TeachX Terms of Service for Organizations

LAST UPDATED: 6/12/2024

Introduction

TeachX provides a virtual marketplace for live online and in-person classes and events. By registering as an organization-level user (“Teaching Group”), you agree to these terms of service. Please read them carefully before agreeing. If you do not agree, do not register or use the TeachX platform.

1. Incorporation of General Terms of Service

These terms of service incorporate by reference the Company’s standard terms of service (the “ToS”), and set forth additional terms with regards to your use of the Platform as a Teaching Group. In the event of any conflict between these terms and the ToS, the terms herein shall control. By registering as an organization on TeachX, you accept and agree to abide by the terms of the ToS in its entirety, except as specifically modified by these terms. Capitalized terms not defined herein shall have the meaning as set forth in the ToS.

2. Use of the Platform

2.1 Relationship

You will perform under these terms as an independent contractor of the Company, and these terms will not be construed to create a partnership, joint venture, agency, employment, or any other relationship between you and the Company. You will not represent yourself to be an employee, representative, or agent of the Company and will have no authority to bind the Company to any agreement or obligation.

2.2 Personnel

You will retain exclusive control and responsibility for your Personnel, including labor and employee relations, policies relating to wages, hours, working conditions, and other employment conditions. You are solely responsible for all salaries and other compensation, deductions, withholdings, contributions, taxes, and assessments related to your Personnel. Your Personnel are not entitled to any benefits provided to employees of the Company.

All Personnel who use the Platform as Teachers must comply with these terms and the ToS, have the necessary qualifications, and register on the Platform using a dedicated email address associated with your organization.

2.3 User Complaints

You must provide the Company with necessary assistance and support in the event of an issue with your Classes, Personnel, or use of the Platform. You must address any complaints received from users or third parties and provide the Company with a copy of any written complaint or a report of any verbal complaint within ten business days of receipt.

2.4 Background Checks and Identity Verification

All Teachers must undergo criminal background checks and identity verification according to the Company’s procedures. Teachers who fail or refuse to submit to a background check and identity verification will not be permitted to teach on the Platform. You must inform the Company if any Teacher becomes ineligible to teach pursuant to applicable laws, rules, or regulations.

3. Additional Services by Company

3.1 Promotion

Within 30 days of registration, subject to completing the onboarding process, the Company will provide you with access to a dedicated page on its Site to promote your Classes and Teachers.

3.2 Searchability

The Company will make your Classes searchable by your desired business or brand name, subject to the limitations of the ToS.

3.3 Support

The Company will provide you with a designated Success team to facilitate implementation actions and offer ongoing support.

4. Payment Terms and Enrollment Fees

4.1 Organization Services Price

You may set the base price for your offerings (the "Organization Services Price"), including lessons, courses, packages, classes, workshops, events, memberships, or programs. Students pay the Organization Services Price (subject to any Discount per Section 4.3) plus applicable taxes.

4.2 Payment Processing

The Company acts as your limited payment collection agent for accepting payments from Students. Payment processing fees ("Payment Processing Fees") are charged by the payment processor (e.g., Stripe) on the total amount paid by the Student at checkout. For internal settlement, the Company allocates Payment Processing Fees against the Organization Services Price before commissions and payout calculations.

4.3 Discounts and Affiliate Partner Network (Combined Pool)

(a) Discount Cap. The Company may, at its discretion, apply promotional or marketing discounts to the Organization Services Price. For Organization transactions, Discounts, if any, will not exceed two and one-half percent (2.5%) of the pre-discount Organization Services Price.

(b) Affiliate Partner Network; Combined Pool. Where a transaction is attributed to the Company’s Affiliate Partner Network, a partner commission ("Partner Commission") may be applied. The combined effect of (i) any Discount(s) applied to the Organization Services Price and (ii) any Partner Commission will not exceed seven and one-half percent (7.5%) of the pre-discount Organization Services Price for any Organization-based transaction. The Company may proportionally reduce the Discount and/or Partner Commission so the combined amount does not exceed this 7.5% pool.

