By accepting the offer to become an Instructor, you agree to these Instructor Terms & Conditions (the “Agreement”) which contain the terms and conditions of Your participation as an Instructor with HIT Universal Limited (hereinafter referred to as “HITuni”), a company registered in England.
Definitions and Interpretation
“Agreement” means the agreement between You (the Instructor) and HITuni
“Educational Platform” means the HITuni website www.hituni.com
“Student” means users of the Educational Platform, who have purchased access to the Course
“Course” means the finished product (an online course) that users will be purchasing and enrolling in to. A Course is broken down into Lessons.
“Lessons” means the units that make up the Course, comprised of Submitted and Developed Content
“Submitted Content” means any content provided by the Instructor to HITuni, for the purposes of developing and promoting the Course. The Submitted Content includes but is not limited to the content of any video recording, audio recording, written word, course notes and spoken word developed, made, recorded or submitted for the development of the Course.
“Developed Content” means the content that HITuni develops for the purpose of creating and promoting the Course, including but not limited to video recording, audio recording, raw footage, post-production files, final videos, images, graphics, Course notes, Course questions, Course quizzes, sales pages. The Developed Content will include Submitted Content.
“Base Price” means the Course price that prospective Students see on the Educational Platform
“Discounted price” means the Course price after discounts have been applied, including promotional Voucher Codes
“Net Receipt” means the Course price after any discounts, affiliate commission and payment processing costs have been applied
“Voucher Code” means a temporary coupon code that allows prospective Students to purchase access to a Course at a Discounted Price. This code is used on the Educational Platform checkout during a Sale.
“Sale” means the purchase of access to the course by a Student
“Payouts” means payments made to the Instructor by HITuni
“Intellectual Property Rights” as defined in the body of the agreement
“Relationship with students” as defined in the body of the agreement
“Instructor” the main teacher of the Course
“Prohibited Materials” means content, works or other materials that constitute, or that HITuni reasonably determines constitute:
- Material that breaches any applicable laws, regulations or legally binding codes;
- Material that infringes any third party intellectual property rights or other rights;
- Material that is false, misleading or incorrect;
- Material that is indecent, obscene, pornographic, sexist or lewd;
- Material that is offensive, hateful, racist or abusive, or is likely to cause annoyance, inconvenience or anxiety to another internet user;
- Computer viruses, spyware, Trojan horses or other malicious or harmful routines, programs or software; and/or
- Spam or unsolicited bulk email or unauthorized advertising or unsolicited commercial email.
As an Instructor you are contracting directly with HITuni, and you agree that:
You will co-develop with HITuni, a Course related to physical exercise and/or High Intensity Training.
You will assign to HITuni Your rights, title and interest in and to the copyright in the Developed Content, but not the Submitted Content.
HITuni will keep all the income from the first 10 Sales of the Course as a way of redeeming part of the costs it incurred during development of the Course.
After the initial 10 Sales, HITuni shall thereafter pay to the Instructor 60% of the Net Receipt of each Course sold, on a monthly basis, in arrears. This payment represents the entirety of HITuni’s financial obligation to the Instructor.
You hereby covenant with HITuni that You will not, at any time, share the Developed Content of the Course with any third party.
As an Instructor, You agree to:
Contribute the Submitted Content, which the Developed Content will be based on. See Intellectual Property Rights below.
Participate in the filming of the Course videos.
Contribute to and/or review written course notes to accompany the video content.
Contribute as much as reasonably possible to the promotion of the Course. See Promotion Policy, as later defined.
Log in to the Educational Platform as frequently as reasonably possibly to monitor and respond to student activity. See Relationship with Students below.
Not upload, post or otherwise transmit any Prohibited Materials through the Educational Platform.
Not use the Educational Platform for any business other than for providing tutoring, teaching and instructional services to Students.
Not interfere with or otherwise prevent other parties from providing their services or Courses.
HITuni agrees to:
Be responsible for directing, recording and editing video and audio recordings of You (the Instructor) for the Developed Content.
Be responsible for editing any Submitted Content such as course notes, that are provided by You (the Instructor).
Be responsible for building and maintaining the Educational Platform and providing support to Students.
Upload and host the Course on the Educational Platform.
Format and present the Lessons in a way HITuni deems user-friendly.
Host the Course videos with domain level privacy.
Be responsible for the payment processor and for issuing monthly Payouts to the Instructor.
