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This Instructor Agreement or Partnership Agreement (“Agreement”) between the Guardian Academy (“Sequoia International Ltd”) and the Instructor (“Course owner/creator”).

1. Background.

(a) Instructor has signed the Online Course Hosting and Services Agreement (“Partnership Agreement”) with Sequoia International (“Sequoia International Ltd”), related to the use of academic courses created and delivered by the Instructor and his/her team.

(b) Instructor wishes to create and deliver the Course, as defined below, for use on the Sequoia International Ltd’s Platforms.

(c) The parties must ensure that Instructor has sufficient rights to the Courses to permit Sequoia International Ltd to host the Course on its Platform.

(d) Each party wishes to have ongoing rights to use the Course.

(e) This Agreement is intended to allocate to each party rights to the Course and the copyrightable material at makes up the Course.

2. Definitions.

Capitalized terms used in this Agreement will have the meaning provided in this Section 2 or as otherwise provided where such terms are first used.

(a) “Content” means Instructor Created Material and Instructor Created Material provided to Sequoia International pursuant to the Sequoia International Ltd Agreement, including the Video Recording.

(b) “Course” means the presentation of instructional Content pertaining to a certain body of knowledge, including the Video Recording.

(c) “Initial Period” means the first 90 days after a course(s) is live.

(d) “Instructor Created Material” means any information, data, works of authorship or other materials delivered in text, photographic, audio, visual or audiovisual format, including videos, lectures and course materials, syllabi, and any software, interfaces or assessment features created or developed principally by Instructor. Secondary support assistance given Instructor by Instructor staff, such as technical assistance or editorial feedback, shall not in any way prevent material from being considered Instructor Created Material.

(e) “Platform” means Sequoia International Ltd’s proprietary software platforms, websites, smartphone application and algorithms used to host, transmit and make Content available via the Internet and to provide related services and functionalities, including automatic grading or facilitating peer-to-peer interactive activities or Multiple Choice Question or Fill in the Blanks.

(f) “Instructor Created Material” means any information, data, works of authorship or other materials delivered in text, photographic, audio, visual or audiovisual format, including videos, lectures and course materials, syllabi, and any software, interfaces or assessment features created or developed principally by Instructor, independent of Instructor Created Material, such as Instructor logos that might appear in Instructor’s materials or instructional materials prepared by Instructor staff as part of the Course.

(g) “Video Recording” means the final, edited video recording of Instructor delivering the Course, as provided to Sequoia International pursuant to the Sequoia International Agreement.

(h) “Initial Term” means the first (1) year period of the contract signed.

3. Ownership of Content.

(a) Instructor shall own all rights, titles and interests to the Instructor Created Material and to the Video Recording.

(b) Instructor shall own all rights, titles and interests to the Instructor Created Material.

(c) Sequoia International Ltd reserves the right to change or edit the title and course description for SEO and other marketing and promotional purposes on its platform or other 3rd party platforms.

(d) Once a student has purchased a course will have right to access that course for 365 days from the purchasing date.

4. Student Ownership.

All Students enrolled in courses will be Students of Sequoia International Ltd’ platforms, and Sequoia International Ltd will have full responsibility for each Student. Sequoia International Ltd will be exclusively responsible for the assessment of the Students and will provide all necessary customer care, support, information and certifications for the Students. Instructors DO NOT have any direct contractual relationship with Students and any information regarding the students will be forwarded to the Instructor by Sequoia International.

5. License to Instructor for Sequoia International Use.

(a) The following license is intended to permit the Instructor to provide the Course and the Content to Sequoia International for hosting and use on the Platform pursuant to the Sequoia International Ltd Agreement:

For good and valuable consideration, the receipt and sufficiency of which Instructor

hereby acknowledges, Instructor hereby grants Sequoia International the right and permission to use, store, host, publicly broadcast, publicly display, publicly perform, distribute, reproduce and digitize any Content that Instructor uploads, shares or otherwise provides in connection with the Course or Instructor’s use of the Platform, including the right to use Instructor’s name, voice, image or likeness (whether still, photograph or video) in connection therewith, and to edit, modify, translate or adapt any such Content (“Content Enhancements”) for the purposes of formatting or making accommodations to make Content accessible to persons who have disabilities.