4.4 Order of Calculation and Split (85% / 15%)

Unless otherwise specified, the Company applies the following order to determine amounts payable and retained for a completed Organization transaction:

(i) apply any Discount to the Organization Services Price; (ii) allocate and deduct Payment Processing Fees from the discounted Organization Services Price; (iii) deduct any applicable Partner Commission (subject to Section 4.3); (iv) split the remainder as follows: eighty-five percent (85%) to the Organization (the "Organization Payout") and fifteen percent (15%) to the Company (the "Platform Share").

4.5 Hold Period and Payout Timing

Following delivery of any Organization offering (including, without limitation, lessons, trials, packages, courses, classes, workshops, events, milestones, memberships, or programs), the portion of the Organization Payout attributable to that delivered item is subject to a minimum five (5) day hold period before eligibility for release. This hold allows time for Students to report non-delivery or material issues. During the hold, funds remain pending and are not disbursed. Subject to the hold and absence of disputes, the Company will endeavor to process eligible Organization Payouts as soon as reasonably possible and within a maximum of thirty (30) calendar days.

4.6 Chargebacks, Set-Off, and Recovery

If a chargeback, reversal, or similar adjustment occurs related to an Organization transaction, the Organization is liable for the portion attributable to its transaction together with any associated payment-processor fees, chargeback fees, or bank fees allocable to that portion. The Company may set off such amounts against current or future Organization Payouts, create a negative balance and recover it from subsequent payouts, and/or debit any payout method on file where permitted by law. Any unpaid amounts remain due and payable and may be collected by the Company.

4.7 Non-Completion; Hold, Freeze, and Refund Recovery (Packages, Courses, Programs)

(a) Freeze on Undelivered Portion. If the Organization ceases, fails, or refuses to complete an accepted package, course, program, or similar multi-session offering (in whole or in part), all amounts attributable to any undelivered sessions or milestones (including amounts currently pending within the hold period) are immediately ineligible for release and will be frozen for the purpose of refunds, credits, or other remedies for the Student(s).

(b) Clawback of Amounts Already Paid. To the extent any amounts attributable to undelivered sessions or milestones have already been paid out to the Organization, the Organization must return such amounts within seven (7) days of written demand so that the Company can process refunds, credits, or other remedies for the Student(s). The Organization authorizes the Company to (i) set off any such amounts (including related payment-processor or chargeback fees) against current or future Organization Payouts, (ii) create a negative balance and recover it from subsequent payouts, and/or (iii) debit any payout method on file, where permitted by law. Any unpaid amounts remain due and payable and may be collected by the Company.

(c) Recovery Costs. The Organization is responsible for all reasonable costs incurred by the Company to administer refunds, credits, chargebacks, reversals, and recovery of amounts described in this Section, including payment-processor fees, bank fees, collection costs, and reasonable legal fees.

(d) No Limitation. The remedies in this Section are in addition to any other rights or remedies available to the Company or the Student(s) under these terms or applicable law.

5. Termination and Suspension

5.1 Termination by Organization

You may terminate your use of the Platform at any time by providing written notice to the Company. However, you must honor any outstanding commitments to users.

5.2 Termination by Company

The Company reserves the right to terminate or suspend your access to the Platform at its sole discretion, including for any breach of these terms or the ToS, or if you engage in conduct that the Company deems harmful to its interests or the interests of other users.

5.3 Effects of Termination

Upon termination, all licenses and rights granted to you in connection with your use of the Platform will immediately cease. You will remain liable for all amounts due up to and including the date of termination.

6. Limited Exclusivity

6.1 Exclusivity

During your use of the Platform, you must ensure that all Classes offered are taught by your Teachers, made available exclusively to Platform users, and not offered for a lower price outside the Platform.

6.2 No Off-Platform Solicitation

You must not solicit Platform users for off-Platform services or communicate with users outside approved channels. Violations may result in fines or termination of your account.

