Instructor Terms and Conditions

1. Legally Binding Agreement

These Instructor Terms of Use (the "Terms") constitute a legally binding agreement between you (including any business entity you are acting on behalf of, where applicable) (hereafter, "Instructor," "you," "your") and StackSocial, Inc. (hereafter, "StackCommerce," "Company", "We," "Us," or "Our"). The Terms govern your use of and access to Our software, mobile applications, platform, services, and other offerings on our Network of Sites (collectively, our "Products" or "Platform"). By registering as an Instructor, you agree to become bound by the Terms.

StackCommerce reserves the right to revise the Terms in its sole discretion at any time by posting the changes on this page. Changes are effective immediately after posting, and your continued use of Products after any change becomes effective shall mean that You accept those changes. You should visit the Site regularly to ensure You are familiar and aware of the latest version of the Terms. Notwithstanding the preceding sentences of this section, no revisions to these Terms will apply to any dispute between you and the Company that arose prior to the date of such revision.

Definitions

• Courses: means, singly or collectively as the context may require, live and recorded instruction and learning services provide by Instructors.
• Claimed Courses: Course(s) where the Purchaser has redeemed, enrolled in, and/or taken possession of the Course(s).
• Partner Sites: means, singly or collectively as the context may require, any affiliated publisher websites and sub-domains, and any other affiliated websites as may be designated by StackCommerce.
• Direct Sites: means, singly or collectively as the context may require websites owned and operated directly by StackCommerce.
• Network: means, singly or collectively as the context may require, a combination of Partner Sites and Direct Sites as defined above.
• Users: means any visitor to the Network.
• Students or Purchasers: any user that purchases an Instructor's Course.
• Manufacturer's Suggested Retail Price (MSRP): means the price provided by Instructors related to the recommended price at which the Instructor believes StackCommerce should sell the product.
• Lowest Online Price: means the lowest known current price the Instructor has allowed their Course to be sold online (including via website or mobile application).
• Sales Price: means the price at which StackCommerce makes the Course available to its Users.
• Net Sales Amount: means the amount received from Purchasers of Your Course less any refunds paid back to Purchasers, applicable sales or other taxes (if any), and credit card processing fees.
• Instructor Revenue Share: the percentage of Net Sales Amount that is earned by Instructors.
• Instructor Earnings: Instructor Revenue Share multiplied by the Net Sales Amount.

2. Additional Terms

Any personal information submitted in connection with Your use of Our Products is subject to Our Privacy Policy and our General Terms and Conditions of Use. If there is a conflict between the Instructor Terms of Use and Our General Terms of Use, the Instructor Terms of Use will govern.

3. Authorization & Approval

The Instructor authorizes StackCommerce to market, offer, sell and distribute one or more of Instructor's Courses, and StackCommerce shall offer, sell and distribute the Courses on the Network, subject to the terms and conditions set forth herein. All submitted courses are subject to Our approval and will not be published on the Network until all required materials have been received and approved by StackCommerce. Notwithstanding such approval, StackCommerce does not guarantee minimum distribution levels or success of any individual Course.

4. Course Redemption

For the Courses purchased by the Students, StackCommerce will (a) electronically notify each such Purchaser that such Purchaser's Course is available for redemption and (b) provide each such Purchaser with his or her Course. Instructor covenants and agrees to honor and redeem all such Course purchases in accordance with the terms and obligations set forth in this Agreement indefinitely. Students will redeem and view the Course on StackCommerce's redemption platform, which may vary at times and may include the use of a third party platform.

