If You are an Instructor (should Metro accept any application You make to become an Instructor), these Instructor Terms contain the terms and conditions of Your participation as an Instructor for Metro’s Platform. This is a binding agreement between You and Metro.
To become an Instructor, You must accurately complete any application Metro requires You fill out beforehand. You agree and understand that You must provide Metro, should the application request, Your true identity, physical address, phone number, and other contact information for which Metro may ask, as well as business and banking information as requested. You may not use any alias, pseudonym, persona, pen name, DBA or other means to mask Your identity or business details. To verify Your identity, Metro may run a background check on You at any point throughout the term of this Agreement. You acknowledge, authorize, agree, and allow Metro to perform such a background check on You. Metro is under no obligation to accept You as an Instructor and may deny any application to become an Instructor for any reason.
1. Instructor Relationship With Students
Instructors do not have a direct contractual relationship with Students. Rather, the only information Instructors may receive about Students is data related to Student use of Your Course(s). You agree that You will not use the data You receive for any purpose other than providing Your services to those students on Metro’s Platform, and that You will not solicit additional personal data or store Students’ personal data outside Metro’s Platform. You understand and agree that You will indemnify Metro for any issues arising out of Your use of any student data.
As an Instructor, You represent, warrant, and covenant that:
- You will visit www.understandchess.com and complete the Instructor enrollment form in its entirety. You will also need to price Your Course(s).
- You will be responsible for all Courses You submit. You further agree that You own or have the necessary licenses, rights, consents, and permissions, and the authority to authorize Metro, 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 Course material on and through the Platform in the manner contemplated by these Instructor Terms;
- You agree to maintain all licenses, rights, consents, and permissions for Your Courses and all material present in Your Courses throughout the duration of Course being present on the Platform;
- No Course or any Course material shall infringe or misappropriate any intellectual property right of a third party;
- You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the Courses You are offering.
- You will not impersonate any person or entity, including, but not limited to, a Metro representative, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
- You will not claim chess titles that You do not have such as grandmaster, international master, FIDE master, etc. You acknowledge that Metro may require You to submit proof of any chess title You claim to have;
- You will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
- The purpose of the Platform is the dissemination of chess content. You will therefore 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 Platform or to any other User (Student or otherwise);
- You will not use the Platform for any other purpose other than providing the Courses to Students;
- You will not engage in any activity that will require Metro to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment royalties for the use of any musical works or sound recordings;
- You will not copy, modify, distribute, reverse engineer, deface, tarnish, mutilate, hack, or interfere with the Platform or any uploaded Courses, except as permitted in these Instructor Terms;
- You will not frame or embed the Platform in a manner to embed a free coupon version of Your Course or other similar functionality intended to circumvent the Platform;
- Your use of the Platform are subject to Metro’s approval, which Metro may grant or deny in Metro’s sole discretion;
- 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 Platform or operation thereof; scrape, spider, use a robot or other automated means of any kind to access the Platform;
- You will not interfere with or otherwise prevent other Instructors from uploading Courses or generating revenue from their Courses;
- You will maintain accurate account information;
- You are over the age of 18 or, if not, You are between the ages of 13 and 17 and a third party parent or legal guardian has agreed to these Instructor Terms, as well as all other other Metro terms that are posted on Metro’s Platform, and assume responsibility and liability for Your performance and compliance hereunder.
3. Distribution of Funds
3.1. Payment to Instructors
As an Instructor, You agree to come to an agreement with Metro regarding a pre-negotiated rate for Your Course(s). Metro will collect on Your behalf as Your limited payment collection agent the fees paid by Students that were completed or cancelled but not fully refunded. Metro will pay You sixty percent (60%) of the net amount received for Your Course less applicable deductions such as Student refunds and referral fees paid to third parties who promote Your Course. All payments are made in United States Dollars. As described below, Instructor (and not Metro) is solely responsible for the sales and value added taxes related to Your Course(s). For example, $100 of revenue is brought in from Your Courses on the Platform, Metro will collect the entirety of the $100 and distribute $60 to Instructor and keep $40 for Metro. Metro shall disburse payments to You for each Student purchase of Your Course after approximately three months. In some instances, Metro may take longer than three months to disburse such payments in order to prevent abuse, and to process any chargebacks and refunds. Company shall decide the means by which payments are disbursed to You, whether by check, cash, depositing into Your bank account, or by any other means. You agree that You may be required to set up a third party payment acceptance account (e.g. a PayPal account) in order to receive the disbursed payments.