6.3 Zero-Tolerance Price Parity; Promotions; Enforcement

(a) Price Parity. For any Comparable Offering, the price listed on the Platform must never exceed the lowest price offered by you for the same or substantially similar offering through any other channel at the same time. Under no circumstances may you sell or advertise a Comparable Offering off-Platform at a lower effective price than on the Platform.

(b) Comparable Offering. "Comparable Offering" means any class, course, package, workshop, event, membership, program, or substantially similar service with materially similar content, duration, scope, timing, instructor(s), and inclusions.

(c) Promotions and Offers. If you run any promotion, discount, coupon, or incentive for a Comparable Offering off-Platform, you must apply the same or better effective price and terms on the Platform contemporaneously for the same period.

(d) Remedies (Zero-Tolerance). A breach of this Section 6.3 is a material, non-curable default. Without limiting other rights, the Company may, to the maximum extent permitted by law, immediately (i) suspend or terminate your account, (ii) delist or hide your offerings, (iii) cancel or refund affected enrollments, and (iv) withhold any amounts otherwise payable to you and apply them toward refunds, credits, chargebacks, Payment Processing Fees, administrative costs, and damages arising from or related to the breach.

(e) Set-Off; Forfeiture; Recovery. To the maximum extent permitted by law, the Company may set off against any amounts otherwise payable to you any amounts you owe arising from or related to the breach, including the difference between Platform prices and lower off-Platform prices during the period of breach, payment-processor and bank fees, refunds, credits, reasonable administrative and legal fees. Amounts attributable to transactions procured or conducted in breach may be forfeited. Any remaining unpaid amounts remain due and payable and may be collected by the Company.

(f) Verification. Upon request, you must provide documentation reasonably sufficient to verify compliance with this Section 6.3 (including off-Platform pricing and promotions for Comparable Offerings) for the prior one hundred eighty (180) days. Failure to provide within seven (7) days of request constitutes a breach and permits the Company to invoke the remedies above.

(g) Injunctive Relief. You agree that the Company may seek injunctive or equitable relief to prevent or stop violations of this Section 6.3 without posting a bond.

7. Defense and Indemnification

7.1 Defense Against Third-Party Claims

You will indemnify and defend the Company against any third-party claim arising from your material breach, negligence, willful misconduct, infringement, or personal injury caused by your use of the Platform.

7.2 Defense Against Claims Relating to Personnel

You will indemnify and defend the Company against any claims made by or on behalf of your Personnel, including those related to wages and employment law violations.

7.3 Indemnification

You agree to release, indemnify, and hold the Company harmless from any losses, damages, expenses, or claims arising from your or your Personnel’s use of the Platform or violation of these terms.

7.4 Process

The Company will provide you with reasonable notice and cooperation in the defense of any claim. You will use counsel satisfactory to the Company and may not settle any claim without the Company’s prior written consent.

8. Promotion

8.1 Promotion of Platform

You agree to cooperate with the Company to promote the Platform in compliance with all applicable laws. Any promotional material must be approved by the Company.

8.2 Use of Organization’s Name and Logo

You permit the Company to identify you as a customer and use your name and logo in marketing materials.

9. Confidentiality

You agree to protect the Company’s Confidential Information and not disclose it to any third party, except as required by law. Confidential Information includes non-public business, technical, or financial information related to the Platform.

10. Miscellaneous

10.1 Relationship of the Parties

Except as expressly set forth herein, these terms do not create any partnership, joint venture, employee, or agency relationship between you and the Company.

10.2 Entire Agreement

These terms, together with the ToS, constitute the entire agreement between you and the Company regarding the subject matter herein, superseding any prior agreements or understandings.

10.3 Severability

If any provision of these terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

10.4 Governing Law and Jurisdiction

These terms are governed by the laws of Singapore. Any legal proceedings will be conducted in the courts of Singapore.

By using the TeachX platform as an organization, you agree to these terms of service.