Instructor Agreement

Published: 21-June-2023

Effective: 28-June-2023

    1. This Agreement for Instructors (hereinafter, “Instructor Agreement”/ “This Agreement” / “Agreement”) applies to all registered instructors on our Platform.
    2. The Platform is operated and owned by StepUpwards Learning Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at No. 14, Bhattarahalli, Old Madras Road, KR Puram, Bangalore, Karnataka 560049, India. 
    3. For the purpose of this electronic record, wherever the context so requires, the terms “you”, “your”, or “Instructor”, shall mean and refer to any natural or legal person who has agreed to become an instructor and offering courses, Training Services and Submitted Content on the Platform by registering on the Platform. The terms “StepUpwards”, “Company”, “we”, “us” or “our” shall mean StepUpwards Learning Private Limited. The Instructor and the Company may jointly and/ or severally be referred to as “Parties”/ “Party”.
    4. Please read This Agreement before using the StepUpwards Platform. This Agreement is a part of and incorporated within, and are to be read along with, our Terms of Use (hereinafter, “Terms of Use”).
    5. Any capitalized terms not defined in This Agreement are defined as specified in the Terms of Use
    6. Any version of This Agreement in a language other than English may be provided for convenience upon request. If there is any conflict with a non-English version, you agree that this English language version of This Agreement (along with any changes thereto) will prevail.
    7. You may want to print a copy of This Agreement for future reference.
    8. This electronic record is generated by a computer system and does not require any physical or digital signatures.
    9. By using this Platform, clicking the “I accept” button or completing the registration process, you agree and acknowledge that you have reviewed This Agreement, have given your consent, and accepted This Agreement.
    1. The Company is an online Marketplace using its Platform to allow Instructors and Learners to connect, teach, train, and learn. The Company provides such services via their Platform through various course instructors. 
    2. The Instructor has represented relevant qualifications, skills, credentials, certifications, awards, publications and experience, to offer services and train the courses via the Company’s marketplace. The Instructor has further represented and warranted to the Company that they have all the rights, licenses and permissions in order to carry out the Training Services, as required under law.
    3. Relying on the aforesaid representation and the terms and conditions set out in This Agreement, the Company has agreed to allow the Instructor to provide Training Services via its Platform, upon the terms and conditions contained herein.
  3. It is agreed as follows:
    1. Definitions
      1. “Platform” means the Company’s website (hereinafter, the “Website”) and application for mobiles and handheld devices (hereinafter, the “App”) and its integrated systems, and/or APIs thereunder.
      2. “Marketplace” means the Platform maintained by the Company via which, Instructors offer courses, Training Services and Submitted Content, and Learners and Clients can access such courses, Training Services and Submitted Content, including enrolling and making payment for the same. 
      3. “Learners” shall mean and refer to any natural or legal person who has lawfully obtained access to the Training Services and other parts of the Company’s Marketplace. The Company is not responsible for any unlawful access of the Company’s Marketplace, content, or any other information thereof. 
      4. “Training Services” are the educational services (including courses, teaching, training, skill development, subscription services and any Submitted Content) relating to the courses, which the Instructors provide to Learners on the Company’s Marketplace via the Platform. The Training Sessions are hosted by StepUpwards on the AWS S3 Server Space and/or Vimeo.
      5. “Submitted Content” means any and all content (including any adaptions, updation, modifications, and versions thereof) posted on the Company’s Marketplace by the Instructor as part of the Training Services, including but not limited to, any content, promotional material, course material, notes, video content, live streaming content, assignments, resources, questions, answers to questions, etc.
      6. “Intellectual Property" includes ideas, concepts, creations, brand names, inventions, improvements, know how, trademarks, service marks, designs, patents, utility models, tools, devices, models, methods, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, formulas, proprietary techniques, research projects, and other confidential and proprietary information, databases, data, documents, instruction manuals, records, memoranda, notes, whether or not copyrightable or patentable, or any written or verbal instructions or comments.