5. Pricing & Marketing Programs

The Instructor will provide StackCommerce with a Manufacturer's Suggested Retail Price (MSRP) for each submitted Course between $9 and $299 and will update the Company if the MSRP changes. StackCommerce agrees not to sell any Course above the MSRP. The Instructor will also provide the Lowest Online Price the Course is currently selling for on other websites or mobile applications if applicable. Our team of experienced merchandisers will set the Sales Price for each Course based on the Lowest Online Price and similar courses sold on StackCommerce (see the Course Pricing Guide). Instructors will be given the opportunity to review their Course and the Sales Price selected by StackCommerce prior to the Course being published on the Network. If no response is received within 3 business days of notifying the Instructor, StackCommerce may proceed to post the Course as indicated in the email. Once the Course is published on the Network, the Instructor authorizes StackCommerce, at any time and in StackCommerce’s sole discretion, to increase or decrease the Sales Price for the offered Courses. Please review the Course Pricing Guide to better understand successful Sales Price strategies based on Course hours and category.

In order to incentivize Users to purchase Courses, StackCommerce will create marketing programs by providing coupon codes or further discount the Course Sales Price during limited time deals and price tests. StackCommerce will typically provide coupons for 10% to 20% off of the Sales Price, but may further discount Courses based on need or market competition.

As part of Your use in StackCommerce's Products, You give the Company permission to share Your Course and information about both You and the Course with StackCommerce employees and selected partners, for which you will receive no compensation.

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

If You choose to participate in StackCommerce's optional Course Accelerator Program, the price in which your Course is sold as a part of that Bundle will vary and is defined in section 10.

6. Payments

Subject to full receipt of payment from Purchasers in good funds, StackCommerce will pay you a percentage of the Net Sale Amount received (Instructor Revenue Share).

For all Online Learning Product(s), the Remittance Amount is calculated as the Promotional Price of all Claimed Product(s) less any discounts related to coupon codes or other promotions, applicable sales or other taxes, multiplied by the Instructor Revenue Share percentage. Credit card processing fees (fixed at four percent (4%)) will be calculated based on the total customer purchase price and are subtracted from the Remittance Amount for all Offerings. Additionally, any applicable refunds, credits, fees, and/or chargebacks will be deducted from payments due to the Instructor. StackCommerce may choose to charge Users an additional processing/warranty fee in addition to the Promotional Price. If StackCommerce elects to charge an additional processing/warranty fee, it will not be included as part of the Remittance Amount. Additionally, if Instructor elects to have an accelerated payout, the fee will be deducted from the final Remittance Amount.

Instructors will earn an Instructor Revenue Share for any Course sold on StackCommerce's Direct Sites of fifty percent (50%). Instructor Revenue Share will be multiplied by the Net Sales Amount to determine Instructor Earnings.

StackCommerce's Network consists of hundreds of Partner Sites. StackCommerce also has a team dedicated to using marketing tactics (such as paid advertising) that spends Company money marketing Courses on different digital and non-digital marketing channels in an effort to increase sales. When a Partner Site sells Your Course, Your Instructor Revenue Share will be adjusted to twenty percent (20%) of the Net Sale Amount. StackCommerce may, in its sole and exclusive discretion, purchase and place advertisements for Your Course on third party websites and track the resulting sales through appropriate means (including, but not limited to, tracking pixels, cookies, and similar) "Paid Advertising." Instructor Revenue Share will be adjusted to ten percent (10%) of the Net Sales Amount for sales generated using Paid Advertising.

Users are entitled to refunds of Courses pursuant to Our General Terms of Service and You agree that StackCommerce may deduct refunds from subsequent amounts owed to You. StackCommerce will not charge Instructors more for refunds than they earned for the original sale of the Course. StackCommerce will reduce any earnings to Instructors in the month the refund is processed. In the event the Instructor Revenue Share of the Net Sale Amount from all Courses for that month is lower than the amount owed for refunds, the Instructor will be responsible for reimbursing StackCommerce within 30 days of receiving any invoice associated with the refund.

