Teacher Terms of Service (StudentScholars)

These Teacher Terms of Service (“Teacher Terms”) govern your use of the Services, including, without limitation, your registration and use of your teacher account (“Teacher Account”), creation, provision or management of any Class or Content (“Teacher Services”) through the Services or your use of any learning- or class-management functionality provided by StudentScholars.

By signing up for a Teacher Account and using and accessing the Services, you agree to be bound by these Teacher Terms, including, without limitation, the Terms, our Payment Policy, our Refund Policy, our Content Policy, our Safety Policy, the Restrictions (collectively, the “Policies”) and any additional terms and conditions, policies or schedules referenced in these Teacher Terms or the Terms or accepted or acknowledged by you in your use or access of the Services from time to time (“Platform Terms”). Such terms, conditions and policies are hereby incorporated by reference. If you do not agree to these Teacher Terms, you may not use or access the Services using your Teacher Account.

We reserve the right to change or modify these Teacher Terms at any time. If we do this, we will notify you through the Services, by email or by other reasonable means. You will be deemed to have agreed to the amended Teacher Terms by your continued use and access of your Teacher Account on and following the date on which notice of the amended Terms was sent to you.

Any terms not capitalised herein shall have the same meaning in the Terms. In the event of any conflict or inconsistency between the Teacher Terms , the Terms and the Policies, the Teacher Terms will prevail to the extent of any such conflict or inconsistency.

1. Teacher Obligations

Notwithstanding clause 2 of the Terms, and subject to our Content Policy, our Safety Policy and the Restrictions, you represent and warrant that:

1. (a) you are of the age of majority in your country or place of residence, and have capacity to enter into these Teacher Terms and the Terms, and that these Teacher Terms and the Terms will constitute, legal, valid and binding obligations on you in accordance with their respective terms;
2. (b) your use and access of the Services in accordance with the Teacher Terms and the Terms will not be prohibited in your country or place of residence, and that you will, at your own cost and expense, comply with all applicable laws and regulations (including, without limitation, any applicable tax laws) in your country or place of residence;
3. (c) you will comply with all applicable laws and the Teacher Terms and the Terms in your provision of and/or Content through the Services, including the Content standards set out in Clause 8 of these Teacher Terms;
4. (d) you own or have the necessary licenses, rights, consents, permissions, and authority to authorize us to use your Content as specified in these Teacher Terms and the Terms (including, without limitation, in accordance with Clause 7 of these Teacher Terms), and that such Content will not infringe any third party’s rights, including, without limitation, any intellectual property, privacy or data protection rights or rights of confidentiality;
5. (e) you have the required qualifications, credentials and expertise (including education, training, knowledge, nationality, technology and skill sets) and, if required under applicable law, all necessary licenses, certificates and permits to teach and offer the Teacher Services;
6. (f) you will provide the Teacher Services with due care and skill and will not infringe any third party rights in doing so, including, without limitation, any intellectual property, data protection or privacy right or right of confidentiality;
7. (g) your and/or Content are complete, accurate and up-to-date and appropriate for learners based on their age, grade and course of study, and that requests for help or support by learners enrolled in your are promptly and professionally responded to
8. (h) your and/or Content are not conducted in an unprofessional or inappropriate manner or in a manner that negatively impacts learners’ experience or results in complaints or an excessive number of poor ratings;
9. (i) any or Content provided by you are suitable for the course of study set out in your ’ description and that a conducive learning environment is provided to learners during Session (s);
10. (j) not cover any s or include any Content that may be unsuitable for minors, including, without limitation, any s or Content that might be violent, offensive, indecent, inappropriate, racist, hateful, sexist, threatening, abusive, insulting, harassing, false, defamatory, libellous, deceptive, fraudulent, infringing, tortious, obscene, profane, racially or ethnically objectionable and/or in breach of applicable laws;
11. (k) you will not post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Services or to any user;
12. (l) you will not use the Services for business other than providing the Teacher Services;
13. (m) you will not engage in any activity that would breach any third party rights (including, without limitation, intellectual property, data protection and privacy rights or rights of confidentiality) or require us to obtain licenses from or pay royalties to any third party, including for the public performance of a musical work or sound recording;
14. (n) you will not frame or embed the Services (such as to embed a free version of a course) or otherwise circumvent the Services;
15. (o) you will not impersonate another person or gain unauthorized access to another person’s Account;
16. (p) you will not interfere with or otherwise prevent other instructors from providing Teacher Services, or abuse our resources, including our support services;
17. (q) any information provided by you as part of your Teacher Account (including any information about your qualifications, credentials and expertise) is complete, true, accurate and not misleading, and that you will provide and maintain accurate account information; and
18. (r) you are using and accessing the Services on your own behalf, and not on behalf of any other person or entity.

