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Last updated: 10/11/2018

These Instructor Terms & Conditions (the “Instructor Terms”) contain the terms and conditions of your participation as an Instructor via Michael Management’s Services. This is a binding agreement between you and Michael Management Corporation.The Michael Management website and service including (without limitation) all websites, mobile applications and other interactive properties through which the service is delivered (collectively, the “Service”) are owned, operated and distributed by Michael Management Corporation, a California corporation (referred to in these Terms of Service as “Michael Management”, “MMC” or “we” and through similar words such as “us,” “our,” etc.). By accessing any part of the Service, you are agreeing to the terms and conditions described below (these “Terms of Service”), the terms and conditions of our privacy policy (the “Privacy Policy”) and any other legal notices published by us on the Service. If you do not agree to any of these terms, you should not use the Service.

1. Key Definitions

"Base Price" means the course price set by the Instructor within the price matrix.

"Instructor Revenue" shall mean Net Amount less any refunds paid.

"Gross Amount" means the amount actually received by MMC for purchases by Students for your course. In the case of unlimited subscription purchases we will pro-rate the instructor share based on month and actual course usage.

"Net Amount" means Gross Amount, less (1) applicable taxes; (2) for web sales, a four percent (4%) administrative and credit card processing fee.

"Sale Price" means the actual sale price for the course.

2. Agreement

As an Instructor, you are contracting directly with Michael Management Corporation (“MMC”), a California corporation in the United States of America.

3. Your Relationship with Students

Instructors do not have a direct contractual relationship with Students. The only information you will receive about Students is what is provided to you through the Services (“Student Related Data”). You understand and agree that you will indemnify MMC for any issues arising out of your use of any Student Related Data.

4. Obligations

As an Instructor, you represent, warrant, and covenant that:

1. You will complete the Instructor enrollment form and agree to the terms and conditions that are presented to you during the course creation process;
2. You will be responsible for all your Submitted Content. You further agree that you own or have the necessary licenses, rights, consents, and permissions, and the authority to authorize MMC, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any of your Submitted Content on and through the Services in the manner contemplated by these Instructor Terms;
3. No Submitted Content shall infringe or misappropriate any intellectual property right of a third party;
4. You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the services you offer on your course and through the Services;
5. You will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
6. 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 Services or to any User;
7. You will not use the Services for any business other than for providing tutoring, teaching and instructional services to Students;
8. You will not engage in any activity that will require MMC 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;
9. You will not copy, modify, distribute, reverse engineer, deface, tarnish, mutilate, hack, or interfere with Company Content and/or the Services or operations thereof, except as permitted in these Instructor Terms;
10. You will not frame or embed the Services in a manner to embed a free coupon version of your course or other similar functionality intended to circumvent the Services;
11. You will not impersonate another person or gain unauthorized access to another person's Account;
12. Your use of the Services is subject to MMC's approval, which we may grant or deny in our sole discretion;
13. You will not introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or operation thereof; scrape, spider, use a robot or other automated means of any kind to access the Services;
14. You will not interfere with or otherwise prevent other Instructors from providing their services or Courses;
15. You will maintain accurate account information;
16. You shall respond promptly to Students and ensure a quality of service commensurate with the standards of your industry and instruction services in general;
17. You are over the age of 18.
18. You will not sell (or offer for free) your Submitted Content on other websites or through other means (including print, or digital distribution) for the benefit of yourself or a 3rd party if the Submitted Content uses the Michael Management trade dress (“look & feel”), templates, or SAP system.

5. License to MMC

You hereby grant MMC a non-exclusive right and license to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the Submitted Content through the Services, and sublicense it to Users for these purposes directly or through third parties. Notwithstanding the foregoing, and subject to the Instructor Terms, if you are an Instructor, unless specifically stated otherwise, you have the right to remove all or any portion of your Submitted Content from the Services at any time. Removal of Your Submitted Content will terminate the foregoing license and rights sixty (60) days after such removal for new Users, provided, however, that any rights given to Users prior to that time will continue in accordance with the terms granted to such Users.

You hereby agree that MMC may record all or any part of any Courses (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Services. You hereby grant MMC permission to use your name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, 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.

6. Pricing

As an Instructor, you will be responsible for determining the Base Price you charge Students for your Course(s) from MMC’s standard price matrix. You may select any increment as defined in the price matrix. You agree to charge only for your own Submitted Content. You may not charge separately for any course add-ons such as downloadable PDFs or other content and services (such as providing a link to a third-party service to sell downloadable PDFs or other content/services). MMC will handle billing and other fee interaction with Students. MMC reserves the right to make changes to the price matrix at any time.

As part of your participation in MMC’s instructor program, you give us permission to share your course, and information about you and the course with MMC employees and selected partners, for which you will not receive compensation.

You acknowledge that the amounts paid by Students for courses sold through MMC are not fixed, and MMC has the sole discretion to determine those amounts, discounts or coupons and which courses to offer. Further, MMC does not guarantee any minimum level of success in connection with the program, and its selection of courses to include is not an endorsement of those courses, or of you.

You may be able to increase your sales by promoting your courses by using a coupon code that you have created on MMC instructor pages.

7. Payments

We will pay you twenty-five percent (25%) of the Net Amount received for your course less any applicable deductions such as Student refunds (“Standard Revenue Share”). If MMC changes the Standard Revenue Share, we will provide you thirty (30) days notice via email or prominent notice on the Services.

To be paid in a timely manner, you must have a PayPal account in good standing and keep MMC apprised as to the correct email address associated with your PayPal account. Payment will be made within forty-five (45) days of the end of the month in which the fee for a course was received. You are responsible for providing MMC with all identifying and tax information necessary for the payment of amounts due.

8. Refunds

As an Instructor, you acknowledge and agree that Students have the right to receive a refund, as set forth in MMC’s terms and conditions. Neither Instructors nor MMC shall receive any payments, fees or commissions for any transactions for which a refund has been granted. In the event that a Student requests a refund for a course after MMC has sent an Instructor payment for that course, MMC reserves the right to either (1) deduct the amount of such refund from the next payment to be sent to that Instructor, or (2) require that Instructor to refund any amounts refunded to Students for Instructor's course to the extent no additional payments are due from MMC to Instructor or such payments due to the Instructor are insufficient to cover the amounts refunded to Students.

9. Taxes

You understand and agree that you are responsible for any taxes on your income. With regards to sales tax or any other applicable tax on the sale of your courses, you will indemnify and hold MMC harmless against any and all claims by any tax authority for any underpayment of taxes due, and any penalties and/or interest thereon on your Instructor Revenue.

10. Deletion of Your Account

If you wish to delete your Instructor Account, you may do so by requesting such deletion via email. We will use commercially reasonable efforts to make any remaining scheduled payments due and owing to you prior to deleting your account. You hereby understand and agree that if Student(s) have previously enrolled to your course(s), after your account has been deleted your name and such course(s) will remain accessible to those Students who enrolled to your course(s).

11. Modifications to These Instructor Terms

From time to time, we may update these Instructor Terms to clarify our practices or to reflect new or different practices, such as when we add new features, and MMC reserves the right to modify and/or make changes to these Instructor Terms at any time. If we make any material change, we will notify you using prominent means such as by email notice sent to the email address specified in your account or by posting a notice on our Services. Other modifications will become effective on the day they are posted unless stated otherwise. If you continue to use the Services, after the effective date of any change, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Instructor Terms as changed. The revised Instructor Terms supersedes all previous Instructor Terms.