      7. “Intellectual Property Rights” or “IPRs” includes 
        1. all rights, title, and interest under any statute or under common law including patent rights; copyrights including moral rights; and any similar rights in respect of Intellectual Property, anywhere in the world, whether negotiable or not; 
        2. any licenses, permissions and grants in connection therewith; 
        3. applications for any of the foregoing and the right to apply for them in any part of the world; 
        4. right to obtain and hold appropriate registrations in Intellectual Property and, 
        5. all extensions and renewals thereof (vi) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the same.
      8. “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Confidential Information shall not include any information that 
        1. is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, 
        2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, 
        3. is received from a third party without breach of any obligation owed to the Disclosing Party, or 
        4. was independently developed by the Receiving Party.
      9. "Non-Training Services" are services which have not been offered on the Platform. At the behest of the Instructors, Clients, or Learners, the Training Services are offered on the Platform. The Training Services offered on the Platform may be modified in part or full. StepUpwards has no role or responsibility in such Non-Training Services of the Instructors, Clients or Learners, including instances where Non-Training Services are conducted by the Instructors, Clients or Learners on the Platform.
    2. Instructor’s Representations, Warranties, and Covenants 
      1. Provision of Service
        1. The Instructor is personally responsible and liable for the Training Services provided by them, and the Submitted Content posted by them, on the Company’s Marketplace. 
        2. That the standard of Training Services and Submitted Content provided by the Instructors is comparable with the norms of the industry.
        3. The Instructor is responsible for the updating and maintaining of their account information on the Platform to reflect accurate data.
        4. The Instructor represents and warrants that they have the necessary qualifications, skills, credentials, certifications, awards, publications and experience to provide the Training Services.
        5. The Instructor represents and warrants that they have all the rights, licenses, and permissions in order to carry out the Training Services, and provide the Submitted Content as required under law.
        6. The Instructor authorises the Company and provides it free access to the use, and exploit the Training Services and the Submitted Content for the purpose of training the Company’s employees, select partners, and any other Users/ Learners who the Company in its sole discretion may so decide. 
        7. The Instructor warrants and represents that they have not been barred by any authority from conducting the Training Services or from establishing commercial relationship with the Company. In the event of such restrictions imposed up on the Instructor, the Instructor will promptly inform the Company. Any failure to do so, will lead to the immediate termination of the said Agreement, and full waiver of rights conferred to the Instructor under the said Agreement. 
        8. The Instructor warrants and represents that there are no on-going legal issues pertaining to the Training Services and the Submitted Content or pertaining to the Instructor themselves. The Instructor will duly notarise the Company for any such issue, which has arisen or is foreseeable. 
        9. The Instructor will ensure that the Training Services will duly follow the schedule as set and accepted by Learners and/or Clients for such Training Services. StepUpwards has the discretion to take adequate steps for non-performance of such services or unprofessional performance of the services.
        10. The use of the Training Sessions and Submitted Content are designed for learning and skill development of Users.
        11. The Instructor consents to the recording of the Training Sessions by StepUpwards for internal monitoring and quality assessment. Such recordings may be converted into transcripts by using any third party software, tools or services. The recording or transcripts of the Training Sessions can be stored, shared or reviewed by StepUpwards for any authorized purpose. Such authorised purposes includes quality monitoring, training, illustrations, disposition, order from competent authority or any other use deemed fit by StepUpwards.
        12. The Instructor is responsible for conducting, using, accessing, viewing and browsing the Platform including the Training Sessions and Submitted Content from public place. It is the Instructor’s responsibility to not share any sensitive or personal information and to be in a public place where privacy is temporarily relinquished at all such times.
      2. Instructor’s Obligations relating to Intellectual Property Rights
        1. The Instructor warrants and declares that Training Services, and the Submitted Content is an original creation and that no third party IPRs have been infringed in formulating, creating, and providing them on the Company’s Marketplace via the Platform.
        2. The Instructor warrants and declares that in case the Training Services and the Submitted Content are not their original creation, they have the requisite rights, licenses, and permissions for providing them on the Company’s Marketplace via the Platform. 
        3. The Instructor has licensed, authorised, and permitted StepUpwards to utilize the Submitted Content in accordance with This Agreement, and the Terms of Use.
