Sirius Future Instructor Terms

When you sign up to become an instructor on the Sirius Future platform or execute the agreement with Sirius Future platform, you agree to abide by these Instructor Terms ("Terms"). These Terms cover details about the aspects of the Sirius Future platform relevant to instructors and are incorporated by reference into our Terms of Use, the general terms that govern your use of our Services. Any capitalized terms that aren't defined in these Terms are defined as specified in the Terms of Use.

As an instructor, you are contracting directly with Sirius Future LLC-FZ (a Dubai corporation in the United Arab Emirates) (“We”, “Sirius Future”), regardless of whether another Sirius Future affiliate facilitates payments to you.

1. Instructor Obligations
As an instructor, you are responsible for all content that you post, including lectures, quizzes, coding exercises, practice tests, assignments, resources, answers, course landing page content, labs, assessments, and announcements ("Submitted Content").

You represent and warrant that:

• you will provide and maintain accurate account information;
• you own or have the necessary licenses, rights, consents, permissions, and authority to authorize Sirius Future to use your Submitted Content as specified in these Terms and the Terms of Use;
• your Submitted Content will not infringe or misappropriate any third party's intellectual property rights;
• you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to teach and offer the services that you offer through your Submitted Content and use of the Services; and
• you will ensure a quality of service that corresponds with the standards of your industry and instruction services in general.

You warrant that you will not:

• post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
• post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Services or to any user;
• use the Services for business other than providing tutoring, teaching, and instructional services to students;
• engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording;
• frame or embed the Services (such as to embed a free version of a course) or otherwise circumvent the Services;
• impersonate another person or gain unauthorized access to another person's account;
• transfer your credentials for Platform access to another person;
• interfere with or otherwise prevent other instructors from providing their services or content; or
• abuse Sirius Future resources, including support services.

You acknowledge that:

• You are the only person who is responsible for the Submitted Content and activity during tutoring, teaching, and instructional services to students. Sirius Future is not responsible for the Submitted Content.
• If You provide the service through Platform, You are the only person responsible for this service and quality of this service.
• Sirius Future is an IT platform that only provides telecommunications and IT services for You and students, providing links to audio, video, files, clearing payments and adding the distance interaction between You and student. Sirius Future is not providing any educational services nor organizing any education by its initiative.

2. License to Sirius Future
You grant Sirius Future the rights detailed in the Terms of Use to offer, market, and otherwise exploit your Submitted Content, including video, audio and any text and pictures materials. This includes the right to add captions or otherwise modify Submitted Content to ensure accessibility. You also authorize Sirius Future to sublicense these rights to your Submitted Content to third parties, including to students directly and through third parties such as resellers, distributors, affiliate sites, deal sites, and paid advertising on third-party platforms.
Unless otherwise agreed, you have the right to remove all or any portion of your Submitted Content from the Services at any time. Except as otherwise agreed, Sirius Future's right to sublicense the rights in this section will terminate with respect to new users 60 days after the Submitted Content's removal. However, (1) rights given to students before the Submitted Content's removal will continue in accordance with the terms of those licenses (including any grants of lifetime access) and (2) Sirius Future's right to use such Submitted Content for marketing purposes shall survive termination.
We may record and use all or any part of your Submitted Content for quality control and for delivering, marketing, promoting, advertising in social networks, demonstrating, or operating the Services. You grant Sirius Future permission to use your name, likeness, voice, video and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, your Submitted Content, or Sirius Future's content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.

3. Trust & Safety
3.1 Trust & Safety Policies
You agree to abide by Sirius Future's Trust & Safety policies, Restricted Topics policy, and other content quality standards or policies prescribed by Sirius Future from time to time. You should check these policies periodically to ensure that you comply with any updates to them. You understand that your use of the Services is subject to Sirius Future's approval, which we may grant or deny at our sole discretion.
We reserve the right to remove content, suspend payouts, and/or ban (terminate agreement of) instructors for any reason at any time, without prior notice, including in cases where:

• an instructor or content does not comply with our policies or legal terms (including the Terms of Use);
• content falls below our quality standards or has a negative impact on the student experience;
• an instructor engages in behavior that might reflect unfavorably on Sirius Future or bring Sirius Future into public disrepute, contempt, scandal, or ridicule;
• an instructor engages the services of a marketer or other business partner who violates Sirius Future's policies;
• an instructor uses the Services in a way that constitutes unfair competition, such as promotion of their off-site business in a way that violates Sirius Future's policies; or
• as determined by Sirius Future in its sole discretion.