Payments will be made within 45 calendar days of the end of the month for which the Net Sale Amount for the Course is received. For clarity, see the table below:

Net Sale Amount Received	Payout Date Range
March 1 – March 31	May 1 – May 15
April 1 – April 30	June 1 – June 30

A third party payment processor may be used by StackCommerce to process payments. In some instances, the third party will require additional personally identifiable information from you to comply with applicable federal and state laws. Fees for transferring funds may be deducted from payments to the Instructor. Fees may vary by payment method and payment amount, and may be changed at any time.

As an Instructor, you are solely responsible complying with the federal, state, international or local laws that may apply to your activities on Our Platform. You must provide us with all identifying and tax information necessary to receive payments of any Earnings due. For those outside of the United States, you are solely responsible for determining whether you are eligible to be paid by a US company. Payments may be withheld if appropriate tax information or payment information is not provided to StackCommerce, or you are not eligible to be paid by a US company.

7. Customer Relations

While StackCommerce makes every effort to troubleshoot User inquiries regarding Instructor Courses, Instructors will be responsible for coordinating with StackCommerce in order to ensure all reasonable User questions or complaints are resolved in a manner that preserves StackCommerce's good reputation and best interests.

8. Instructor Representations & Warranties:

In consideration of being allowed to use the StackCommerce Platform, you represent and warrant as follows: (a) You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the Courses You offer on and through the Site and the Products; The Courses you offer do not infringe upon, misappropriate, or violate the intellectual property (including trademark, copyright or patent) or contractual rights of any other party; (b) You will not post or upload any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory, or libelous content; (c) You will not post or upload anything that enables illegal behavior; (d) You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Products or to any User; (e) You will not use the Products for any business other than for providing tutoring, teaching and instructional services to Students; (f) You will not engage in any activity that will require Company to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings; (g) You will not copy, modify or distribute Company Content except as permitted in this Instructor Agreement; (h) You will not interfere with or otherwise prevent other Instructors from providing their services or Courses;(i) You will maintain Your enrollment and account information, and all such enrollment and account information shall be accurate; (j) You are over the age of 18.

Any breach of the foregoing representations and warranties or other violations of the Term will constitute a basis for termination of all further use of Our Platform and, to the extent, we are subjected to third party claims as a result thereof, you shall be obligated to indemnify and hold harmless StackCommerce as set forth in the "Indemnification" section below.

9. Content, Licenses, & Permissions

You hereby represent and warrant that You have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms to StackCommerce with respect to Your Course and any other submitted content and that the Company 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 or have any liability to You or any other party as a result of any use or exploitation of Your Course and any other submitted content as authorized in these Terms. The Instructor shall immediately notify StackCommerce if any of the Instructor's representations, warranties, or covenants contained herein becomes inaccurate or untrue in any material respect.

Instructor grants to StackCommerce a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable and fully sublicensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, transmit, publish and publicly perform: (a) Instructor's name, logo and trademarks, domain names, and any photographs, graphics, artwork, text and other content provided or specified by Instructor (collectively "Vendor IP"); and (b) any third party's name, logo, trademarks, domain names, photographs, graphics, artwork, text and other content provided or specified by Vendor (collectively "Third Party IP") in connection with StackCommerce's rights and obligations under the Agreement, in any and all media or formats now known or hereinafter developed ("License"). Instructor acknowledges that any use of the Instructor IP or Third Party IP as contemplated herein is within the sole discretion of StackCommerce and StackCommerce may decide not to use the Instructor IP or Third Party IP at all.

Instructor warrants and covenants to StackCommerce that any advertising or promotional activities contemplated by this Agreement will not constitute false, deceptive, or unfair advertising or disparagement under any applicable laws.

You agree that We may record all or any part of any Courses (including voice chat communications) for quality control and for the purpose of delivering, marketing, promoting, demonstrating or operating the Site and the Products. You hereby grant the Company permission to use Your name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Site, Products, Courses, Company Content and Submitted Content and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith, to the extent permissible under applicable law.