        4. The Instructor agrees to indemnify and hold harmless StepUpwards against any loss, damages or claims arising out of violation of any third party IPRs by the Instructor in relation to the Training Services and/ or Submitted Content provided by him/her on the Company’s Marketplace via the Platform.
        5. The rights and obligations contained under this Clause shall continue to be in force after termination of This Agreement.
      3. The Instructor Covenants to not
        1. Post or give any wrong, misleading, hostile, racist, derisive, sexist, pornographic, abusive, derogatory or infringing comment, content, or information in course of its Training Services or in the Submitted Content, or in any interaction with the Learners or Users. 
        2. Provide any unsolicited or unapproved promotional material, spam, or unwanted communication through the Platform, or to any User. 
        3. Use the Platform for any other purpose other than fulfilling your obligations to the Learners and Clients.
        4. Engage in any action that would require the Company to acquire licenses from or pay royalties to any third-party for whatsoever reason, or on any account.
        5. Install or embed the Training Services, be it a paid or free course, or circumvent the Platform in any manner whatsoever.
        6. Impersonate any other person, or access someone else's account without authorisation.
        7. Interfere with, or prevent other Instructors from offering Training Services and/ or Submitted Content on the Platform.
        8. Abuse StepUpwards’ assets or resources in any manner whatsoever.
    3. License
      1. The Instructor licenses the Training Services and the Submitted Content to the Company in consideration of, and to be used in accordance with This Agreement and the Terms of Use. The Instructor will be liable for breach of This Agreement, if the Instructor directly or through any representative, demands from the Company any license fee other than the consideration provided for in This Agreement. Everytime the Company offers the Training Service or Submitted Content to a different set of audience of the same Client or a new Client, it will be treated as a unique or independent transaction.
      2. In consideration of and under This Agreement, the Instructor grants the Company the license to offer, market, use, and reproduce, the Submitted Content, in any manner that the Company may think fit and proper, including but not limited to sublicensing it to Learners or Clients directly or through third parties on behalf of the Instructor. The Instructor will be informed of such activity from time to time. 
      3. Under the said license, the Company can add captions, subtitles or suitable modifications to the Submitted Content for the purpose of accessibility and promotion across any media. 
      4. After 90 days of the removal of the Submitted Content from the Platform, the Company will not license the Submitted Content to any other person. Notwithstanding, 
        1. rights given to Learners and Clients before the Submitted Content's removal from the Platform, which will proceed as per the particulars of those licenses, including grants of lifetime access, and 
        2. the Company’s rights to utilize such Submitted Content for promotion purposes which shall remain. 
      5. The Instructor authorizes the Company to take actions on their behalf, under the applicable law, to prevent piracy of the Training Services and the Submitted Content, and to recover any damages or losses caused due to such piracy. 
    4. Usage of the Company’s Intangible Assets
      1. The Instructor can use the brand names and trademarks owned by the Company on the Platform in course of provision of the Training Services. Such usage of the Company’s aforesaid assets, are to be in compliance with the guidelines and applicable policies. The following conditions are applicable for all such use:
        1. The Company’s brand names or trademarks can only be used for promoting or selling your courses on the Company’s Marketplace via the Platform. 
        2. In the event the Company notifies you to, you will immediately stop using such brand names and/ or trademarks.
        3. To not use the brand names or trademarks in a dishonest, or misleading way. 
        4. To not suggest endorsement of the Training Services and the Submitted Content by the Company.
        5. To not hurt or cause hurts to religious sentiment.
        6. To not damage or cause damage to property or reputation of the Company or of any other natural or legal person.
        7. To not use the brand names or trademarks in a way which violates applicable law. 
        8. The Company will exclusively own all IPRs created by the Instructor under This Agreement where such IPRs have been created on the Marketplace or for the exclusive purpose of being used on the Marketplace. 
    5. Trust and Safety Policies
      1. The Instructor will maintain and uphold the Company’s Trust and Safety policies, Restricted Topics Policy, and any other course quality norms, guidelines or standards updated and released by the Company from time to time.
