As a Teacher and/or Creator, you are eligible to submit application(s) to request to post or to directly post (without prior application) Programs or Free Downloadable Content (as defined in the Agreement) via the Site and Services.  A separate application (a “Content Submission”) may be required to be completed and submitted to Social Tuto for each Program and/or Content Submission that you wish to post.  We reserve the right to deny or reject any Content Submission(s) for any reason at our sole discretion. We reserve the right to cancel and/or withdraw any Program and/or Content Submission for any reason at our sole discretion. We reserve the right to deny any Program and/or Content Submission project submission(s) for any reason at our sole discretion.  Social Tuto shall not have and hereby disclaims any liability for rejecting, canceling, or withdrawing any Program Application or Program, and any cancellation or withdrawal of a Program shall be without prejudice to Social Tuto’s rights in such Program pursuant to Section 9 hereof.

Teacher and/or Creator understands and agrees that Teacher and/or Creator must procure at Teacher’s and/or Creator’s sole risk, cost and expense any and all equipment and materials (e.g., cell phone, computer(s), office space, office supplies, internet connections, webcams, microphones, expertise, etc.) and all information, data, works of authorship or other materials delivered in text, photographic, audio, visual or audiovisual format (“Content Submissions and/or Program Content”) that is reasonably required for Teacher and/or Creator to access and use the Services and to produce and/or post his or her Programs.  Without limiting the foregoing, Teacher and/or Creator must provide all software and hardware that is not otherwise made available via the Site and Services and Social Tuto makes no representation or warranty as to what functionalities may be available to support Teacher and/or Creator and Programs on the Service.  Teacher and/or Creator also understands that Teacher and/or Creator may be required to register for, purchase and use third party services, products and technology, such as YouTube Unlisted or Vimeo, in order to offer Programs on the Site and Service, all at Teacher’s and/or Creator’s own risk and expense.  Teacher and/or Creator understands that additional terms, conditions and fees may apply to Teacher’s and/or Creator’s use of such third party services and Teacher and/or Creator shall be solely responsible for compliance with all third party requirements. Teacher and/or Creator will be responsible for providing all Program Content in a format that can be hosted and streamed via the Site and Services in accordance with the technical specifications provided to Teacher and/or Creator by Social Tuto from time to time.

For certain Programs and/or Content Submissions that are approved in advance by Social Tuto, Teachers and/or Creators may be entitled to payment (“Program and/or Content Submission Fees”) from Social Tuto. The amount and terms of any Program and/or Content Submission Fees payable to a Teacher and/or Creator (the “Program and/or Content Submission Fee Terms”) must be agreed to in writing by Social Tuto as of the time of the posting or making available of the approved Program or Content Submission on the Site or Services, which agreement may occur via a separate written agreement or communication between Social Tuto and Teacher and/or Creator or may be as posted on the Site or Services by Social Tuto from time to time. 

Teachers and/or Creators may also be offered the opportunity to participate in a promotional, ambassador or affiliate program pursuant to which Teachers and/or Creators are entitled to a fee (“Promotional Fees,” and collectively with the Program and/or Content Submission Fees, “Teacher and/or Creator Fees”) based upon the number of Members registering for the Site or Services that directly result from the activities of such Teacher or Creator as determined by Social Tuto. The amount and terms of any such Promotional Fee payable to a Teacher and/or Creator (the “Promotional Fee Terms”) must be agreed to in writing by Social Tuto as of the time such offer is made to Teacher and/or Creator, which agreement may occur via a separate written agreement or communication between Social Tuto and Teacher and/or Creator or be posted on the Site or Services by Social Tuto from time to time. Promotional Fees may be tracked using “discount codes” or “referral links” or any other method designated by Social Tuto in its sole discretion. 

The timing for payment of the Teacher and/or Creator Fees will be as set forth in the agreed Program and/or Content Submission Fee Terms and Promotional Fee Terms, respectively. Teacher and/or Creator Fees shall be paid in accordance with such terms unless and until Teacher’s and/or Creator’s use of the Site or Services is terminated in accordance with the Agreement.

