These Instructor Terms and Conditions were last updated on January 13, 2020
1. Instructor Representations and Warranties You represent and warrant to ndgenius, LLC that:
You have the authority to enter into this Agreement
You are at least 18 years of age
You have the required knowledge, skills, credentials, qualifications, and expertise to provide the services you do through your Submitted Content.
You will represent yourself and your qualifications accurately to ndgenius, LLC and to students.
You will conduct yourself professionally and in a manner that corresponds to the standards of your industry. You will provide a high standard of instructional services, including responding to student questions and assignments in a timely manner and promoting an atmosphere of respect.
You will use reasonable efforts not to incorporate or use any inaccurate, misleading, libelous, slanderous, defamatory, pornographic, or obscene materials or commentary in your Submitted Content.
You will not infringe upon the copyright, trademark, or other intellectual property, personal, or privacy rights of any person or entity. Furthermore, you will not submit any content that would require ndgenius, LLC to obtain a license or pay royalties to a third party (for example, for a music or sound recording). You have all rights, licenses, consents, or other permissions that are required or necessary to license any Submitted Content to ndgenius, LLC, including from any presenters other than yourself who you invite to participate in your Course. ndgenius LLC shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use or exploitation of your Course or other Submitted Content as authorized in these Terms.
You will immediately notify ndgenius, LLC if any of your representations, warranties, or covenants contained herein becomes inaccurate or untrue in any material respect.
2. License to ndgenius, LLC You and ndgenius, LLC each respectively retain full ownership of our own intellectual property. You grant ndgenius, LLC the right to offer and market your Course or other content you submit to us, and to sublicense it to students directly or through third parties.
We may make and keep a record of all or any part of any Course for the purposes of quality control and delivering, marketing, promoting, demonstrating or operating the Services.
You hereby grant ndgenius, LLC permission to use your name, likeness, image or voice for the purposes of offering, delivering, marketing, promoting, demonstrating, and selling your Course and Submitted Content, and waive all rights of privacy, publicity, or any other rights of a similar nature in connection therewith, to the extent permissible under applicable law.
You have the right to amend, update and/or remove any Course or any Submitted Content or portion thereof at any time, unless otherwise agreed. After we receive a written request from you to remove such content, there will be a period of no more than 60 days during which we may continue to sublicense it to new users. However, rights we gave to students before the Submitted Content's removal will continue in accordance with the terms of those licenses, including any lifetime licenses.
3. Relationship of You, ndgenius, LLC, Instructors and Students
You and ndgenius, LLC agree that no employer/employee relationship is created or contemplated by this Agreement. Furthermore, no joint venture, partnership, contractor, or agency relationship exists between us. Either you or we may terminate the relationship at any point, and for any reason or no reason, except as subject to the final paragraph of Clause 2 in these Instructor Terms and Conditions, License to ndgenius, LLC.
Instructors do not have a direct contractual relationship with students. You will only receive data about students that is provided to you by ndgenius, LLC. You agree that you will not attempt to solicit additional data from students, that you will not use personal student data outside of ndgenius LLC’s platform, nor for purposes other than providing services through ndgenius, LLC, and that you will not store student data outside of ndgenius, LLC’s platform. Furthermore, you agree that you will use ndgenius, LLC’s Services only for the purposes of providing teaching, coaching, or instructional services to students and will not post, submit, or otherwise contact students with unsolicited advertising or promotional materials. You will indemnify and hold ndgenius, LLC harmless from any lawsuits, claims, damages, awards, fees or costs, including attorney’s fees, arising or resulting from your use or misuse of Student information.
You do not have an exclusive claim to any Course topics. You will not interfere with any other Instructors who provide Courses through ndgenius, LLC.
From time to time we may, as a courtesy, provide you with materials you can freely elect to use or not use in your Course marketing or content. The rights to these materials shall remain with ndgenius, LLC, and you are not to use these materials outside of our Services.
