Maven Instructor Agreement

Welcome, and thank you for your interest in becoming an instructor on Maven. This Instructor Agreement (the “Agreement”) is a legally binding contract between you and Maven Learning, Inc. (“Maven”) regarding your use of maven.com and any of Maven’s or its affiliates’ educational platform(s), including as made available via any mobile applications (collectively, the “Platform”) as an instructor (“Instructor”).

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT”, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE PLATFORM, YOU AGREE TO BE BOUND BY, THIS AGREEMENT. THIS AGREEMENT INCLUDES EVERYTHING IN THIS DOCUMENT, AS WELL AS THE TERMS IN THE TERMS OF SERVICE, PRIVACY POLICY AND ALL OTHER RULES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME BY MAVEN ON THE PLATFORM. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND ANY OTHER TERMS AND CONDITIONS YOU HAVE AGREED TO WITH MAVEN, THIS AGREEMENT WILL PREVAIL WITH RESPECT TO ITS SUBJECT MATTER, BUT ALL PROVISIONS IN THE TERMS OF SERVICE AND PRIVACY WILL APPLY UNLESS SUPERSEDED BY THIS AGREEMENT. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE PLATFORM. YOUR USE OF THE PLATFORM, AND MAVEN’S PROVISION OF THE PLATFORM TO YOU, CONSTITUTES AN AGREEMENT BY MAVEN AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 11, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND MAVEN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 11.)

If you’re agreeing to this Agreement on behalf of an organization or entity, you must be authorized to agree to this Agreement on that organization or entity’s behalf and bind it to this Agreement (in which case, the references to “you,” “your,” and “Instructor” throughout this document refer to that organization or entity).

1. DEFINITIONS
   1. Courses or “Works.” This Agreement describes the terms under which Instructor may create and publish learning courses and associated materials on the Platform. Each separate course is called a “Work” under this Agreement. “Work” means the titled course and all related materials, including scripts and storyboards, table of contents, course briefs, slide decks, live lecture agenda, video, audio, project prompts, graphs, charts, maps, worksheets, exercises, quizzes, interactions and communications between participants or between Instructor and participants, and text-based descriptions, and any updates to any of these items (“Updates”).
2. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
   1. What Instructor Owns. Instructor owns all intellectual property rights in and to any of Instructor’s materials made prior to accepting the terms of this Agreement (including third-party materials that Instructor has the right to provide to Maven under this Agreement) (the“Pre-Existing Materials”) and any Work created pursuant to this Agreement. Examples of Pre-Existing Materials include a PowerPoint presentation, a musical score, a photo or a CAD file that Instructor developed independently of the Work but that is used in the Work to demonstrate a particular skill.
   2. License Grant to Maven. Instructor hereby grants Maven the right to record the transmission, performance, and display of each Work, Pre-Existing Materials included in a Work, any Updates to a Work, and Instructor’s name, voice, image, and likeness during the transmission, retransmission, public performance, and public display of a Work on the Platform in an audiovisual work (each a “Video”) during the Term of this Agreement. Instructor hereby grants Maven a limited, non-exclusive, assignable (as described below), worldwide right and license to (i) the Work, (ii) any Update to a Work, (iii) each Video in which the Work or Update is embodied (iv) any Pre-Existing Materials that Instructor makes available to Maven in conjunction with the Work, including third-party materials that Instructor has the right to provide to Maven under the terms of this Agreement, as part of or in relation to Maven’s rights to the Works, Updates, and Videos, and (v) Instructor’s name, pseudonym, voice, likeness, trademarks, and/or trade names or service marks (including, if Instructor is not an individual or the presenter in the course, the name, voice, image and likeness of such presenting individual, and of any other individuals included in the Work, or Update, including as embodied in a Video), solely as part of or in relation to the applicable Work (including any operation or marketing of the Platform to the extent featuring any of the Work, including as embodied in a Video) during the Term of this Agreement and only for the period in which a Work is displayed on the Platform. Maven will have the right to (a) publicly perform, publicly display, transmit, retransmit, reproduce, and distribute each Video, in whole or in part, in which a Work, Pre-Existing Materials included in a Work, or Update is embodied in all forms of media now known or hereafter created, (b) to translate a Work, Pre-Existing Materials included in a Work, or Update as embodied in a Video (for example by adding translated subtitles and/or dubbing to the original Video); and (c) use the Work and Pre-Existing Materials included in a Work for promotional and marketing purposes for the Platform in any and all media now known or hereafter created during the Term of this Agreement and only for the period in which a Work is displayed on the Platform. Maven may assign or license a Work, Pre-Existing Materials included in a Work, and Updates to a Work, and the Video in which a Work or Update is embodied to any other person or entity. Maven also has full discretion whether or not, and when, to publish a Work as embodied in a Video on the Platform and makes no guarantees as to continued availability of any one or more Videos. Maven will owe no royalties or other payment for the licenses in this Section 2.2 (other than those for the Work specified below). Notwithstanding the foregoing, Maven will only use Pre-Existing Materials, the Works, Updates to the Works and Videos for purposes of fulfilling its obligations under this Agreement and only for the period in which a Work is live on the Platform.
