1. Course Delivery, Listings, Selling, Usage & Manage: (A) Instructor will provide Adams Academy with the full contents, materials, images and videos with relevant details of the Courses in the Dropbox, Google drive or any other format prescribed by Adams Academy and described on Exhibit A. Adams Academy will publish and list the Courses on its websites (www.adamsacademy.com, www.istudy.org.uk, www.johnacademy.co.uk, www.alphaacademy.org) (“Adams Academy Websites”), and on various reputable advertising sites. Subject to the terms and conditions of this Agreement, Instructor hereby grants Adams Academy, during the term of this agreement a permanent right and license to sell, reproduce, distribute, publicly perform, offer, market and otherwise use the Courses to the Students and for these purposes only, solely in territories other than the United States (including the US territories) and/or Canada (including Canadian territories). For the purposes of this agreement, “sale” or “selling” with respect to the Courses means “licensed” and “licensing”; without limiting the foregoing, Adams Academy acknowledges and agrees that all Courses are licensed, and not sold, to Students. The Instructor has the right to amend, update and/or remove any course or any content of a course at any time.
(B) Adams Academy will be exclusively responsible for the assessment of the Students who bought courses through Adams and will provide all necessary customer care, support, information and certifications to the Students. Instructor hereby agrees that Adams Academy may record all or any part of any Courses (other than any part that is Instructor’s intellectual property) including voice chat communications for quality control and delivering, marketing, promoting, demonstrating or operating the Services; “Services” means Adams Academy’s marketing, delivery, administration, maintenance and provision of the Courses to Students and potential Students. Any recording of a Course shall be deemed a copy and/or derivative work of the Course.
(C) Adams Academy agrees to (i) perform the Services in a competent and commercially reasonable fashion; (ii) manage and maintain the Adams Academy Websites in a commercially reasonable fashion, at its sole expense, to create, manage, operate, maintain and host its Websites and other technology, and all content contained therein, and shall ensure that the Websites have commercially reasonable operating policies and procedures applicable to its Website, including without limitation, commercially reasonable terms of use and privacy policies that are in accordance with all applicable laws; and (iii) will ensure that its marketing and provision of the Courses are done with good business ethics and in a commercially reasonable manner, and without prejudicing the reputation of Instructor or Instructor’s products and services, including the Courses. Without limiting any of the foregoing, Adams Academy shall not offer or imply, to any Student or another third party, any obligation on the part of Instructor, or make any representation, warranty, or guarantee to such Student or another third party that is inconsistent with or in addition to those made herein. The license granted herein to the Courses specifically excludes and Adams Academy agrees not to copy, modify, distribute, reverse engineer, deface, tarnish, mutilate, hack, or interfere with the Courses, except as expressly permitted herein.
2. Course Pricing: Adams Academy will be free to determine the price (“Course Price”) or offer discounts and promotions on any Course; provided, however, that in no event shall the Course Price be offered at or below ________ (“Lowest Price”), regardless of whether the Course is offered alone or in combination with other courses. If a Course is offered at a price equal to or lower than the Lowest Price, Adams Academy shall calculate the profit (described below) as if the Course had been offered at the Lowest Price. Courses may not be bundled with any other third party courses, offerings or other content.
3. Revenue, Costs & Profit: Subject to Section 2, the sold price of a Course excluding VAT is “Revenue”. The amount after deducting the Costs from Revenue will be the “Profit”. “Costs” means Adams Academy’s actual incurred costs with respect to the Services for that Course but in no event will Costs exceed 35% of Revenue. When a Course is promoted and sold from Adams Academy’s Websites (www.adamsacademy.com, www.istudy.org.uk, www.alphaacademy.org, www.johnacademy.co.uk), the Costs will be considered as 35% of the Revenue. However, when a course is sold directly from the websites of Adams Academy, 50% of the revenue will be shared with you. Besides, when a course is sold by any 3rd party, the net Revenue paid to Adams Academy by the 3rd party will be the profit and 50% of that profit will be shared with you.