Metro reserves the right to withhold payments of any amounts owed to us under these Instructor Terms or any amounts owed as a result of a breach of these Instructor Terms, pending Metro’s reasonable investigation of such breach. In addition, Metro may withhold or deduct from amounts to be paid to an Instructor in connection with these Instructor Terms any charges or fees that are disputed or otherwise not paid by Students or a credit card company or other payment provider, and Metro may charge You (and You shall pay) any such amounts in the event that Metro has already paid such amounts to You.
You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your use the Platform. Specifically, You are responsible for any sales or value-added taxes (VAT) or charges imposed by any government entity in connection with Your use of the Platform.
To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account, which includes without limitation applicable tax information, and You shall keep complete and accurate records. Metro may audit such records. Any bank fees arising from any error or omission in Your payment information or contact information may be deducted from Your payments. If You dispute any payment made hereunder, You must notify Metro in writing within 30 days of any such payment; failure to notify Metro shall result in the waiver by You of any claim relating to such disputed payment.
Tax regulations may require Metro to collect appropriate tax information from Instructors, or to withhold taxes from payouts to Instructors, or both. If an Instructor fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold taxes from payouts to You, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.
3.3. Payment Processor Transaction Fees
Metro may use payment processors to process payment transactions. Depending on the fees associated with the use of such payment processors, payments coming to You may be deducted a percentage based on the terms and conditions of the payment processor. You agree that Metro shall not reimburse You for such an amount deducted due to a payment processor fee.
3.4. Minimum Sales
Your combined sales from Your Courses must equal or exceed one hundred dollars ($100.00) before You receive a payment form Metro. If Your combined Course sales are less than $100.00, Your payments will be held back until Your combined sales exceeds $100.00.
3.5. Deletion of Your Account
If You wish to delete Your account as an Instructor, You may do so by following the steps on the Platform. Metro 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 such Students who enrolled to Your Course(s).
4. Instructor Content
4.1. Metro Dashboard
Instructors may be provided a dashboard (“Instructor Dashboard”) for which they will be able to provide content for their Courses such as setting prices.
Instructors will be solely responsible for determining the promotional base price to be charged for such Course(s), in accordance with the Instructor Terms.
4.2. Publishing Courses
4.3. License to Metro
You hereby grant to Metro a non-exclusive right and license to reproduce, distribute, publicly perform, offer, market, and otherwise use and exploit the Courses through the Platform, and sublicense it to Students 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 Course(s) from the Platform at any time. Removal of the Course(s) will terminate the foregoing license and rights sixty (60) days after such removal as to new Students, provided, however, that any rights given to Students prior to that time will continue in accordance with the terms granted to such Users. For example and not by way of limitation, Students who had previously purchased a Course for life will continue to be able to access the Course.
YOU, AS AN INSTRUCTOR, AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR CONDUCT AND MAINTENANCE RELATED TO THE PLATFORM AND YOUR COURSE(S). YOU AGREE TO THEREFORE INDEMNIFY, DEFEND (AT METRO’S OPTION), AND HOLD HARMLESS METRO AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH FROM OR RELATED TO YOUR DATA, YOUR USE OF THE PLATFORM AND YOUR COURSE(S), ANY DAMAGE, INJURY OR HARM TO ANY STUDENT ACCESSING YOUR COURSE(S) THROUGH THE PLATFORM, OR YOUR VIOLATION OF THESE TERMS.