3.2 Relationship to Other Users
Instructors don't have a direct contractual relationship with students, so the only information you'll receive about students is what is provided to you through the Services. You agree that you will not use the data you receive for any purpose other than providing your services to those students on the Sirius Future platform, and that you won't solicit additional personal data or store students' personal data outside the Sirius Future platform. You agree to indemnify Sirius Future against any claims arising from your use of students' personal data.

4. Pricing
4.1 Price Setting
When creating Submitted Content available for purchase on Sirius Future, you will be prompted to select a base price ("Base Price") for your Submitted Content. You also may choose to offer your Submitted Content for free.

When a student purchases using a foreign currency, we will convert the relevant Base Price into the student's applicable currency using a system-wide foreign currency conversion rate set by Sirius Future payments provider. Since this is third-party rates, those conversion rates may not be identical to the applicable market rate in effect when a transaction is processed. You agree to accept these rates.

When a student purchases through a mobile application, the mobile platform provider's withholding rate will apply. You will accept it. Because mobile platforms impose their own currency conversion rates, conversions for mobile app prices may not match the market rates.

You give us permission to share your Submitted Content for free with our employees, with selected partners, and in cases where we need to restore access to accounts who have previously purchased your Submitted Content. You understand that you will not receive compensation in these cases.

4.2 Transaction Taxes
If a student purchases a product or service in a country that requires Sirius Future to remit national, state, or local sales or use taxes, value added taxes (VAT), or other similar transaction taxes ("Transaction Taxes"), under applicable law, we will collect and remit those Transaction Taxes to the competent tax authorities for those sales. We may increase the sale price at our discretion where we determine that such taxes may be due. For purchases through mobile applications, applicable Transaction Taxes are collected by the mobile platform (such as Apple's App Store or Google Play).

5. Payments
5.1 Revenue Share
When a student purchases your Submitted Content, we calculate the gross amount of the sale as the amount actually received by Sirius Future from the student ("Gross Amount") which includes the sum of payout to Instructor plus the fees of Platform including any payment and payout processing fees. From this, we subtract any Transaction Taxes, any mobile platform fees applied to mobile provider checkout sales, a service and processing fee for any non-mobile provider checkout sales to calculate the net amount of the sale ("Net Amount").

If we change this payment rate, we will provide you 30 days notice using prominent means, such as via email or by posting a notice through our Services.
Sirius Future makes all Instructor payments in U.S. dollars (USD) regardless of the currency with which the sale was made. Sirius Future is not responsible for your foreign currency conversion fees, wiring fees, or any other processing fees that you may incur. Your revenue report will show the sales price (in local currency) and your converted revenue amount (in USD).

5.2 Receiving Payments
For us to pay you in a timely manner, you must own a PayPal account in good standing and must keep us informed of the correct email associated with your account. You must also provide any identifying information necessary for payment of amounts due, and you agree that we have the right to withhold appropriate taxes from your payments. We reserve the right to withhold payments or impose other penalties if we do not receive proper identifying information or tax documentation from you. You understand and agree that you are ultimately responsible for any taxes, social contributions of applicable Instructor laws and Paypal fees on your income.

Depending on the applicable revenue share model, payment will be made according to schedule defined in separate agreement or delivered by notice through Platform.
We reserve the right not to pay out funds in the event of identified fraud, violations of intellectual property rights, or other violations of the law.

If we cannot settle funds into your payment account after the period of time set forth by your state, country, or other government authority in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting those funds to the appropriate government authority as required by law.