      2. The Company can remove the Submitted Content, and/ or suspend the Training Services, and/ or payouts, and ban Instructors, from the Platform without any prior notice. The Company can do so in the following circumstances, if the Instructors whether directly or indirectly: 
        1. Are in non-compliance of any of the Company’s terms or policies. 
        2. In case the quality of the Training Services and the Submitted Content is found to be inadequate at the Company’s sole discretion. 
        3. In the event of any misconduct by or on behalf of the Instructor.
        4. In the event any act or omission to act of the Instructor negatively impacts or may potentially negatively impact the Company or any of its agents, partners, and affiliates. 
        5. For any other reason at the sole discretion of the Company. 
      3. The Company may record the Training Services and/ or the Submitted Content or any part thereof for the purpose of quality control, conveying, advertising, advancing, distribution, illustration, promotion or providing services. The Instructor authorizes StepUpwards the right to utilize the Instructor’s name, resemblance, voice, and images in connection to offering, promoting, selling or delivering Training Services on the Platform. The Instructor waives any rights of privacy, publicity, or privileges of a comparative sort, to the degree admissible under relevant law and such demands will not be admissible. 
    6. Relationship with other Users
      1. The Instructor can add co-instructors and/or training associates for the Training Services. The co-instructors and training associates will be obliged to adhere to all the terms and policies applicable to the Instructor. The Instructor will be responsible for the conduct and operations of the said co-instructors and training associates.  
      2. Instructors don't have a direct relationship with Learners and Clients; however, you may have access to data on the Learners or Clients through the Services for the courses provided by you. You undertake that you:
        1. will not use the data for any other purpose other than that required for fulfilling your obligations on the Platform;
        2. will not request additional user data nor store any personal data outside the StepUpwards Platform;
        3. will indemnify StepUpwards against any claims arising from your use of Learners’/ Clients’ personal data.
    7. Consideration
      1. The Instructor's Revenue Share will be seventy percent (70%) of the Net Revenue, unless stated otherwise. For every Instructor, the revenue model as per the Purchase Order will be final and applicable.
      2. The Company will collect applicable taxes on the transactions and the payments made by the Clients / Learners. The Company will deposit such tax collected with the relevant authorities as per the applicable law.
      3. The Company will make all payments to the Instructors based in India in INR, and to the Instructors from all other countries in USD. All charges for making such payments including the transaction processing charges (excluding foreign exchange currency and remittance charges) will be borne by the Company.
      4. The payments will be made to the Instructor’s linked PayPal or Bank account. The Instructor payments are subject to withholding or deducting tax as per applicable law. The Instructor will provide related tax information required for making the payment. In absence of proper tax information provided to the Company, the Company reserves the right to withhold payments and charge penalties from the Instructor.
      5. In every Training Service, StepUpwards will pay Fees to the Instructor on a pro-rata basis for completed Training Services. The invoices received between 01st to 15th of the month would be processed on the 23th of the said month and the invoices received between 16th to 31st of the month would be processed on the 7th of the next month.
      6. The Company will make payments to the Instructor as per terms set out in the Purchase Order for the completion of the Training Service.
      7. The Company reserves the right to not make any payments in case of fraud, infringement of IPRs or violation of any law/ agreement.
      8. You permit us to allow free access to your Training Services to our employees, select partners, and restore free access to Clients / Learners who previously purchased your courses. You understand and agree that you will not receive any compensation in these cases, unless the Client makes payment for such access to the Training Service.
      9. If any fees/ part fees for the Training Service, is returned/ refunded by StepUpwards to the Client, the Instructor shall be obliged to return to StepUpwards a proportionate amount of the Fees. In all such cases, StepUpwards reserves the right for the final decision of the refund of the fees pursuant to evaluating the reason for returning / refunding the fees for the Training Service, wherein the Instructor may provide a justification on the Training Service.
      10. All amounts payable by StepUpwards to the Instructor are subject to offset against any amounts owed/ due by the Instructor to StepUpwards. In case the Instructor owes any amount to StepUpwards and offset is not possible within 3 months, such amount shall be returned to StepUpwards by the Instructor.
