk mail, spam or any other form of solicitation;
- Will not upload, copy, distribute, share, or otherwise use content that contains or embodies software viruses, bugs or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, hardware or telecommunications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner's express consent.
- Will not disclose your password or transfer your account to any third party, or allow any third party to access your account.
- Will not impersonate any person or entity.
- Will not access the Website and Service by any means other than through the interface provided by us for use in accessing the Website and Service. This includes not using or launching any automated system including, without limitation, any spider, robot (or "bot"), scraper, or offline reader, that accesses the Service in a way that sends more request messages to our servers in a given time period than a human reasonably can produce in the same time period.
- Will not interfere with or disrupt the Website, Service or servers or networks connected thereto, make the Service available over a network (other than our network) where it could be used by others, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.
- Will not use the Website or Service to artificially generate traffic or page links to a Website or for any other purpose not intended.
- Will not collect, harvest or store any personally identifiable information, including user account information, from us.
- Will not use the Website or Service in a way that has any unlawful or fraudulent purpose or effect;
- Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Website or Service, in whole or in part.
- Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Website or Service.
- Will not rent, lease, sublicense, transfer, sell, trade, resell or exploit for any commercial purposes any portion of the Website or Service (including, without limitation, your account information), use of the Service or access to the Service.
- Will not use the Service to harass or "stalk" anyone.
- Will not use your account for your own commercial purposes, except those expressly agreed to by us, by sublicensing any rights granted by the Terms or, in any way, sharing the benefit of your account with others. That is, your account is non-transferrable and may only be used by you.
- Will not upload content that exploits anyone in a sexual or violent manner or that solicits personally identifiable information from anyone under the age of 18.
- Will not use the Website or Service in any way that violates the Terms, or that aids, encourages, or purports to authorize anyone else to violate the terms of this policy.
- Will not employ misleading e-mail addresses or falsify information in any part of any communication;
- Will not upload, transmit, disseminate, post, store or post links to any content that:
- If you are an Instructor, encourages a user to take or purchase a course directly from you, or another provider, without using our Website or Service to facilitate same and collect payment for same;
- facilitates hacking or unauthorized access or use of data, systems, servers or networks including any attempt to probe, scan or test for vulnerabilities, or to breach security or authentication measures;
- interferes with service to any user, system or network by using flooding techniques, overloading a system or a network, staging or broadcasting an attack, or any other means resulting in a crash of a host either deliberately or by negligence;
- infringes on, or contributes to any infringement of, any intellectual property, material protected by copyright, trade mark, patent, trade secret or proprietary right of any party;
- Will not use threats or implications thereof.
We reserve the right in our sole discretion to revise this policy, which shall be posted on the Website and/or Service.
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