For more details, you may refer to our Content Policy, Safety Policy, and Restrictions.

2. Account

You must register a Teacher Account in order to provide Teacher Services using the Services.

In registering for and maintaining your Teacher Account, you:

1. (a) must provide accurate and complete information (including any contact details) regarding yourself and such documents and information required by us, if applicable;
2. (b) must promptly update your Teacher Account information with any new information (including any contact details) that may affect the operation of your Teacher Account;
3. (c) authorise StudentScholars to make any inquiries we consider necessary or appropriate to verify the information or documents provided to us; and
4. (d) acknowledge and accept any applicable policies, including, without limitation, pertaining to service quality, confidentiality, teacher integrity, anti-harassment and conflict of interest, as provided to you by email and/or posted on the Services.

You are responsible for all activities and transactions under your Teacher Account. We will not be responsible in any way if your Teacher Account and/or password are misappropriated or used by a third party. You agree to keep your password secure, and not share your login credentials with any other person.

You must notify us immediately of any unauthorised use (or if you suspect any other breach of security) of your Teacher Account by contacting us using our contact details below.

Unless expressly permitted by us, you may not:

1. 1. sub-contract or delegate the provision of the Teacher Service or otherwise permit another person to use or access your Teacher Account or provide the Teacher Services through the Teacher Account on your behalf;
2. 2. transfer, lend or sell your Teacher Account to any person; or
3. 3. set up multiple Teacher Accounts, including for the purpose of bypassing any Teacher Account restrictions, suspensions or terminations.

We reserve the right to, at our discretion, restrict, suspend or terminate the use of your Teacher Account for any reason at any time, including, without limitation, where we suspect the unauthorised use of your Teacher Account, where your use of the Services or your Teacher Account does not comply with the Policies or for breach of applicable laws, these Teacher Terms or the Terms.

3. Class

You may, through the Services, provide on such , for such duration, on such schedule, with such minimum and/or maximum number of learners, at such price and such minimum number of Sessions to be purchased upfront as you may determine, subject to our approval in accordance with Clause 8 of these Teacher Terms.

You may, to the extent such function is available on the Services, cancel or reschedule a Class orSession, subject to our Refund Policy, these Teacher Terms and the Terms, including, without limitation, any refunds a learner may be eligible to pursuant to our Refund Policy.

Notwithstanding our Refund Policy, we reserve the right to, at our discretion, reschedule or cancel a Class or Session or remove or restrict access to any , Session (s) or Content at any time, including for breach of applicable laws, these Teacher Terms (in particular such terms in Clause 1) or the Terms.

You shall carry out only in accordance with our Safety Policy and shall not, among other provisions in our Safety Policy, use tools other than the Services or as permitted in the Safety Policy or use substitute teachers.

For more details, you may wish to refer to our Refund Policy.

4. Payments

4.1 Pricing and payments

Subject to our approval, which we may grant or deny at our discretion, you may determine the price to be charged for Sessions in a Class (“Price”) and, if applicable, the minimum number of Session (s) to be purchased upfront by learners for your (“Class Fees”), subject to the Payment Policy and this Clause 4. All prices shall, unless stated otherwise on the Services, be listed and charged in United States (US$) dollars or such currency indicated by you, if such option is available on the Services.

You will be paid such percentage of Class Fees for completed Sessions (“Gross Fees”) on such terms and conditions set out in our Payment Policy, which may be amended at our discretion from time to time, subject to the payment of the Class Fees in full and cleared funds and such payment(s) not being subject to a refund under this Clause 4 and less any Transaction Taxes (“Net Fees”).