Make an authorized representative available via email to provide troubleshooting support to the Instructor.
Provide reporting data to the Instructor through the Instructor dashboard or by other means. This data will show how many Students have enrolled in the Course, when they did so and how much the expected Instructor Payout currently is.
HITuni will be responsible for the pricing and promotion of the Course. See Course Pricing and Promotion Policy, each defined below.
Intellectual Property Rights
The Instructor is responsible for ensuring that the Submitted Content does not infringe or misappropriate any Intellectual right of a third party.
In the event that You (the Instructor) has included anyone else’s work in Your Submitted Content, it is You who is responsible for ensuring that You have the necessary licenses, rights, consents, permissions and/or the authority to use this work for the purpose of the production of the Developed Content.
You (the Instructor) agree to indemnify HITuni against all liabilities, costs, expenses, damages and losses suffered or incurred by HITuni arising out of or in connection with a claim that the Submitted Content and the Developed Content infringes the intellectual property rights, or any other rights of any third party.
You agree to assign to HITuni Your rights, title and interest in and to the copyright in the Developed Content, but not the Submitted Content.
Relationship with Students
The Instructor does not have a direct contractual relationship with Students.
The Instructor may communicate with Students through the Educational Platform, including:
- Answering Student questions on Lessons
- Participating in the forum
- Posting Course news, etc.
All these actions generate automated emails to Students.
You (the Instructor) understand and agree that You will indemnify HITuni for any issues arising out of Your use of any Student-related data.
HITuni will consult with the Instructor regarding the pricing of the Course, but HITuni reserves the right to make the final decision on the Base Price.
The Instructor and HITuni can mutually agree to review the Base Price in the future, for example if extra Submitted or Developed Content is added or if the desirable Sales volume hasn’t been achieved.
HITuni will develop the marketing strategy and market, promote and sell the Course, and will bear any costs associated with promoting the Course as it sees fit, for example online advertising costs.
HITuni reserves the right to sell the Course at a Discounted price by issuing promotional voucher codes for prospective Students.
HITuni reserves the right to sell the Course as part of a bundle of courses or as a pre-requisite to another course on the Educational Platform.
The Instructor may contribute to the promotion of the Course through own website and/or social media channels.
The Instructor will be an ambassador of HITuni and You will not do anything to bring HITuni into disrepute.
HITuni shall have the right to use the Instructor’s name, image, likeness and biographical material for advertising, promotion, and other exploitation of the Course.
HITuni will inform and may consult with the Instructor regarding promotional and marketing activities for the Course, but reserves the right to make the final decisions on the best way to generate Sales.
Payments and Refunds
Payments due to the Instructor as per this agreement will be paid on a monthly basis, in arrears.
No payments will be made to the Instructor for any orders that are refunded or cancelled.
- This agreement shall be binding upon and inure to the benefit of the executors, administrators, and assigns of You (the Instructor) and upon and to the successors and assigns of HITuni.
- Force Majeure. The failure of HITuni to publish the Course shall not be deemed to be a violation of this Agreement or give rise to any right of termination or reversion if such failure is caused by restrictions of government agencies, labour disputes, or inability to obtain the materials necessary for its production, or occurs for any other reason beyond HITuni’s control; and in the event of delay from any such cause, the publication date of the Course may be postponed accordingly.
- In the event of bankruptcy or liquidation of HITuni for any cause whatsoever, the rights of publication of the Course may be transferred to You (the Instructor) upon payment of fair market value to be determined by agreement or arbitration. Thereafter this agreement shall thereupon terminate without notice.
- Term of Agreement. Unless previously terminated, this agreement shall continue in force for a period of 7 years.
- Waivers. The failure of either party to exercise any of its rights under this Agreement or a breach thereof shall not be deemed to be a waiver of such rights, and no waiver by either party, whether written or oral, express or implied, of any rights under or arising from this Agreement shall be binding on any subsequent occasion; and no concession by either party shall be treated as an implied modification of the Agreement unless specifically agreed in writing.
- Amendments. No amendment of, addition to or modification of this Agreement shall be effective unless reduced to writing and signed by the parties hereto.
- Severability. In the event one or more clauses of this Agreement are declared invalid, void, unenforceable or illegal, that shall not affect the validity of the remaining portions of this Agreement.
- Entire Agreement. This Agreement sets forth the entire agreement of the parties, and replaces and supersedes any previous agreement between the parties on the subject, whether oral or written, express or implied.
- This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.