By signing up as an Instructor to offer your courses on www.zydii.com (hereinafter referred to as "the website")you hereby agree with Zydii Limited(hereinafter referred to as "the Company") as follows:
1. The Company hereby grants you a non-exclusive, non-transferable, royalty-free right to create courses and train users on its website and you undertake not to use the website for any other purpose, without prior written approval of the Company.
2. Upon approval of your course by the Company, you agree to charge users/learners according to the defined pricing schedule provided, which shall form an integral part of this Agreement.The company shall handle billing to users/learners and reserves the right to make changes to the pricing at any time.
3. You hereby authorize the Company to collect the fees charged to users/learners on your behalf, less the Company’s share (based on the agreed formula) and any refunds due to users. The fees shall be payable to you within forty-five (45) days of receipt and you shall be solely responsible for payment of taxes due and tax compliance related to your courses submitted in other countries.
5. You acknowledge that any interaction with other users of the website shall be done at you own risk and hereby indemnify the Company, its affiliates, agents, licensors or employees, from any damages, loss, injuries or expenses incurred as a result of the your dealings with other users of the website or the unauthorized use or infringement of any third party rights by your agents.
6. In the event that you wish to market or promote your course content on the website then you shall enter into a separate agreement with the Company in this regard.
7. In the event that the Company assists you by engaging a Partner to create, record, design and produce any course videos/content on your behalf, you agree to a separate revenue share formula to be appended to this Agreement. The course videos/content so jointly created shall be jointly owned by the parties. However, where you wish to engage the Partner to produce your course content with the aim of exclusive ownership of the same, you shall be charged a separate fee by the Partner for such services.
8. You warrant and represents that:
a) You are responsible for all your submitted content and that you own or have the necessary licenses and authority to use, reproduce, distribute, display, promote, market and otherwise exploit in the manner contemplated by this Agreement and that no submitted content shall infringe any Intellectual Property Rights of a third party.
b) You have the required qualifications, credentials, expertise, training, educations and skills to teach the services you offer on the website.
c) Not to use or access the website for any commercial purposes or the solicitation of business other than for tutoring, teaching and instructional services to learners.
d) You will not engage in any activity that will require the Company to obtain any Licenses or pay any royalties to a third person for use of their content.
e) You shall not copy, modify or distribute the Company’s content except as permitted by this Agreement.
f) You shall not interfere or prevent other Instructors from providing their services or courses.
g) You shall maintain accurate enrollment and account information.
h) You shall provide high quality content in accordance with industry standards and respond promptly to users/learners seeking your services on the website.
i) You are over the age of 18 years and assume all responsibility for your performance and compliance hereunder or in case of a body corporate, that are duly competent under applicable laws to enter into this Agreement.
j) You shall act in the utmost good faith in connection with this agreement.
10. You hereby grant the Company an irrevocable, worldwide, perpetual, royalty free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display your course content on the website and/or otherwise exploit such content with the right to sublicense such rights for any purpose associated with the provision, promotion or improvement of the website and services offered therein. As the Instructor, you give the Company permission to share such course content and information about you without receiving any compensation.
11. You shall not assign, sub-license, transfer your rights under this Agreement and any attempt to do shall be rendered null and void. However, the Company reserves the right to assign its rights and obligations under this Agreement and all its right, title and interest in the website without your consent.
12. No amendment, modification, variation or waiver of this Agreement shall be binding unless it is in writing and signed by both parties. If any of the provisions of this Agreement is rendered invalid, the remainder of this Agreement shall remain valid and enforceable.
13. In the event of any dispute arising from this Agreement the parties shall at first instance seek to amicably resolve the dispute between themselves and if after thirty (30) days the dispute is not solved, then the matter shall be referred to arbitration to be presided by a single arbitrator appointed by both parties from the Chartered Institute of Arbitrators in Kenya PROVIDED that nothing in this agreement shall thereafter prevent an aggrieved party from pursuing other legal remedies available to assert their rights under this Agreement.
14. This Agreement shall continue in force from the date of signing until termination by either party issuing one (1) month notice in writing to the other party. However, the Company shall be entitled to terminate this Agreement at its sole discretion and where you commit any breach of the provisions of this Agreement. Upon termination, the Company shall immediately cease all further publication of your work on the Website.
15. This Agreement shall be governed and construed according to the Laws of Kenya.