3. MARKETING. Instructor will be responsible for conducting marketing and promotional activities in order to increase visibility, engagement and audience for the Work. Instructor must comply with all applicable laws in connection with such activities (including the Federal Trade Commission’s Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”)). For the avoidance of doubt, nothing in this Section 3 shall prevent Maven from conducting its own marketing for the Works within the terms of the license granted above.
4. PRICING AND PAYMENTS
   1. Instructor may determine prices to access its courses in its sole discretion. Maven will pay Instructor ninety percent (90%) of the Revenue received by Maven directly for enrollment by participants in the course embodied by the Work (“Payments”), in US dollars. Maven will calculate and pay the Payments to Instructor within thirty (30) days after the end of the month in which Instructor’s course ends, and will provide Instructor with an accompanying payment statement, online or through another reasonable mechanism. If Instructor receives an overpayment, Maven may offset such amount against any further sums payable to Instructor or, upon request, Instructor will repay such overpayment to Maven. Maven makes no representations or warranties as to the total amount of payments that a Work, including as embodied in a Video, might accrue under this Agreement. In addition, Maven may in its discretion provide refunds to any and all participants in any course. Instructor is responsible for any taxes that are statutorily imposed on Instructor, including taxes based on Instructor’s income or profit.
   2. For purposes hereof, “Revenue” means gross revenue recognized under US GAAP by Maven in the applicable calendar month for enrollment by participants in the course embodied by the Work, less the following permitted deductions: (a) rebates, refunds, returns, credits and the like, (b) sales, use, value-added, excise, and other taxes, customs, duties, and other governmental charges, and (c) payment processing fees.
   3. Maven Student Growth Program. When you set your course price, you will automatically be opted into the Maven Student Growth Program. You can opt out of this program at any time by emailing support@maven.com; provided, your course will remain subject to any sales, campaigns, or promotions that are active at the time you opt out until those sales, campaigns, or promotions are completed. By remaining opted in, you agree that Maven and its affiliates may offer the following promotional discounts to your courses. For clarity, each party’s revenue share will be calculated based on the sale price of the course minus any discounts and/or affiliate fees.
      1. Discounting. Maven can offer up to 30% off your course list price. We won’t offer permanent public discounts and won’t always use the full 30%, but this allows us to test:
         • Incentives to drive enrolled students to recommend courses to their peers.
         • Streamlined bulk purchases.
         • Site-wide promotions and curated “best-of” lists. Currently, we plan to do this two times a year and you’ll be notified before these promotions go live.
      2. Affiliate Marketing. If the course price is over $250 USD, approved Maven affiliates can offer a discount of up to $100 off the course list price and receive up to a 30% affiliate fee on the final course sale price for enrollments that use the affiliate’s code. This will be a gated affiliate program to start, with Maven curating strong brand partners.
      3. Scholarships. Maven can offer up to two full scholarships to any cohort for courses with a list price of less than $2,500. One Maven team member can audit your course at a time. Maven will use scholarships to drive sales growth, in partnership with newsletters or influencers.
5. TECHNICAL SUPPORT.After the Work is published, Instructor agrees to use commercially reasonable efforts to respond to inquiries from participants about the Work within a reasonable timeframe.
6. TERMS AND TERMINATION
   1. Term. This Agreement commences on the date that Instructor accepts this Agreement and will continue until terminated in accordance with this Section 6. Either party may terminate this Agreement immediately upon written notice to the other party for convenience for any (or no) reason.
   2. Effect of Termination. The following provisions will survive any termination of this Agreement: Sections 2, 4 (until amounts due are paid in full), 6.2, 7, 8, 10, 11, and 12.
