Instructor Terms

These Instructor Terms were last updated June 25, 2019.

When you sign up to become an instructor on the Brainsera platform, you agree to abide by these Instructor Terms (“Terms“). These Terms cover details about the aspects of the Brainsera platform relevant to instructors and are incorporated by reference into our Terms of Use, the general terms that govern your use of our Services. Any capitalized terms that aren’t defined in these Terms are defined as specified in the Terms of Use.

As an instructor, you are contracting directly with Brainsera, LLC. (a California Limited Company in the United States), regardless of whether another Brainsera subsidiary facilitates payments to you.

1. Instructor Obligations

As an instructor, you are responsible for all content that you post, including lectures, quizzes, coding exercises, practice tests, assignments, resources, answers, course landing page content, and announcements (“Submitted Content“).

You represent and warrant that:

• you will provide and maintain accurate account information;
• you own or have the necessary licenses, rights, consents, permissions, and authority to authorize Brainsera to use your Submitted Content as specified in these Terms and the Terms of Use;
• your Submitted Content will not infringe or misappropriate any third party’s intellectual property rights;
• you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to teach and offer the services that you offer through your Submitted Content and use of the Services; and
• you will respond promptly to students and ensure a quality of service that corresponds with the standards of your industry and instruction services in general.

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 students;
• 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 instructors from providing their services or courses; or
• abuse Brainsera resources, including support services.

2. License to Brainsera

You grant Brainsera the rights detailed in the Terms of Use to offer, market, and otherwise exploit your Submitted Content, and to sublicense it to students for these purposes directly or through third parties. This includes the right to add captions or otherwise modify content to ensure accessibility.

Unless otherwise agreed (including within our Policies), you have the right to remove all or any portion of your Submitted Content from the Services at any time. Except as otherwise agreed, Brainsera’s right to sublicense the rights in this section will terminate with respect to new users 60 days after the Submitted Content’s removal. However, (1) rights given to students before the Submitted Content’s removal will continue in accordance with the terms of those licenses (including any grants of lifetime access) and (2) Brainsera’s right to use such Submitted Content for marketing purposes shall survive termination.

We may record all or any part of your Submitted Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. You grant Brainsera permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, your Submitted Content, or Brainsera’s content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.

3. Trust & Safety

3.1 Trust & Safety Policies

You agree to abide by Brainsera’s Trust & Safety policies, Restricted Topics policy, and other course quality standards or policies prescribed by Brainsera from time to time. You should check these policies periodically to ensure that you comply with any updates to them. You understand that your use of the Services is subject to Brainsera’s approval, which we may grant or deny at our sole discretion.

We reserve the right to remove courses, suspend payouts, and/or ban instructors for any reason at any time, without prior notice, including in cases where:

• an instructor or course does not comply with our policies or legal terms (including the Terms of Use);
• a course falls below our quality standards or has a negative impact on the student experience;
• an instructor engages in behavior that might reflect unfavorably on Brainsera or bring Brainsera into public disrepute, contempt, scandal, or ridicule;
• an instructor engages the services of a marketer or other business partner who violates Brainsera’s policies; or
• as determined by Brainsera in its sole discretion.

3.2 Co-Instructors and Teaching Assistants

The Brainsera platform allows you to add other users as co-instructors or teaching assistants for courses that you manage. By adding a co-instructor or teaching assistant, you understand that you are authorizing them to take certain actions that affect your Brainsera account and courses. Brainsera is not able to advise on any questions or mediate any disputes between you and such users. If your co-instructors have an assigned revenue share, their share will be paid out of your earned revenue share based on the ratios you have specified in your Course Management settings as of the date of the purchase.

3.3 Relationship to Other Users

Instructors don’t have a direct contractual relationship with students, so the only information you’ll receive about students is what is provided to you through the Services. You agree that you will not use the data you receive for any purpose other than providing your services to those students on the Brainsera platform, and that you won’t solicit additional personal data or store students’ personal data outside the Brainsera platform. You will indemnify Brainsera against any claims arising from your use of students’ personal data.

3.4 Anti-Piracy Efforts

We partner with anti-piracy vendors to help protect your courses from unauthorized use. To enable this protection, you hereby appoint Brainsera and our anti-piracy vendors as your agents for the purpose of enforcing copyrights for each of your courses, through notice and takedown processes (under applicable copyright laws like the Digital Millennium Copyright Act) and for other efforts to enforce those rights. You grant Brainsera and our anti-piracy vendors primary authority to file notices on your behalf to enforce your copyright interests.

You agree that Brainsera and our anti-piracy vendors will retain the above rights unless you revoke them by sending an email to [email protected] with the subject line: “Revoke Anti-Piracy Protection Rights” from the email address associated with your account. Any revocation of rights will be effective 48 hours after we receive it.

4. Pricing

4.1 Price Setting

When creating a course, you will be prompted to select a base price (“Base Price“) for your course from a list of available price tiers. Alternatively, you may choose to offer your course for free. As a premium instructor, you will also be given the opportunity to participate in certain promotional programs under the terms of our Promotions Policy (“Promotional Programs“).

If you do not opt to participate in any Promotional Programs, we will list your course for the Base Price or the closest local or mobile app equivalent (as detailed below).

When a student purchases using a foreign currency, we will convert the relevant Base Price or Promotional Program price into the student’s applicable currency using a system-wide foreign currency conversion rate set by Brainsera and fixed periodically into a table of corresponding price tiers by currency (“Price Tier Matrix“). Since the Price Tier Matrix is fixed, those conversion rates may not be identical to the applicable market rate in effect when a transaction is processed. We reserve the right to update the Price Tier Matrix at any time.