We may also, from time to time, carry out promotional activities relating to the Services, including, without limitation, promotions, marketing activities and discounts in respect of the Services or specific or categories of (“Promotional Activities”). In the event you opt in to these Promotional Activities, you agree that any promotions or discounts applied to your Class Fees (“Discounts”) may be deducted from your Gross Fees.

We reserve the right to withhold any payments of the Net Fees to you if we conclude, after investigation, that you have committed fraud or willful misconduct for the purpose of deceiving the learners or StudentScholars and/or in violation of these Teacher Terms, the Terms or the Policies.

For more details, please see our Payment Policy.

4.2 Payment method

Unless specified otherwise in these Teacher Terms, the Terms or the Platform Terms, all payments of the Net Fees to you will be made in United States (S$) dollars or such currency we may indicate from time to time, if any, in respect of your country of residence regardless of the currency with which the sale was made. We are not responsible for any currency conversion fees, wiring fees, or any other processing fees or duties you may incur.

You must, at all times, maintain such online payment account(s) or method(s) or bank account(s) as we may require from time to time, if any, based on your country of residence in good standing and keep us informed as to the correct contact details associated with such payment method(s) or account(s). If required by applicable laws, you must provide any identifying information or tax documentation necessary for payment of amounts due, and you agree that we have the right to withhold appropriate taxes from your payments. We will not be responsible or liable for any loss, damage, delay, costs or expenses that may arise from your non-compliance with these requirements or any applicable tax laws or from any issues that may arise from your use of or any other service provider’s services, which we are not affiliated with and do not endorse.

The Payment Policy shall prevail to the extent of any conflict or inconsistency with this Clause 4. Please regularly review our Payment Policy, which we may amend at our discretion from time to time, for any changes or updates.

4.3 Refunds

You acknowledge and agree that learners have the right to receive a refund, as set out in clause 6 of the Terms and our Refund Policy. Teachers will not receive any Class Fees from Sessions for which a refund has been granted under the Terms.

If a Session is completed, we will generally not issue refunds to learners, but reserve the right to do so at our discretion if a refund request is due to a breach of applicable laws, these Teacher Terms or the Terms.

The Class Fees in respect of such refund, if granted, may be at our discretion:

1. (a) deducted from the next or subsequent payment(s) sent or to be sent to you under this Clause 4; or
2. (b) where no further payments are due to you under Clause 4.2 (e.g. due to a suspension or termination of your Teacher Account) or the payments under Clause 4.2 are insufficient to cover the refunded amounts, require you to pay such amount refunded by us.

For more details, you may refer to our Refund Policy.

4.4 Taxes

Notwithstanding Clause 10 of these Teacher Terms, if your are purchased in a jurisdiction that requires us to remit goods and services, value added or other similar transaction taxes (“Transaction Taxes”) under applicable law, we will either, at our sole discretion, (i) set out the relevant Transaction Taxes in respect of your Prices, to be applied to a learner’s purchase on checkout, or (ii) collect the relevant Transaction Taxes from the Gross Fees, as may be indicated on the Services from time to time.

We may increase the sale price of your at our discretion where we determine that such Transaction Taxes may be due. For purchases through mobile applications, applicable Transaction Taxes are collected by the mobile platform (such as Apple’s App Store or Google Play).

5. Confidentiality

You may, in the course of your use or access of the Services (including, without limitation, your provision of the Teacher Services) be provided access to proprietary and confidential information belonging to StudentScholars or its affiliates, customers, users, teachers, vendors or other persons (collectively, “Confidential Information”).

Such Confidential Information includes, without limitation, any prices, fees, terms, Personal Data, customer information, information on other teachers, purchase or transaction information or data or analytics regarding the Services or lesson or teaching plans or materials provided by us (to the extent accessed and used by you as part of the Services), but excludes any information that is or becomes generally available to the public or to you on a non-confidential basis, other than as a result of a breach of your or any other person’s confidentiality obligations.