Payments will be made in any manner directed by Social Tuto from time to time. For us to pay you in a timely manner, you must provide complete and accurate payment information and must keep us informed of any changes to such information. You must also provide any identifying information or tax documentation (such as a W-9 or W-8) necessary for payment of amounts due, and you agree that we have the right to withhold appropriate taxes from your payments. We reserve the right to withhold payments or impose other penalties if we do not receive proper identifying information or tax documentation from you. You understand and agree that you are ultimately responsible for any taxes on your income.

Social Tuto’s determination of the amount of Teacher and/or Creator Fees (if any) due and payable to a given Teacher or Creator will be final and binding on both the Teacher and/or Creator and Social Tuto.  If a Teacher or Creator believes that Social Tuto has made an error in calculating Teacher and/or Creator Fees, the Teacher and/or Creator should contact us using the contact information located in Section 28 and we will use reasonable efforts to investigate your concerns and determine if an error was made.  If, after reporting concerns to us, a Teacher or Creator disagrees with the Teacher and/or Creator Fees paid to Social Tuto or Social Tuto’s response to Teacher’s and or Creator’s concerns, such Teacher’s or Creator’s sole remedy shall be to discontinue use of the Site and Services.

Teacher and/or Creator acknowledges that Social Tuto may charge fees to, or obtain other benefits, remuneration, or compensation from, Members and other users of the Site and Services, including for access to Programs or Content Submissions, in Social Tuto’s sole and absolute discretion and in no event shall Social Tuto have any obligation to share any such fees, benefits, remuneration, or compensation with any Teacher and/or Creator. Teachers and/or Creators may not contact any Member or other user regarding any dispute Teacher and/or Creator may have with Social Tuto.

Nothing contained in this Agreement shall be construed to place you and Social Tuto in the relationship of principal and agent, master and servant, employer and employee or partners or joint venturers.  Without limiting the foregoing, no Teacher or Creator shall be for any employee benefits of or from Social Tuto.

Teacher and/or Creator will report as income to the appropriate governmental agencies all compensation received pursuant to this Agreement or otherwise from Social Tuto and will be responsible for paying all applicable taxes thereon. Teacher acknowledges that Social Tuto will report all compensation paid to Teacher and/or Creator under this Agreement on form 1099 or applicable successor form as required by law.

As a Teacher and/or Creator, you are responsible for all content that you post or make available on the Site or Services, including Content Submissions, Programs and Program Content (collectively, “Submitted Content“).

You represent and warrant that:

• you will provide and maintain accurate account information;
• your creation and making available of the Program and/or Content Submission and related activities pursuant to the Agreement will not conflict with any other contract or agreement to which you are bound;
• your Submitted Content will not infringe or misappropriate any third party’s intellectual property rights;
• you have the required expertise to teach and offer the services that you offer through your Submitted Content and use of the Services; and
• you will ensure a high quality of service that corresponds with the standards of your industry and instruction services in general, and will be reasonably responsive to participants in a Program when the context requires.

You warrant that you will not:

• post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
• 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;
• use the Services for business other than providing tutoring, teaching, and instructional services to Members, networking and interacting with other users, Members and Teachers and/or Creators, or any other appropriate purpose for which the Site or Services are specifically designed;
• engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording;
• frame or embed the Services (such as to embed a free version of a course) or otherwise circumvent the Services;
• impersonate another person or gain unauthorized access to another person’s account;
• interfere with or otherwise prevent other Teachers and/or Creators from providing their services or Content Submissions or Programs; or
• abuse Social Tuto resources, including support services.