(b) In connection with Instructor’s provision of the Course and the Content to Sequoia International, Instructor hereby provides with the following representations: Instructor represents that to the best of Instructor’s knowledge, Instructor has all necessary right and authority to grant the rights granted under Section 5(a) with respect to the Content Instructor uploads, shares or otherwise provides in connection with Instructor’s use of the Platform. Instructor further represents that (i) Instructor has used, and will use, reasonable efforts not to incorporate or use any libelous, slanderous, obscene or racist materials or commentary in such Content, (ii) Instructor has used, and will use, reasonable efforts to comply with all guidelines and agreements between Instructor and the Instructor for which Instructor is employed or otherwise engaged regarding copyright clearance and the use of third-party copyrighted material in such Content; and (iii) Instructor has used, and will use, best efforts, to the extent consistent with the pedagogical goals of the course, to consider students with disabilities in the preparation and presentation of Content for such Course(s), such as verbally describing visual elements for the visually impaired.

(c) The Instructor will provide Sequoia International with the full contents, materials, images, videos and course details, which will be shared in Dropbox, Google Drive or any other file hosting service used by Sequoia International. Sequoia International will publish and list each course on its website (https://guardianacademy.org), associated brands and on reputable advertising sites. Subject to the terms and conditions of this agreement, the Instructor hereby grants Sequoia International, during the term of this agreement the license to sell, reproduce,

distribute, publicly perform, offer and market the courses, for these purposes only. For the purposes of this agreement, “sale” or “selling” with respect to the courses, means “licensed” and “licensing”. Sequoia International acknowledges and agrees that all courses are licensed, and not sold, to Students. The Instructor has the right to amend, update and/or remove any course or any course content at any time upon notifying Sequoia International Ltd.

(d) In connection with the provision of the Course, the Instructor hereby provides the following release:

Instructor hereby releases, discharges, promises not to sue, and hold harmless Sequoia International and its affiliates, successors and assigns from and against any and all claims, demands, costs and/or causes of action of any nature arising out of or in connection with the exercise of any rights herein granted, including, without limitation, any claim for infringement, right of publicity, libel, slander, defamation, moral rights, invasion of privacy or violation of any other rights relating to any Content Instructor uploads, shares or otherwise provides in connection with use of the Platform.

(e) Sequoia International will be solely responsible for the assessment of the Students who purchased and enrolled in courses through Sequoia International and will provide all necessary customer care, support, information and certifications. The Instructor hereby agrees that Sequoia International may record all or any part of a course (other than the part that is the Instructor’s intellectual property) including voice chat communications for quality control and delivering, marketing, promoting, demonstrating or operating the Services; “Services” means Sequoia International’s marketing, delivery, administration, maintenance and provision of the courses to Students and potential Students. Any recording of a course shall be deemed a copy and/or derivative work of that course.

(f) Instructor certifies and represents that Instructor has read this Agreement, fully understands its meaning and effect, and has signed this Agreement intending to be legally bound. The provisions hereof shall be binding upon Instructor and Instructor’s successors, heirs and assigns.

6. Costs, Revenue, Profit and Profit Share, Payment and Refund.

The parties acknowledge that Sequoia International Ltd has the exclusive right to set the course price on its platforms. The sold price of a course excluding the VAT is “Revenue”. “Costs” is the amount deducted from the Revenue and the remaining is “Profit”, but in no event, the cost will exceed 35% of Revenue but, if the cost exceeds 35% Sequoia International will bear the additional cost.

            Case 1: If a course is purchased from Sequoia International Ltd platforms, each party will share 50% of the profit.

            Case 2: If a course is sold from Sequoia International Ltd’s 3rd party partners or marketplace, both parties will share 50% of the Revenue.

            Case 3: If a course is produced by Instructor exclusively for Sequoia International Ltd’s platforms’ with Sequoia International’s logo and branding then Instructor will receive more than 50% of the profit share for that particular course or as negotiated with that particular Instructor. In case 3 Agreement will be considered as “Exclusive Agreement” which means the instructor shall not share/sell the course(s) or its content or manipulate the course content created for Sequoia International with any other platforms besides Sequoia International Ltd’s platforms. Only for Case 3, content right will belong to Sequoia International Ltd.