Unless expressly permitted by us in writing, you shall:

1. (a) keep all Confidential Information confidential and use it solely for the purposes of your use of the Services and provision of Teacher Services in accordance with these Teacher Terms (including the Safety Policy), and not for any other purpose;
2. (b) not disclose the Confidential Information to any person, save to the extent such disclosure is required by law, by any governmental or regulatory authority or by a court of competent jurisdiction, provided that, to the extent it is legally permitted to do so, you provide us as much notice of such disclosure as possible; and
3. (c) not make or retain any copies of the Confidential Information and shall, at StudentScholars’s instructions, destroy or return all such Confidential Information should you retain copies of the Confidential Information for any reason.

Without prejudice to any other rights or remedies StudentScholars may have, you acknowledge and agree that damages alone would not be an adequate remedy for any breach of Clause 5 or 6 of these Teacher Terms. Accordingly, StudentScholars shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of Clause 5 or 6 of these Teacher Terms.

6. Personal Data

Notwithstanding Clause 5 of these Teacher Terms, in the event you obtain or are provided access to any Personal Data pursuant to your use or access of the Services (including, without limitation, your provision of Teacher Services or the purchase of your by learners), you may, unless expressly permitted by us in writing in advance:

1. (a) only use and access such Personal Data solely within the Services in accordance with Clauses 5 and 6 of these Teacher Terms and the Safety Policy, and only for the purpose of providing the Teacher Services to learners using the Services, and not for any other purpose; and
2. (b) not transfer the Personal Data to any country outside of Canadian (including by downloading such data, if you are located overseas), or transfer or disclose the Personal Data to any person.

You must, in addition to the above, comply with all applicable data protection laws and regulations at

your own cost and expense, including, without limitation, by making reasonable security arrangements to prevent the unauthorised or accidental access, collection, use, disclosure, copying, modification, disposal or destruction of Personal Data.

You must, at your cost and expense, promptly notify us of any actual, or suspected data breach relating to Personal Data, and provide us all reasonable assistance in relation to any investigations or requests made by individuals or Canadian government authorities relating to Personal Data.

For the purposes of these Teacher Terms, “Personal Data” means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which the organisation has or is likely to have access.

Please refer to our Privacy Policy for further details.

7. License

By submitting or uploading Content to the Services, you grant us a non-exclusive, worldwide, royalty-free, fully paid, transferrable, sub-licensable, perpetual and irrevocable license to reproduce, publish, perform, distribute, communicate, transmit and adapt (including, without limitation, by adding captions or otherwise modifying the Content to ensure accessibility) the Content for the purposes of:

1. (a) making the Content available for purchase, viewing and access on the Services;
2. (b) subject to the payment of the relevant Class Fees, permitting users of the Services to view and access the Content through the Services; and
3. (c) making the promotion for you via Facebook, Twitter, and/or other global social media platforms by streaming, uploading, publishing or displaying any photos, videos, audio, images, messages, comments, data, text, links, documents or information, including as part of any class of your communications with other users; and
4. (d) offering or marketing the Services (including any Teacher Services accessible therein) .

In the event you use any Content provided by us or a third party content provider as part of the Services, you agree to comply with the terms of any third party notices or licences provided to you in respect of such Content, where such Content is provided by a third party content provider. Where such Content is provided by us or the aforementioned notices or licenses are not provided, you shall use and access such Content on the basis of a limited, revocable (with or without cause), non-exclusive, non-transferable, non-sublicensable license solely for the provision of your through the Services, and not at any time reproduce, redistribute, transmit, broadcast, share, lend, modify, adapt, edit, create derivative works of, sublicense or otherwise transfer such Content (other than within the Services) or for any other purpose.

Notwithstanding the foregoing, you have the right to remove all or any portion of your Content from the Services at any time. Removal of your Content will terminate the foregoing license [sixty (60) days] after such removal in respect of new users; provided, however, that any rights or licenses given to users who have purchased access to your Content prior to that time will continue in accordance with the Terms.