      11. The Instructor is responsible to independently set the Fees for the Training Services. StepUpwards is not involved in setting such Fees. StepUpwards will have no role or liability thereof in case the Training Services are prematurely discontinued.
    8. Promotions and Advertisements
      1. The Company may organize and execute promotional programs from time to time. The Instructor has the option of taking part in these discretionary promotional services organised by the Company. Such promotional Services may help grow the Instructor’s opportunities on StepUpwards Platform by marketing the Training Services on other channels. 
      2. The Instructor may also promote their Training Services through a course referral link or coupon code. The coupon code must be generated within the Platform. The actual discount applied by these coupons may be slightly higher due to rounding off and currency conversions. 
      3. Any coupon code generated on the Platform by the Instructor will be subject to limits, and the Instructor cannot sell them on third-party websites or otherwise offer them in exchange for compensation. 
      4. StepUpwards may establish relationships with a network of affiliates. We may also place paid digital advertisements. StepUpwards may leverage advertising platforms to promote the Training Services to new clients.
      5. By participating in promotions and advertisements programs, you authorize StepUpwards to employ third parties, including resellers, distributors, affiliate sites, deal sites, and paid advertising on third-party platforms (together, “Advertising”) to promote your content. 
      6. The Instructor waives all rights and claims from any advertisement revenue earned by the Company from the Company’s Marketplace. The Instructor cannot claim any revenue or earnings for such advertisement, including advertisement on the Instructor’s page or account on the Company’s Marketplace. 
      7. The Company is authorized to act as the Instructor’s agent or appoint such persons on behalf of the Instructor necessary for promotion of the Training Services. The Instructor will explicitly give consent in case any consideration is required from the Instructor for such promotional activity. 
    9. Confidentiality
      1. You acknowledge that during the course of your engagement with the Company under This Agreement, You have and will continue to have access to Confidential Information. You will not under any circumstance during engagement or at any time after the termination of your engagement with the Company for whatsoever reasons, except with prior written sanction of the Company, make any use of or disclose either directly or indirectly to any person, firm or body corporate any Confidential Information.
      2. During your engagement with the Company, You will not without the prior written consent of the Company, make copies or reproduce in any manner any of the Confidential Information (other than as required for the conduct of business), or publish or cause to be published any publication or contribute any article or review to any newspaper, magazine or other publication whether for remuneration or otherwise on a subject in any way related to or concerning the Company's business.
      3. You will remain bound by the Confidentiality Clause even after the termination of This Agreement.
      4. You will not at any time during the continuance or after the termination of This Agreement with the Company make any use whatsoever for Your own or any other purpose or purposes of any information, knowledge or know-how that may be obtained by You directly or indirectly during the course of or incidental to Your engagement in relation to the business affairs, processes patented or otherwise owned by the Company or in respect to processes held in trust for the Company or in respect whereof the Company is a licensee, sub-licensee or agent.
      5. You shall comply with and do all things necessary to permit the Company to safeguard its Confidential Information and shall promptly inform the Company of any potential or accidental disclosure of Confidential Information and shall take all steps, together with the Company, to retrieve and protect the said Confidential Information.
      6. You agree to co-operate with the Company and sign any User/Client specific confidentiality agreements that may be required from time to time.
    10. Termination 
      1. You and/ or the Company shall be at liberty to terminate This Agreement, at any time, by giving the other party thirty (30) day's written notice of such termination.
      2. This Agreement between the Parties may be terminated in the following circumstances:
        1. If the Instructor is incapable of rendering the Training Services for a period of more than one month without prior written notice to the Company. 
        2. For the breach of any of the conditions set forth in This Agreement. 
        3. If any judicial order or government regulation bars the Instructor from providing Training Services on the Company’s Marketplace. 
      3. Without prejudice to any of the rights and remedies which the Company may have against You, the Company will be entitled to terminate This Agreement in relation to You forthwith without giving any notice whatsoever or payment in lieu thereof in case of any act of disobedience, indiscipline, insubordination, incivility, insobriety, dishonesty, irregular attendance or other serious misconduct or negligence on Your part in connection with the Training Services, or the breach by You of any part of This Agreement.