5.4 Refunds
You acknowledge and agree that students have the right to receive a refund, as detailed in the Terms of Use. Instructors will not receive any revenue from transactions for which a refund has been granted under the Terms of Use.
If a student asks for a refund after we have paid the relevant instructor payment, we reserve the right to either (1) deduct the amount of the refund from the next payment sent to the instructor or (2) where no further payments are due to the instructor or the payments are insufficient to cover the refunded amounts, require the instructor to refund any amounts refunded to students for the instructor's Submitted Content.

6. Trademarks
While you are a published instructor and subject to the requirements below, you may use our trademarks where we authorize you to do so.

You must:

• only use the images of our trademarks that we make available to you, as detailed in any guidelines we may publish;
• only use our trademarks in connection with the promotion and sale of your Submitted Content available on Sirius Future or your participation on Sirius Future; and
• immediately comply if we request that you discontinue use.

You must not:

• use our trademarks in a misleading or disparaging way;
• use our trademarks in a way that implies that we endorse, sponsor, or approve of your Submitted Content or services; or
• use our trademarks in a way that violates applicable law or in connection with an obscene, indecent, or unlawful topic or material.

7. Confidentiality
“Confidential Information” shall include any information that the Platform receives from third parties subject to confidentiality obligations. Confidential Information does not include information, technical data or know-how which: (a) is in the possession of the Instructor at the time of disclosure, as shown by the Instructor’s files and records immediately prior to the time of disclosure; or (b) becomes part of the public knowledge or literature, not as a direct or indirect result of any improper inaction or action of the Instructor. Notwithstanding the above, the Instructor shall not have liability to the Platform or any of its subsidiaries with regard to any Confidential Information of the Platform which the Instructor can prove: (i) is disclosed with the prior written approval of the Platform; or (ii) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the Instructor shall provide prompt notice of such court order or requirement to the
Platform to enable the Platform or its appropriate subsidiary to seek a protective order
or otherwise prevent or restrict such disclosure.

The Instructor further agrees not to make copies of such Confidential Information except as authorized by the Platform. As used in this Agreement, “Confidential Information” means any information pertaining to any aspects of the Platform’s business, products or services that Instructor obtains or creates that is either information not generally known by actual or potential competitors of the Platform or other third parties not under confidentiality obligations to the Platform, or is otherwise proprietary information, trade secrets or know-how of the Platform or its customers, suppliers or partners, whether of a technical nature or otherwise

All written and oral information and material disclosed or provided by the Platform to the Instructor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Instructor.

The Instructor must keep the Confidential Information confidential. The Instructor will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Platform or any associated affiliates or subsidiaries.
The Instructor agrees not to disclose any data concerning users, employees or the Platform he has gained access to, including without limitation the following information: team forums or team chats, internal administration and any other tools, platforms or Support systems, Personal information (e.g. names) about users, Instructors and employees, IP addresses, password hashes or e-Mail addresses, general user information obtained by the Instructor during the course of this Agreement.
If the Instructor loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Instructor will immediately notify the Platform and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

8. Miscellaneous Legal Terms
8.1 Updating These Terms
From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Sirius Future reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If we make any material change, we will notify you using prominent means such as by email notice sent to the email address specified in your account or by posting a notice through our Services. Modifications will become effective on the day they are posted unless stated otherwise.

Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.

8.2 Translations
Any version of these Terms in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict.

8.3 Relationship Between Us
You and we agree that no joint venture, partnership, employment, Instructor, or agency relationship exists between us.

8.4 Survival
The following sections shall survive the expiration or termination of these Terms: Sections 2 (License to Sirius Future), 3.3 (Relationship to Other Users), 5.3 (Receiving Payments), 5.4 (Refunds), 7 (Deleting Your Account), and 8 (Miscellaneous Legal Terms).

8.5 Indemnification
Except to the extent permitted by applicable law, Instructor agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement

8.6 Sanctions
The Instructor represents and warrants that the Instructor and/or its representatives, is not an individual or entity currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Instructor located, organized or resident in a country or territory that is the subject of Sanctions; and that the Instructor is not nor will be at any time in the future during the Term of the Agreement directly or indirectly fund any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions and the Instructor won’t take any other action that may lead to a violation of the Sanctions