Only for the purpose of this agreement, the terms Revenue, Costs and Profit have been defined as stated above in this section.
4. Profit Share: Profit will be equally shared (50% each) between the Parties.
5. Payment: Adams Academy will pay Instructor’s Profit Share for all Course(s) sold in each month, at the end of the month following the month in which the sales took place. Payment shall be made in Pounds.
6. Instructor Account: Instructor will have an online portal with Adams Academy, from which full (current and historical) sales (including amounts payable to Instructor) of the Instructor’s Courses can be viewed.
7. Student ownership: All Students of the Courses will be the Students of Adams Academy, and it will have the full ownership of each Student. Adams Academy will be exclusively responsible for the assessment of the Students and will provide all necessary customer care, support, information and certifications to the Students.
8. Contractual Relationship: The instructor is directly contracting with Adams Academy. Adams Academy may, however, utilize its other subsidiaries to facilitate the Services; in the event of the foregoing, Adams Academy shall remain responsible for the performance of the Services by such subsidiaries and liable for the acts or omissions of such subsidiaries in their performance of the Servicers on Adams Academy’s behalf. This agreement remains strictly with Adams Academy.
9. Relationship with Students: Instructors do not have a direct contractual relationship with Students. The only information Instructor will receive about Students is what is provided to Instructor by Adams Academy.
10. Instructor’s specific obligations:
- Instructor agrees that it owns or has the necessary licenses, rights, consents, and permissions, and the authority to authorize Adams Academy to sell, reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and sell, otherwise use and exploit the Courses or any of content of the Courses,
- Instructor or company shall use reasonable efforts to ensure that each Course is materially accurate and complete with respect to its subject matter, as of the date of its delivery to Adams Academy;
- The Instructor will not post or provide any illegal, inappropriate, offensive, racist, hateful, sexist, pornographic, infringing, defamatory or libellous content or information on any Course;
- No content in any Course shall infringe or misappropriate any intellectual property right of a third party;
- The Instructor 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 Student;
- The Instructor will not use the Services for any business other than for providing tutoring, teaching and instructional services for and to the Students;
- The Instructor will not engage in any activity that will require Adams Academy 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;
- The Instructor will not copy, modify, distribute, reverse engineer, deface, tarnish, mutilate, hack, or interfere with Adams Academy Websites (including non-Instructor content therein) and/or the Services or operations thereof, except as permitted by the terms and conditions of this agreement;
- The Instructor will not frame or embed the Services in a manner to embed a free coupon version of the Course or other similar functionality intended to circumvent the Services;
- The Instructor will not impersonate another person or gain unauthorized access to another person’s account;
- Instructor or company will use commercially reasonable efforts not to 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; and
- The Instructor will not interfere with or otherwise prevent other instructors from providing their services or courses to Adams Academy.
11. Refunds: Instructor hereby acknowledges and agrees that students have the right to receive a refund, as set forth in Adams Academy’s Refund Policy, attached hereto as Exhibit B (or located at [URL]. Neither Instructors nor Adams Academy shall receive any payments, fees or commissions for any transactions for which a refund has been granted by Adams Academy. If a Student requests a refund for a Course after Adams Academy has sent an Instructor payment for that Course, Adams Academy reserves the right, upon written notice to Instructor, to either (1) deduct the amount of such refund (only the amount previously paid to the Instructor) from the next payment to be sent to that Instructor, or (2) require that Instructor returns to Adams Academy the amount previously paid to Instructor with respect to such refund.
12. Taxes: Adams Academy shall be responsible for all applicable sales, VAT and other taxes levied or based on the Services, Courses, and/or sales or delivery of the Courses to any party. Therefore Instructor will get the net income after VAT and other Tax deduction on their part.