You will not use outside of our Services any video or audio recordings created using resources provided by ndgenius, LLC, or that include video, images, or audio of ndgenius, LLC Students or Users.
You will hold proprietary information, trade secrets, or business information (collectively hereinafter referred to as “Confidential Information”) shared and/or exchanged between ndgenius, LLC and yourself in strictest confidence and will not disclose it, directly or indirectly, to any third party unless we grant you advance written authorization. The Confidential Information includes, but is not limited to, information that is not known to the general public about business practices or the platform ndgenius, LLC uses to host courses. It excludes information you knew before we disclosed it to you, as evidenced by your written records, or that was disclosed to you by a third party having a lawful right to do so, or that is or becomes public other than through a breach of the agreement by you. Furthermore, you agree that will not use any Confidential Information for the purpose of diverting or taking away business from ndgenius, LLC.
You must set your prices to at least the minimum required prices below. However, we strongly encourage you to set them to at least our minimum suggested prices. Remember, these are the lowest prices we recommend, and you could easily design a course at a higher price. For more information on strategies for pricing your class, visit our pricing page for instructors. When in doubt, contact us and we’re happy to think through with you how to best price your course.
5. Promotions and Payments
From time to time and in our sole discretion, we make use of discounts, promotional sales, and affiliate marketing programs that offer customers up to 25% off of the list price (or provide up to 25% commission for affiliate programs). The intent is to increase revenue for your Course, but there is no guarantee of results. If you would like to opt out of participating in these promotions and programs, you must make a written request to us at the time you submit your Course marketing materials to us, or at the time you approve marketing materials we have made for you.
You will be paid fifty percent (50%) commission on the total of all sales received from your Course, less: (a) applicable payment processing fees on sales (currently 2.9% + $0.30 per transaction), (b) any refunds or any chargebacks and associated fees; (c) applicable sales or TERO taxes; and (d) any costs incurred directly for your course that you and ndgenius, LLC agree to in advance of the costs being incurred.
We will send your payment via PayPal or check, depending on your preference, according to the following schedule (this schedule is set to provide time for the majority of any refunds to be accounted for before you receive payment):
For Courses that students can consume at once upon purchase, we will send payment within 45 calendar days of the end of the month for which a student paid for the Course.
For Courses that have scheduled course sessions, we will send payment within 45 days of the last scheduled course session.
You agree that you are solely responsible for reporting and payment of all income, Social Security, and self-employment taxes for payments received from ndgenius, LLC. You must complete a W-9 form from the IRS, available here: https://www.irs.gov/pub/irs-pdf/fw9.pdf and submit it to us by email to firstname.lastname@example.org. If you fail to submit a W-9, we reserve the right to withhold payment. If you were paid $600 or more during the year for services you performed through us, we will provide you with a form 1099.
6. Refunds and Chargebacks
At times, customers who paid with a credit card may use a forced transaction reversal initiated by the cardholder’s bank to dispute a charge. In these instances, the credit card company reverses the customer’s charges and imposes an additional chargeback fee, which you are solely responsible for, and which we will deduct from your payment.
In instances where a refund is granted or chargeback is imposed after we have already paid you, the amount will be taken off of your next payment. If your course does not make additional sales within the month after a refund is granted, you will be required to pay the amount you are responsible for back.
7. Changes to the Instructor Terms and Conditions We may review and update these Instructor Terms and Conditions at any time in our sole discretion. We will notify you of any material changes to these Instructor Terms and Conditions in a conspicuous way, such as by sending you an email or by posting a notice on our Website. Unless stated otherwise, all changes are effective immediately when posted, and shall supersede any previous Instructor Terms and Conditions. If you continue using our Services after we change our Instructor Terms and Conditions, that shall indicate that you agree to the changes.
8. Survival The following sections shall survive the expiration or termination of these Terms: Sections 2 (License to ndgenius, LLC); 3 (Relationship of You, ndgenius, LLC, Instructors and Students); 4 (Payment and Promotions); and 5 (Refunds and Chargebacks).