      4. For the purpose of Clause 9, the Company's opinion as to whether any of the events mentioned therein have occurred will be final and binding on You and You will not be entitled to question the same on any ground whatsoever. 
      5. Upon termination or determination of This Agreement with the Company for any reason whatsoever, you will immediately: 
        1. hand over responsibilities to such person or persons as may be nominated by the Company to assume conduct of your role;
        2. surrender to the Company or its nominated/authorized representatives all original and copies of business documents, including reproductions, software or any data, and correspondence either addressed to You by the Company or received by You pursuant to the engagement. 
        3. inform the Company of all passwords, pass codes, pin numbers and any other similar information used by You in relation to any information technology systems, vehicles and/or any other secured property of the Company.
    11. Miscellaneous
      1. The Instructor cannot assign any of the rights granted under This Agreement to any other natural person or legal entity.
      2. The Company reserves the right to update This Agreement from time to time, with immediate effect, and without giving notice and supersession to all prior terms. The Instructor will be notified by email or by posting a notification of such updates. By continuing utilization of the Company’s Marketplace post updates of This Agreement certifies the acceptance of the changes. 
      3. Each Party is responsible for their own actions and the Parties do not have any fiduciary or master servant relationship. The Instructor will indemnify the Company for any loss incurred by the Company due to the Instructor. 
      4. Each of the restrictions contained in This Agreement are considered reasonable by the Company and are intended to be separate and severable.  In the event that any of the said restrictions shall be held void, but would be valid if part of the wording thereof were deleted, altered or amended, such restriction shall apply with such deletion, alterations or amendments as may be necessary to make it valid and effective.
      5. The Company may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or rights granted to it in This Agreement by You, without in any way prejudicing or affecting its rights in respect of any part of the liability or right not so released, compounded, compromised, waived or postponed.
      6. No single or partial exercise, or failure or delay in exercising any right, power or remedy by the Company shall constitute a waiver by it of, or impair or preclude any further exercise of, that or any right, power or remedy arising under This Agreement or otherwise.
      7. The Company is an institution that fosters zero tolerance to fraud and corruption. The Instructor hereby agrees to avoid fraud and corruption and to report any suspected fraud, corruption, or any activity that jeopardizes the integrity of the Company and its staff to the Company.
      8. Any notice to be given under This Agreement shall be given in writing and may be sent addressed in the case of the Company to its office for the time being and in the case of You to You at Your last known place of residence or given personally and any notice given by post shall be deemed to have been served at the expiration of 48 hours after the same was posted.  Notice may also be given by email, to and to Your registered email address, in which case it shall be deemed to have been served 12 hours after the same was transmitted.
      9. Non-Solicitation:
        1. Instructor agrees not to intentionally solicit for employment or for service with/ for any of our officers, directors, employees, vendors, Instructors, Learners, Clients, Business Partners, or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement.
        2. Instructors, Clients or Learners agree that the Platform will be used for Training Services or other activities which are required for the Training Services. Any interaction on or off the Platform between the Instructors, Clients or Learners for Non-Training Services is neither abetted, nor fulfilled by StepUpwards. StepUpwards does not prohibit or permit any Non-Training Services.
      10. This Agreement shall be governed by and construed in accordance with Indian law. Each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of Bangalore, India.
    12. Representations:
      1. StepUpwards wholly owns the domain ("Domain") and for the sake of convenience custom email addresses of the Domain are used by Business Partners to facilitate the services provided by StepUpwards. Any communication or representation on behalf of StepUpwards from the Domain is at the sole discretion of the Business Partner, and not binding on StepUpwards. Report to for any clarifications or issues.
      2. No communication or representation is binding to StepUpwards unless accompanied with due authorization for such specific representation or undertaking.
    13. Dispute Resolution:
      1. The outcome or resolution determined by StepUpwards will be final and binding for any dispute, disagreement or claim arising out of the use of the Platform or for the Quality of the Training Services and Submitted Content.