13. Intellectual Property: Each party retains full ownership of its own intellectual property, whether pre-existing or created during or after the term of this agreement. Without limiting the foregoing, (a) all right, title and interest in and to the Courses, and any Instructor images, trademarks or other materials (collectively, “Instructor Materials”) shall inure to the sole and exclusive benefit of Instructor, and the copyright, patent, trademark, trade secret, and all other proprietary rights in the Instructor Materials, any copies thereof and any derivative works created therefrom, shall be the sole and exclusive property of Instructor. Pursuant to this Agreement, Adams Academy receives only a right to resell and provision the Courses to Students, as described herein. All rights not expressly granted to Adams Academy herein are hereby reserved to Instructor.
14. Representation and Warranties: Each Party represents and warrants that: (a) it has all the necessary legal, corporate power and authority to enter into this agreement, to carry out its obligations hereunder and to grant the rights herein granted; (b) it will conduct business in a manner that reflects favorably on the other Party and its products and services; and (c) it will comply with all applicable national, state and local laws, policies and regulations in its performance of this agreement. Notwithstanding anything in this agreement to the contrary, Instructor does not warrant that the Courses will meet Adams Academy’s or any Student’s specific requirements or that any Instructor website or electronic communication will be uninterrupted or error-free. Except as expressly set forth herein, neither Party makes any representations or warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement.
15. Confidentiality: Both Parties undertakes to hold all Confidential Information in the strictest confidence and will not during (or at any time after the termination of) the agreement directly or indirectly use, disclose or divulge any Confidential Information other than in the proper performance of the Services or make unauthorized use of any Confidential Information and will use their best endeavors to prevent such disclosure, publication or use. “Confidential Information” means, with respect to each Party, a Party’s business, financial, technical and operational information, promotional materials, pricing information, software, vendor and product information, customer and prospective customer lists, other customer and prospective customer information, student and prospective student lists, other student and prospective student information, information constituting trade secrets under applicable law, and any other business and technical information of a Party or its customers, students or vendors, in each case whether or not reduced to writing or maintained on any form of electronic media, and without respect to which Party compiles it. Notwithstanding anything this Section to the contrary, the term “Confidential Information” shall not include any information that (i) a Party can demonstrate by reasonable documentary evidence: (A) was known to the receiving Party before receipt, directly or indirectly, from the disclosing Party, (B) is lawfully obtained, directly or indirectly, by the receiving Party from a third party that was under no obligation of confidentiality, or (C) is or becomes publicly available other than as a result of an act or failure to act by the receiving Party; or (ii) is the subject of a court order or subpoena.
16. Indemnification: Each Party shall indemnify, defend and hold harmless the other Party, its employees, representatives, agents, directors, officers and shareholders, from and against damages, liability, loss or expenses (including all court costs, reasonable expenses and reasonable legal fees) to the extent incurred because of third party claims resulting from its breach of any representation or warranty contained in this agreement. A Party will be entitled to indemnification only if (a) it promptly notifies the other Party in writing of a claim in sufficient detail to enable the other Party to evaluate the claim (provided, however, that the failure to provide prompt notice shall only relieve the indemnifying party from its obligations under this agreement to the extent that such late notice prejudiced either Party’s defence or resulted in increased damages, liability, loss or expense), (b) it grants the indemnifying party sole control of the defense and settlement of such claim, and (c) it cooperates in all reasonable respects, at the indemnifying party’s cost and expense, with the investigation, trial and defense of such claim and any appeal arising therefrom. An indemnified party may nonetheless retain separate counsel of its own choosing at its own cost. To benefit from indemnification, a Party may not compromise any claim or enter any settlement without the written consent of the indemnifying party. Notwithstanding anything herein to the contrary, Instructor will have no liability where the allegedly infringing activity: (i) continues after Adams Academy has been notified thereof or has been informed of modifications that would have avoided the alleged infringement; or (ii) is based upon the use of any Course in violation of this agreement, or in combination with any Adams Academy or other third party’s intellectual property or any software, services or products not provided by Instructor to Adams Academy if such infringement would not have occurred but for such combination. The provisions of this Section 16 were indemnifying Party’s sole obligation and indemnified Party’s sole remedy with respect to any third party claims.