You hereby unconditionally release Metro from any loss, liability, claim, demand, damage, costs and expenses, including reasonable attorneys’ fees, which You now have or have ever had against Metro relating in any way to Your use of the Platform. You hereby acknowledge that You are aware of California Civil Code Section 1542, which provides 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.
With full awareness and understanding of the above provision, You hereby waive any rights You may have under Section 1542, as well as under any other statutes or common law principles of similar effect.
7. Intellectual Property Rights
You hereby additionally agree that Metro may record all or any part of any Courses (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Platform. You hereby grant Metro permission to use Your name, likeness, image, or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Platform, Courses, and other Metro 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.
You may not issue any press release or otherwise communicate directly with the media regarding this Agreement or the Platform without Metro’s prior written consent.
You represent and warrant as well that You have the authority to grant to Metro such licenses. This section 7 survives termination of these Instructor Terms.
8. Relationship with Metro
As an Instructor on Metro’s Platform, You acknowledge and agree that You and Metro are in a direct business relationship, and the relationship between the parties under these Instructor Terms is solely that of independent contractors. You and Metro expressly agree that this is not an employment agreement and does not create an employment relationship between You and Metro. Nothing in this Agreement shall be construed to give either party the power or authority to act for, bind, or commit the other party in any way. Nothing herein shall be construed to create the relationship of partners, principal and agent, or joint-venture partners between Metro and Instructor, and Metro and Instructor are separately responsible for their respective tax obligations which may arise due to this Agreement. Instructor agrees to fill out and sign any related documentation such as a W9 Form.
9. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL METRO, NOR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE, OR ANY LOSS OF DATA, LOST PROFITS, SAVINGS, BUSINESS OR REVENUE, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE DOWNLOAD, DISTRIBUTION, USE OR PERFORMANCE OR NON-PERFORMANCE OF THE PLATFORM, EVEN IF METRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS, (II) FROM THE USE OF OR INABILITY TO USE THE PLATFORM, (III) OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT OR MEET WITH AS A RESULT OF YOUR USE OF THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT METRO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT PREJUDICE TO OR LIMITING OF METRO’S RIGHT TO RECEIVE PAYMENT FOR ACCESS TO AND USE OF THE PLATFORM, METRO’S ENTIRE LIABILITY FOR ALL CLAIMS OF WHATEVER NATURE SHALL NOT EXCEED, IN THE AGGREGATE, THE LESSER OF (A) $100, OR (II) THE REVENUE GENERATED FROM INSTRUCTOR’S USE OF THE PLATFORM IN THE 6 (SIX) MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT APPLY TO ANY LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY REMEDY PROVIDED FOR HEREUNDER IN ITS ESSENTIAL PURPOSE.
10. Dispute Resolution and Choice of Law
We may revise these special Instructor Terms from time to time, and will always post the most current version on our website. If a revision meaningfully reduces Your rights, we will notify You (by, for example, sending a message to the email address associated with Your account, posting on our blog, on our homepage, or on this page). By continuing to use or access the Platform after the revisions come into effect, You agree to be bound by the revised Instructor Terms.
12. Termination of Service
We reserve the right to terminate Your account at any time for any reason, including breach of any terms of this agreement in our sole discretion. YOU ARE HOWEVER STILL LIABLE FOR ALL OUTSTANDING BILLS TO METRO IN THE EVENT OF ACCOUNT CANCELLATION. In the event of account cancellation You may lose all data related to Your account and You may not be entitled to any further payouts.
When this Agreement has been terminated, You are not entitled to a restoration of Your Metro account or any of Your Content. If Your access to or use of the Platform has been limited or Your Metro account has been suspended or this Agreement has been terminated by us, You may not register a new Metro account or access and use the Platform through a Metro account of another User.
12.2. Clause Survival
All terms of this Agreement which by their nature extend beyond their termination shall remain in effect until fulfilled and apply to respective successors and assigns.