7. WARRANTY.It is Maven’s policy to respect the intellectual property rights of others; as such, Instructor represents and warrants to Maven that: (a) no Work, Pre-Existing Material or other materials or content provided, posted or communicated by Instructor in connection with this Agreement, including as embodied in any Video (collectively, “Instructor’s Materials”) will infringe on any intellectual property right of any third party; (b) to the best of Instructor’s knowledge, the content of Instructor’s Materials is accurate; (c) Instructor’s Materials will not be scandalous, defamatory, slanderous, libelous, obscene, constitute an invasion of privacy, violate any other personal rights, or otherwise be unlawful, or require Maven to obtain any authorizations, consents, licenses or permissions from or pay any royalties or other consideration to any third parties; (d) Instructor will obtain all necessary licenses and written permissions to anything included in Instructor’s Materials that Instructor does not own; and (e) any social media posts or other public communications Instructor makes will be compliant with the Guides and other applicable law. Without limiting any rights Maven may have under this Agreement, if Instructor breaches this Section 7, Instructor will make best efforts to remedy such breach (for example, by modifying Instructor’s Materials to replace any content at issue with compliant content) as soon as possible.
8. LIMITATION OF LIABILITY. MAVEN WILL NOT BE LIABLE TO INSTRUCTOR FOR ANY LOSS OF BUSINESS OPPORTUNITIES, LOST PROFITS, AND ANY INDIRECT, SPECIAL, COLLATERAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT MAVEN WAS ADVISED OF THE POSSIBILITY OF THAT DAMAGE. MAVEN’S LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY MAVEN TO INSTRUCTOR DURING THE TWELVE MONTHS BEFORE THE CLAIM AROSE.
9. NON-DISPARAGEMENT. Instructor will not speak negatively about Maven or the Platform during courses, in other social media, or in any medium reasonably expected to be public. If Instructor is not enjoying the experience on the Platform for any reason, Instructor is expected to either contact Maven in a professional manner to discuss any concerns or to exercise Instructor’s right to terminate this Agreement as set forth in Section 6.1. Notwithstanding the foregoing, Instructor understands that nothing in this Agreement shall in any way limit or prohibit Instructor from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” includes (i) filing and/or pursuing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), (ii) testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the other party to this Agreement, or on the part of the agents or employees of the other party, when Instructor has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, and (iii) disclosing information pertaining to sexual harassment or any unlawful or potentially unlawful conduct to the extent such disclosure is protected by applicable law. Instructor understands that in connection with such Protected Activity, Instructor is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, Maven.
10. INDEPENDENT CONTRACTOR. The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of this Agreement. Nothing herein shall create an express or implied partnership, agency, joint venture, employment or other association between the parties. Except as may be expressly agreed in writing, neither party has the authority, right or ability to bind or commit the other party in any way and will not attempt to do so or imply that it may do so.
11. ARBITRATION AND EQUITABLE RELIEF. Arbitration and Equitable Relief is governed by the terms provided in the Terms of Service.
12. MISCELLANEOUS. If Instructor needs to provide Maven with notice under this Agreement, Instructor will contact Maven at support@maven.com. If Maven needs to provide Instructor with notice under this Agreement, Maven will contact Instructor at the email address associated with Instructor’s account. Any dispute or claim arising out of this Agreement will be governed by the laws of the State of Texas, regardless of choice of laws principles. If a court or other body with proper jurisdiction decides any provision of this Agreement cannot be enforced, the provision at issue will be interpreted to the fullest extent possible to reflect the intent of the parties, but in any case, the rest of the Agreement will continue to be effective. This Agreement is binding on Maven and Instructor, including Instructor’s executors, administrators, licensees, heirs, and successors; provided however, that Instructor agrees not to transfer or assign Instructor’s rights (other than payment) or obligations under this Agreement to any other person or entity without Maven’s prior written consent, which may be withheld in Maven’s sole discretion. This Agreement and the Terms of Service form the entire agreement between the parties related to the Work(s), and Instructor agrees that Instructor is not relying on any other statement or representation when agreeing to this Agreement, except as provided for in the Terms of Service. For purposes hereof, “including” means including without limitation. The headings to the various divisions of this Agreement are for reference purposes only and shall not be construed as affecting the meaning or interpretation of this Agreement.