If and to the extent that Teacher and/or Creator obtains by any means any personal information regarding any Member or other user via the Site or Services or otherwise in the course of offering a Program or Content Submission, Teacher and/or Creator will hold such information strictly confidential and will not disclose such information to any third person without the express written permission of Social Tuto and will use such information only for the administration of the Program and/or Content Submission and in accordance with the express purposes contemplated by the Agreement and these Teacher and/or Creator Terms.  Personal information includes a Member’s or other user’s name, physical address, email address, or other personally identifiable information.  Teacher and/or Creator will comply with and will not circumvent any and all information security rules and guidelines specified by Social Tuto with respect to the personal information of Members, other Teachers, Creators and other users of the Site and Services.  Without limiting the foregoing, Teachers and/or Creators agrees that they shall not attempt to have Members or other users provide personal information to the Teacher or Creator that is in addition to the information otherwise provided to the Teacher and/or Creator via the proper functionality and features of the Site and Services.

Social Tuto’s Rights to Use Teacher and/or Creator Name and Likeness.  Teacher and/or Creator grants to Social Tuto a non-exclusive, worldwide, fully sublicensable license to use Teacher’s and/or Creator’s name and likeness in connection with the offering and downloading of Content Submissions, Programs and Program Content through the Site and Services, and the marketing, promotion and advertising thereof.

Social Tuto’s Ownership of Content Submissions and/or Program Content. All Content Submissions, Programs and Program Content provided by a Teacher and/or Creator to Social Tuto or any Social Tuto Entity shall be specifically commissioned as a work made for hire by Social Tuto, as that term is used in the United States copyright laws.  Without limiting the foregoing, Social Tuto shall exclusively own in perpetuity on a worldwide basis all right, title and interest in and to all Content Submissions, Programs and Program Content submitted or posted to the Site or Service by Teachers and/or Creators and any Intellectual Property Rights embodied therein or pertaining thereto, for any and all uses in any media without any compensation except for any Program and/or Content Submission Fees that may be payable to Teacher and/or Creator in connection therewith in accordance with the Teacher and/or Creator Terms.  Social Tuto shall have the right to adapt, change, revise, delete from, add to or rearrange the results and proceeds of the Content Submissions, Programs and Program Content, and each Teacher and/or Creator expressly waives the benefit of any law, doctrine or principle known as “droit moral,” moral rights, rights of artistic integrity or any similar law, doctrine or principle, however denominated.

In addition, each Teacher and/or Creator hereby irrevocably assigns to Social Tuto all worldwide right, title and interest, including all Intellectual Property Rights, in and to its Content Submissions, Programs and Program Content in the form submitted or posted to the Site or Service by Teachers and/or Creators.  If a Teacher and/or Creator has any rights to a Content Submission, Program or Program Content that cannot be assigned to Social Tuto (“Non-Assigned Rights”), such Teacher and/or Creator unconditionally and irrevocably waives the enforcement of such Non-Assigned Rights and grants to Social Tuto during the term of such Non-Assigned Rights an exclusive, irrevocable, perpetual, transferable, worldwide, fully paid and royalty-free license under such Non-Assigned Rights, with rights to sublicense through multiple levels of sublicensees, to use, reproduce, make, have made, prepare derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, the Content Submission, Program and Program Content; provided, however, that such Teacher and/or Creator shall use commercially reasonable efforts to avoid creating or submitting Content Submissions, Programs or Program Content in a manner that results in Non-Assigned Rights and shall promptly notify Social Tuto of any Non-Assigned Rights of which Teacher and/or Creator becomes aware.  

Teacher and/or Creator agrees to cooperate with Social Tuto or its designee(s), at Teacher’s and/or Creator’s expense, in perpetuity, in the procurement and maintenance of Social Tuto’s rights in the Content Submissions, Programs and Program Content and to execute and deliver, when requested by Social Tuto, any other documents deemed necessary by Social Tuto to carry out the purpose of this Section 9, including without limitation any and all assignments consistent with Section 9.  

For purposes of the foregoing, “Intellectual Property Rights” means patent rights (including patent applications and invention disclosures), design rights, copyrights, rights in database, moral rights, trademarks, service marks, trade secrets, know-how, rights in or relating to confidential information and any other intellectual property right (whether registered or unregistered) recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded, including all extensions and renewals thereof, all rights of reversion, rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.