17. Term and Termination:
a. Term: This Agreement shall commence upon the Effective Date and shall continue for one (1) year thereafter (“Initial Term”), and shall thereafter automatically renew for additional one (1) year periods (each, a “Renewal Term” and, together with the Initial Term, the “Term”), unless either Party notifies the other of its intent to terminate, as provided in subsection (b) of this Section, below.
b. Termination: This Agreement may be terminated by either Party, at any time, with or without cause, upon thirty (30) days prior written email notice to the other Party.
c. Continuity of Obligation: Any clause in this agreement, which by its nature, shall remain applicable after termination of this agreement, will continue to be valid after termination, including, but not limited to confidentiality and profit sharing.
d. Effect of Termination: Upon the effective date of termination or expiration of this agreement for any reason, each Party shall promptly return to the other any Confidential Information of the other party in its possession or control and Adams Academy shall cease marketing and otherwise providing the Courses, except as otherwise provided in the last sentence of this Section. Except as expressly provided otherwise herein, termination of the agreement shall be in addition to, and not in lieu of, any equitable or legal remedies available to either Party. The expiration or earlier termination of this agreement shall not relieve, release, or discharge either Party from any obligation, debt, or liability that may previously have accrued and that remains to be performed upon the date of termination. Upon termination of this agreement for any reason, all Students who have enrolled in Courses as of the date of such termination shall be permitted to continue to use and have access to such Course until such time as such Student shall have completed the Course.
18. Miscellaneous:
a. Independent Contractor: Each Party shall be solely responsible for compensating any employees, agents or representatives employed or engaged by it to perform duties under this agreement and for all taxes, duties and all charges of any governmental authority arising from its activities under this agreement.
b. Reserved.
c. Entire Agreement: Agent for Service of Process: This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals, oral or written, and all other communications between the Parties with respect to the subject matter hereof. No Party is relying upon any warranties, representations, or inducements not set forth herein. Adams Academy’s agent for service of process is: ______________.
d. Amendments to the terms: Both Parties acknowledge and agree that any of the terms or conditions of this agreement may need to be amended, modified or waived for future need. However, no term or condition of this agreement may be amended, changed, modified or waived except in writing signed by the Parties that expressly refers to this agreement and specifically states the term or condition to be amended, changed, modified or waived.
e. Limitation of Liability: Under no circumstances will either Party be liable to the other for any incidental, special, punitive or consequential damages of any kind (including damages for interruption of business, procurement of substitute goods, loss of data, loss of profits, or the like) regardless of the form of action whether in contract, tort (including negligence), strict product liability or any other legal or equitable theory, even if such Party has been advised of the possibility of such damages. In no event will the aggregate cumulative liability of either Party for any claims arising out of or related to this agreement exceed the amounts paid and/or payable to Instructor pursuant to this agreement.
f. No Assignment; Severability: Neither party may assign this agreement to a third party without the prior written consent of the other; provided, however, that a party may assign this agreement without the other party’s consent by operation of law, in the event of the merger or sale of all or substantially all of such party’s assets. Any assignment in violation of the foregoing will be void. Failure of either Party to enforce a right under this agreement shall not act as a waiver of any rights or a waiver of that right or the ability to later assert that right relative to the particular situation involved. If any provision of this agreement is alleged to be invalid or unenforceable, the provision shall be construed to have the broadest interpretation that would make it valid and enforceable. Invalidity or unenforceability of one provision shall not affect any other provision of this agreement.
g. Cooperation; Section Headings: The parties agree to reasonably cooperate with each other and to execute and deliver any necessary documents, in order to consummate the transactions described herein. The division of this Agreement into Sections and the insertion of captions and headings are for convenience of reference only and shall not affect the construction or interpretation of this agreement.
The Parties hereto entered into this agreement on the Effective Date first above written.