At no point may an Instructor remove Course content from the StackCommerce Platform if there are any Students that have enrolled in or purchased the Course on the Network. Instructors that remove any Course content from the Platform will be liable to StackCommerce for the cost of any refunds given to Students that purchased the Course plus an additional ten percent (10%) fee.

10. Course Accelerator Program

Instructor agree to participate in the Course Accelerator Program (CAP) that is aimed at driving additional sales of Instructor's Courses. The CAP bundles multiple Courses together in order to create a curated offering that is marketable to a larger portion of the Network. Instructors acknowledge that their Course may be sold to Users as part of a "Bundle" containing other Courses from multiple Instructors. Please click here to learn more about Our CAP.

Pricing and payouts will differ for the three types of CAP Bundles used on the Network to promote your course. The definitions of each type of CAP Bundle is listed below:

Standard Bundle: StackCommerce will set the MSRP for Standard Bundles by combining the Instructor provided MSRP from each Course contained in the bundle. The Sales Price of the Bundle will be set at the sole discretion of StackCommerce and based on historical sales data and the perceived marketability of the Bundle. The Instructor will earn a portion of the Revenue Share for each Bundle purchased by a User that contains their Course.

Pay What You Want (PWYW) Bundle: StackCommerce will set the MSRP for PWYW Bundles by combining the Instructor provided MSRP from each Course contained in the PWYW bundle. Users will be given the option to define their own Sales Price for the PWYW Bundle. The Sales Price selected by the User will determine how many Courses in the PWYW Bundle they will receive. The Instructor will earn a portion of Revenue Share for each PWYW Bundle that their Course is included in when purchased by a User.

Buy What You Want (BWYW) Bundle: Users are allowed to pick from a handful of courses to create their own BWYW Bundle. The MSRP for the BWYW Bundle will be based on the sum of the Instructor provided MSRPs that the User selects. The Sales Price will be a fixed rate for a certain number of Courses and determined by StackCommerce. The Instructor will earn a portion of Revenue Share for each BWYW Bundle that their Course is included in when purchased by a User.

Revenue Share for Standard Bundles, PWYW Bundles, and BWYW Bundles will be governed by section 6 of this Agreement. The percentage of the resulting Revenue Share will be divided amongst the Instructors with Courses in Standard, PWYW, and BWYW Bundles one of, or a combination of, the following calculations:

1. By determining the percentage of hours of content in each Instructor's Course relative to the total number of hours of content in the Bundle. For example, an Instructor with 5 hours of content in a 25 hour Bundle would receive 1/5 of the Revenue Share.
2. By using the ratio of total Courses in the Bundle that belong to each individual Instructor. For example, an Instructor with 1 course in a 5 course bundle would receive 1/5 of the Revenue Share.

11. Termination

StackCommerce may terminate Your use of the Products or Site immediately without notice for any breach of You of these Terms or any of Our applicable policies, as posted on the Site from time to time. We may discontinue offering any Product, Course, or Content at any time (which will terminate Your right to offer these Courses in StackCommerce's Network). You may terminate Your use of the Site or the Products at any time by contacting Us at VendorRelations@stackcommerce.com. Upon receiving notification from You, StackCommerce will no longer make Your Course available for sale on Our Network within 15 business days of receiving notice. Students that purchased Your Course prior to the termination event shall continue to have access to all Course materials indefinitely or until StackCommerce decides to completely remove the Course. Instructors that remove any Course content from the Platform will be liable to StackCommerce for the cost of any refunds given to Students that purchased the Course prior to the termination event plus an additional ten percent (10%) fee. We have no obligation to retain any of Your Account, Courses, or submitted content for any period of time beyond what may be required by applicable law. Upon termination You must cease all use of the Site and Products. Any accrued rights to payment and all representations and warranties shall survive termination.