Your Rights to Program Content.  For purposes of clarity, you do not retain any ownership rights that you may otherwise have had in the Program or any of the Program Content that you make available.  This means that you cannot use any Content Submissions, Program or Program Content you create for any purpose after providing the Content Submission, Program and Program Content to us or making it available on the Site or Services, including using or making such Content Submission, Program or Program Content available on any other platform or service.  However, nothing in these Terms shall prevent you from creating new content that covers similar subject matter to your own Content Creation, Programs and/or Program Content that you previously submitted to Social Tuto and you may display or distribute any such new content anywhere you wish.  Nothing in the preceding sentence is intended to permit you to copy or reproduce the Content Submissions, Programs or Program Content of other Teachers and/or Creators.

You Are Legally Responsible for Your Content Submissions and/or Program Content.  You hereby represent and warrant that (a) you have all necessary rights to use and submit all content included in your Content Submissions and/or Program Content (including any content created by a third party) and that you have the right and power to transfer ownership of the Program and all Program Content to Social Tuto as specified in this paragraph; and that (b) your Program Content does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and (c) your Content Submission and/or Program Content does not contain any viruses, adware, spyware, worms, or other malicious code.   Upon Social Tuto’s request, you agree to provide Social Tuto with satisfactory evidence of your permission to use all third-party material included in your Content Submission and/or Program Content.

Without limiting the foregoing, the Content Submissions, Programs and Program Content must be exclusive to Social Tuto, and you therefore also hereby represent, warrant and covenant that none of your Content Submissions, Programs or Program Content has been used or made available on any other platform or service or is or will be available on any other platform or service.

Should Teacher and/or Creator receive a written notice from a third party, or otherwise have actual knowledge of a third party, alleging infringement of its intellectual property rights arising from the provision of Program Content or other Submitted Content through the Site and Service, Teacher and/or Creator will promptly provide Social Tuto with notice of the alleged infringement claim.

Release.  Teacher and/or Creator hereby releases, discharges and promises not to sue Social Tuto or any Social Tuto Entities from and against any and all claims, demands, costs and/or causes of action of any nature arising out of or in connection with the exercise by Social Tuto of any rights herein granted to Social Tuto to Programs, Program Content or Teacher’s and/or Creator’s name and likeness, including, without limitation, any claim for infringement, right of publicity, libel, slander, defamation, moral rights, invasion of privacy or violation of any other rights relating to any Content Submissions, Program or Program Content Teacher uploads, shares or otherwise provides or Teacher’s and/or Creator’s name and likeness in connection with use of the Site or Services. In this regard, Teacher expressly waives any and all rights and benefits conferred upon Teacher and/or Creator by the provisions of Section 1542 of the California Civil Code (and similar provisions of other jurisdictions), which Section reads as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

While you are a Teacher and/or Creator with active Content and/or Programs and subject to the requirements below, you may use our trademarks where we authorize you to do so.  We currently authorize Teachers and/or Creators to post our trademark and/or name on your website or social media feed in order to indicate that you are a Teacher and/or Creator with a Content Submission and/or Program on Social Tuto or to encourage your social media followers to sign up for a Social Tuto Membership.  We may revoke this authorization at any time in the future by changing these Teacher and/or Creator Terms.  We may also authorize additional uses of our trademarks as outlined on the Site or Services.

You must:

• only use the images of our trademarks that we make available to you, as detailed in any guidelines we may publish;
• only use our trademarks in connection with the promotion and sale of your Content and/or Programs or your participation on Social Tuto; and
• immediately comply if we request that you discontinue use.

You must not:

• use our trademarks in a misleading or disparaging way;
• use our trademarks in a way that implies that we endorse, sponsor, or approve of your courses or services; or
• use our trademarks in a way that violates applicable law or in connection with an obscene, indecent, or unlawful topic or material.