8. Content Standards

You agree to abide by our content quality standards or policies prescribed by us on the Services from time to time. You should check these standards or policies periodically to ensure that you comply with any updates to them. You understand that your use of the Services (including, without limitation, your provision of Teacher Services or the publication or display of any or Content on the Services) may be subject to a review period (if applicable) and is ultimately subject to our Content Policy, the Restrictions and our approval, which we may grant or deny at our sole discretion.

You are not required to upload Content to be made available to learners outside of Sessions.

However, we may, at our discretion and pursuant to this Clause 8 and our Content Policy and the Restrictions, require you to upload supporting materials and such other Content for carried out by you for such purpose.

We reserve the right to, at our discretion, remove or restrict access to any , Session(s) or Content, suspend payouts, and/or restrict, suspend or terminate the use of your Teacher Account for any reason at any time without prior notice, including, without limitation, where:

1. (a) you or the Teacher Services provided by you or your use of the Services or your Teacher Account do not comply with our Policies, applicable laws, these Teacher Terms or the Terms;
2. (b) the Teacher Services provided by you falls below our quality standards or has a negative impact on users’ experience;
3. (c) you engage in behavior that might reflect unfavorably on us or bring us into public disrepute; or
4. (d) as determined by us in our sole discretion.

For more details, please refer to Content Policy and the Restrictions.

9. Termination

Notwithstanding Clause 12 of the Terms, these Teacher Terms are effective unless and until terminated by either you or us. You may terminate these Teacher Terms at any time by deactivating your Teacher Account, if available through your Teacher Account settings, or notifying us that you no longer wish to use our Services.

We reserve the right to, at our sole discretion, and without liability or refund:

1. (a) suspend or terminate your Teacher Account and/or your access to the Services through the Teacher Account at any time for any reason without advance notice, including, without limitation, where your use of the Services or your Teacher Account does not comply with the Policies or for any breach of applicable laws, these Teacher Terms or the Terms; or
2. (b) change, modify, suspend or discontinue, whether temporarily or permanently, the whole or any part of the Services at any time, for any reason, and without advance notice.

You acknowledge and agree that if you deactivate your Teacher Account or if we suspend or terminate your Teacher Account, you will lose any information associated with your Teacher Account, including access to any or Content, and any outstanding payments due to you under Clause 4 of these Teacher Terms will be paid to you in accordance with Clause 4 of these Teacher Terms, save where any indemnities are due to us under Clause 10 of these Teacher Terms. We will not be liable for your or any other person’s loss of or loss of access to any or Content.

Upon termination, all licenses and rights granted to you in these Teacher Terms will immediately cease. Any rights or obligations incurred by us or you prior to termination shall survive the termination of these Teacher Terms between us and you for all purposes.

Clauses 4.1, 4.2, 4.3, 5, 6, 7, 8, 9, 10 and 11 of these Teacher Terms shall survive the termination of these Teacher Terms.

10. Miscellaneous

You acknowledge and agree that nothing contained in this Agreement shall constitute a partnership, agency, joint venture, employment or franchisor-franchisee relationship between you and StudentScholars.

You acknowledge that StudentScholars does not, and does not seek to, exercise any general rights of control over you and your provision of the Teacher Services, including the scheduling, content and conduct of any or Sessions, save to the extent set out in these Teacher Terms and the Terms, which you acknowledge is for the purposes of providing the Services to you. You retain the discretion to use the Services and create, run, manage, accept, decline, or cancel any or Sessions through the Services subject to these Teacher Terms and the Terms, and may cease to use the Services at any time.

You will be directly responsible for complying with any laws or regulations applicable to your provision of , Sessions or Content through the Services, including, without limitation, any tax, social security or employment contribution or insurance obligations incurred by you under your country or place of residence and any licenses, permits, consents, approvals or fees required, if any, for your performance of the Teacher Services.

To the extent permitted by law, you will indemnify and hold us harmless against any claims, penalties or fines by any authority or third party for non- or under-payment or non-compliance with the above.

11. Governing Law and Jurisdiction

You hereby agree that the laws of Canada shall govern these Teacher Terms and that the courts of Canadian shall have non-exclusive jurisdiction over any dispute arising out of or in connection with these Teacher Terms.

12. Contact Information

Questions about these Teacher Terms should be sent to us at info@StudentScholars.com.