12. Limitation of Liability

TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF STACKCOMMERCE, INC., OR ANY OF ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS, EXCEED $100.00. YOU EXPRESSLY UNDERSTAND AND AGREE THAT STACKCOMMERCE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF STACKCOMMERCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, "DAMAGES"), RESULTING FROM: (A) THE USE OR INABILITY TO USE ANY ASPECT OF THE SERVICES; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICES; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICES; (F) ANY OTHER MATTER RELATING TO THE SERVICES; (G) ANY BREACH OF THIS AGREEMENT BY STACKCOMMERCE OR OUR FAILURE TO PROVIDE THE SERVICES UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN SOME JURISDICTIONS, LIMITATIONS OF LIABILITY ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. THIS PARAGRAPH SHALL NOT AFFECT THE RIGHTS LISTED BELOW IN THE SECTION TITLED "INDEMNIFICATION."

13. Indemnification

YOU AGREE TO INDEMNIFY AND HOLD STACKCOMMERCE AND ITS AFFILIATES, EMPLOYEES AND OFFICERS, HARMLESS FROM AND AGAINST ALL DAMAGES, COSTS (INCLUDING, WITHOUT LIMITATION, SETTLEMENT COSTS), LOSSES, EXPENSES, (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) AND LIABILITIES RELATING TO ANY CLAIM OR DEMAND ASSERTED BY ANY PARTY AGAINST STACKCOMMERCE AND/OR ITS AFFILIATES, EMPLOYEES AND OFFICERS ARISING FROM OR RELATED TO YOUR ACTIVITES OR CONDUCT ON OR THROUGH THE PLATFORM/PRODUCTS.

14. Disclaimer

StackCommerce's Platform and its content and all services are provided as is, with all faults, with no representations or warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose or non-infringement. You assume total responsibility and risk for your use of this Platform, Products, all related services, and the Network (including any third party websites). No oral or written information or advice given by StackCommerce or its authorized representatives shall create a warranty of any kind. Any references to specific products or services on the Platform do not constitute or imply a recommendation or endorsement by StackCommerce unless explicitly stated otherwise.

15. Miscellaneous

1. Entire Agreement: This Agreement constitutes the entire agreement between you and StackCommerce. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and StackCommerce regarding the subject matter contained in this Agreement.
2. Severability: If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.
3. Survival: Any section or provision of this Agreement intended or required to survive the termination or expiration of this Agreement in order to achieve its full effect, shall survive any such expiration or termination.
4. No Employment, Partnership, Joint Venture or Agency: The Parties are independent contractors, and nothing contained herein will be construed to create an employment relationship, partnership or joint venture between StackCommerce and Instructor or to make either StackCommerce or Instructor an agent of the other party hereto for any purpose. Neither Party has the authority, without the other Party's prior written approval, to bind or commit the other Party in any way.
5. Notices: Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.
6. Force Majeure: Whenever a period of time is herein prescribed for action to be taken by StackCommerce, StackCommerce shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of StackCommerce.
7. Disclaimer of Warranties: EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, StackCommerce MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF VENDORABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. StackCommerce DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE SHALL BE UNINTERRUPTED OR ERROR-FREE, THAT COUPONS OR COURSES WILL BE ERROR-FREE, THAT ANY ERRORS, OMISSIONS OR MISPLACEMENTS IN THE COURSES OR COUPONS WILL BE CORRECTED, OR THAT THE PROMOTION OF THE INSTRUCTOR COURSES WILL RESULT IN ANY REVENUE OR PROFIT FOR VENDOR.
8. Governing Law and Venue; Disputes: The validity, interpretation and construction of the Agreement and all other related matters shall be governed and interpreted by the laws of the State of California, without regard to its conflict or choice of law principles. Venue for any disputes, controversies or claims arising out of or relating to the Agreement or the breach hereof, and the rights granted or obligations undertaken therein, shall be limited to a federal or state court located within Los Angeles County, California. Each Party hereby submits to the exclusive jurisdiction of such courts. Vendor waives any right to a jury trial and agrees that any proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.