            Payment: : Sequoia International will pay the Instructor’s profit share for all course(s) sold in each month, 60 days after the sales took place. If students purchase website subscription then Instructor will be paid on minutes/percentage viewed each month in his/hers course(s). Payment shall be made in Pounds (£).

            Refund: Sequoia International allows students a full refund within the first fourteen (14) days. The Instructor hereby acknowledges and agrees that students have the right to receive a refund. Neither the Instructor nor Sequoia International shall receive any payments, fees or commissions for any transactions for which a refund has been granted by Sequoia International. 

Taxes: Sequoia International shall be responsible for all applicable sales, VAT and other taxes levied or based on the services, courses, and/or sales or delivery of the courses to any party, exclusive of taxes based on the Instructor’s net income.

7. Term and Termination.

(a) Term: This agreement shall commence UPON the effective date and shall continue for one (1) year thereafter (“Initial Term”), and shall thereafter automatically renew for an additional one (1) year period unless either Party notifies the other of its intent to terminate.

(b) Nothing in this Agreement shall obligate Sequoia International Ltd to distribute, display or otherwise use the Instructor Created Material and/or the Video Recording.

(c) The Instructor will not post or provide any illegal, inappropriate, offensive, racist, hateful, sexist, pornographic, infringing, defamatory or libellous content, including course information.

(d) The Instructor will not upload, post or otherwise transmit any unsolicited or unauthorised advertising, promotional material, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through our platform or to any Student.

(e) The Instructor will not use Sequoia International Ltd’s services for any business other than for providing tutoring, teaching and instructional services.

(f) The Instructor will not copy, modify, distribute, reverse, hack, interfere with Sequoia International’s website (including non-Instructor content) and/or the services or operations thereof, except as permitted by the terms and conditions of this agreement.

(g) The Instructor will not engage in any activity that will require Sequoia International to obtain any licenses from, or pay any royalties to, any Third Party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings.

(h) The Instructor will not frame the services in a manner to embed a free coupon version of the course or other similar functionality intended to circumvent the services. 

(i) The Instructor will not interfere with or prevent other Instructors from providing their services for Sequoia International.

(j) The Instructor or company will use commercially viable efforts not to introduce any virus/worm/spyware or any other computer code, file or program that may be, or is intended to

 damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the services or operation.

(k) Termination: This agreement may be terminated by either Party, at any time, with or without cause, upon thirty (30) days prior to a written email notice to the other Party after the initial period is over.

(l) Effect of Termination: Upon the effective date of termination or expiration of this agreement for any reason, each Party shall promptly return to the other any confidential information regarding the other Party, and Sequoia International shall cease marketing and remove its services from the internet, except as otherwise provided in the last sentence of this section. Sequoia International will stop all sales of a course upon receiving a contract termination notice from Instructor. Either party are not allowed to remove the course until the last student has completed the course and is certified and/or until the students license period expires.

8. Instructor Trademarks.

Nothing in this Agreement is intended to convey ownership or otherwise grant license rights to Sequoia International Ltd of any Instructor’s logos, service marks or trademarks.

Terms of this Agreement and the Instructor’s Copyright Policy, as amended from time to time, the terms of this Agreement shall take precedence.

10. Compliance with Laws; Compliance with Instructor Policies.

The Instructor shall comply with all applicable laws, regulations, and licensing requirements that are applicable to its activities related to this Agreement, including those of federal, state, and local agencies having jurisdiction and/or authority. The Instructor shall comply with all Instructor policies applicable to the Instructor’s performance of services contemplated by this Agreement.

11. Governing Laws; Venue.

This Agreement is made under and shall be governed and construed in accordance with the laws of the United Kingdom. In the event the parties are

unable to resolve any dispute relating to this Agreement, the exclusive venue for any judicial action or proceeding arising out of or relating to this Agreement shall be the state or federal courts located in the United Kingdom.

12. Entirety; Severability; No Waiver; Survival.

This Agreement and any documents incorporated specifically by reference constitute the entire agreement of the parties on the specific subject matter hereof and supersedes all prior representations, understandings and agreements between the parties with respect to such subject matter. Any invalidity, in whole or in part, of any provision of this Agreement, shall not affect the validity of any other of its provisions. No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. The provisions in this Agreement that by their sense and context are intended to survive the completion of performance and termination of this Agreement shall so survive the completion of performance and termination of this Agreement.

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