When a student purchases through a mobile application, the mobile platform provider’s pricing matrix will control, and we will choose the price tier closest to the applicable Base Price or Promotional Program price. Because mobile platforms impose their own currency conversion rates, conversions for mobile app prices may not match the conversions in the Price Tier Matrix.

You give us permission to share your courses for free with our employees, with selected partners, and in cases where we need to restore access accounts who have previously purchased your courses. You understand that you will not receive compensation in these cases.

4.2 Transaction Taxes

If a student purchases a product or service in a country that requires Brainsera to remit national, state, or local sales or use taxes, value added taxes (VAT), or other similar transaction taxes (“Transaction Taxes“), under applicable law, we will collect and remit those Transaction Taxes to the competent tax authorities for those sales. We may increase the sale price at our discretion where we determine that such taxes may be due. For purchases through mobile applications, applicable Transaction Taxes are collected by the mobile platform (such as Apple’s App Store or Google Play).

4.3 Promotional Programs

Brainsera offers several optional marketing programs (Promotional Programs) in which you can choose to participate, as detailed in our Promotions Policy. These programs can help increase your revenue potential on Brainsera by finding the optimal price point for your courses and promoting them through additional marketing channels.

There is no up-front cost to participate in these programs, and you can modify your participation status at any time, though changes you make will not apply to currently active campaigns.

5. Payments

5.1 Revenue Share

When a student purchases your course, we calculate the gross amount of the sale as the amount actually received by Brainsera from the student (“Gross Amount“). From this, we subtract any Transaction Taxes, any mobile platform fees applied to mobile application sales, a 3% administrative and handling fee (except in Japan, where we subtract a 4% fee) for any non-mobile-app sales, and any amounts paid to third parties in connection with the Promotional Programs to calculate the net amount of the sale (“Net Amount“).

If you have not opted into any of Brainsera’s optional Promotional Programs, your revenue share will be 50% of the Net Amount less any applicable deductions, such as student refunds. If we change this payment rate, we will provide you 30 days notice using prominent means, such as via email or by posting a notice through our Services.

If you opt into any of the Promotional Programs, the relevant revenue share may be different and will be as specified in the Promotions Policy.

Brainsera makes all instructor payments in U.S. dollars (USD) regardless of the currency with which the sale was made. We will assume transaction processing fees, excluding foreign currency conversion fees and wiring fees. Your revenue report will show the sales price (in local currency) and your converted revenue amount (in USD).

5.2 Receiving Payments

For us to pay you in a timely manner, you must own a PayPal or Payoneer account in good standing and must keep us informed of the correct email associated with your account. 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.

Depending on the applicable revenue share model, payment will be made within 45 days of the end of the month in which (a) we receive the fee for a course or (b) the relevant course consumption occurred.

As an instructor, you are responsible for determining whether you are eligible to be paid by a U.S. company. We reserve the right not to pay out funds in the event of identified fraud, violations of intellectual property rights, or other violations of the law.

If we cannot settle funds into your payment account after the period of time set forth by your state, country, or other government authority in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting those funds to the appropriate government authority as required by law.

5.3 Refunds

You acknowledge and agree that students have the right to receive a refund, as detailed in the Terms of Use. Instructors will not receive any revenue from transactions for which a refund has been granted under the Terms of Use.

If a student asks for a refund after we have paid the relevant instructor payment, we reserve the right to either (1) deduct the amount of the refund from the next payment sent to the instructor or (2) where no further payments are due to the instructor or the payments are insufficient to cover the refunded amounts, require the instructor to refund any amounts refunded to students for the instructor’s courses.

6. Trademarks

While you are a published instructor and subject to the requirements below, you may use our trademarks where we authorize you to do so.

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 Brainsera courses or your participation on Brainsera; 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.

7. Sanctions and Export Laws

You warrant that you aren’t restricted from using the Services under U.S. sanctions or export laws (as an individual or as an officer, director, or controlling shareholder of any entity on whose behalf you use the Services). If you become subject to such a restriction while you are subject to these Instructor Terms, you will notify Brainsera within 24 hours, and we will have the right to terminate any further obligations to you, effective immediately and with no further liability to you (but without prejudice to your outstanding obligations to Brainsera). You will not use the Services to conduct or facilitate any transaction with any other individual or entity subject to such a restriction. You may not remove, export, or allow the export or re-export of the Services (or any product thereof, including technical data) outside the U.S. in violation of any restrictions, laws, or regulations of the U.S. or any other applicable country.

8. Deleting Your Account

Instructions on how to delete your instructor account are available here. We’ll use commercially reasonable efforts to make any remaining scheduled payments that are owed to you before deleting your account. You understand that if students have previously enrolled in your courses, your name and that Submitted Content will remain accessible to those students after your account is deleted. If you need help or encounter difficulty deleting your account, you can contact us via our Support Center.

9. Miscellaneous Legal Terms

9.1 Updating These Terms

From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Brainsera reserves the right in its sole discretion to modify and/or make changes to these 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 through our Services. Modifications will become effective on the day they are posted unless stated otherwise.

Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.

9.2 Translations

Any version of these Terms in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict.

9.3 Relationship Between Us

You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.

9.4 Survival

The following sections shall survive the expiration or termination of these Terms: Sections 2 (License to Brainsera), 3.3 (Relationship to Other Users), 5.2 (Receiving Payments), 5.3 (Refunds), 8 (Deleting Your Account), and 9 (Miscellaneous Legal Terms).

10. How to Contact Us

The best way to get in touch with us is to contact our Support Team. We’d love to hear your questions, concerns, and feedback about our Services.