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INSTRUCTOR AGREEMENT

The Instructor Agreement was last updated April 6, 2019.

This ONLINE COURSE HOSTING AND SERVICES AGREEMENT (this ‘Agreement’), made effective as of _________________(the “Effective Date”), is between Lerna, LLC, a New York limited liability company, with a principal place of business at 400 5th Ave. New York, NY 10018 and the instructor (“Partner”). Each of Lerna and Partner may hereinafter be referred to as a “Party,” and collectively, the “Parties”.

BACKGROUND

WHEREAS, Lerna has developed a proprietary platform (“Platform”) to host multimedia courses (“Courses”) for consumption by end users (“Learners”) via Lerna’s property.

WHEREAS, Partner desires to use the Platform to support online Course content (“Course Content’) development by its instructors and license to Lerna certain rights in such Course Content; and

WHEREAS, Lerna makes available various forms of services through or in connection with its Platform (“Services”), and Partner desires to obtain such Services, subject to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

COURSE CONTENT

1.1. Course Approval Process. Before launching any Course on the Platform, the Parties must complete a mutually-agreed-upon Course Approval Process, specifying Course details, duration and related matters. The Course Approval Process is available at https://app.golerna.com on the instructor dashboard screen. Create the course submission for approval by creating a new course.

1.2. Course Required Criteria. Courses available on the Platform must meet certain minimum standards (“Course Criteria”): a. Courses must meet high academic standards; b. Courses must use multi-media content in a coherent, high production-value presentation; c. Courses must include homework; d. Courses must be taught by a qualified individual chosen by the Partner (“Instructor”).

1.3. Instructor Consent and Required Releases. Before uploading Course Content to the Platform, or allowing its Instructors to do so, Partner will ensure that it has obtained the required licenses and rights to the Course Content as well as a release of liability from the Instructor(s), any guest presenters, and any participants in a course video, such as individuals in a classroom or individuals being interviewed (“Participant”) by having each Instructor, guest presenter, or Participant, as applicable, sign the relevant Instructor Release, Guest Presenter Release, or Participant Release, and providing a copy of same to Lerna. The releases can be made available electronically upon request. As between Partner and Lerna, Partner will be responsible for reviewing and obtaining any necessary licenses, waivers, or permissions with respect to any third-party rights to Course Content provided by Partner.

1.4. Course Development Timeline. Partner will use reasonable efforts to provide Course Content to Lerna for review sufficiently in advance of launch of the Course on the Lerna Platform, and further in accordance with the timelines and related guidelines mutually agreedupon.

1.5. Course Content Errors. Partner agrees that it will correct, in a timely fashion, any errors in Course Content prior to launch on the Platform.

1.6. Content Appropriateness.

a. Lerna reserves the right to remove Course Content from its Platform that:

i. is of low technical quality or otherwise fails to meet Course Criteria;

ii. constitutes inappropriate advertising content (as opposed to content with a direct pedagogical purpose), as determined solely by Lerna;

iii. Lerna reasonably determines may violate applicable law; or

iv. is in violation of any of Partner’s policies governing Instructor, presenter, or student behavior. Partner will make a copy of such policies available to Lerna upon request.

b. Lerna will endeavor to work collaboratively with Partner on Course Content takedown decisions, but reserves the right to temporarily suspend reasonably objectionable Course Content, pending discussions with the appropriate Partner representative regarding the content.

1.7. Course Availability.

a. On-Demand Courses. Once Course Content for an on-demand Course has been made available, Partner may not unilaterally remove, block, or suspend access, or authorize an Instructor to remove, block, or suspend access to the Course Content until:

(i) for the removal of a single on-demand Course, one (1) month after Lerna’s receipt of a written removal notice from Partner in order to give Lerna adequate time to readjust marketing efforts;

(ii) Notwithstanding the foregoing, Partner may remove Course Content prior to the end of such time period if Partner reasonably determines that (i) the Course Content may violate applicable law, or (ii) is in violation of any of Partner’s policies governing Instructor, presenter, or student behavior.

b. Course Removal. After Lerna’s receipt of a written removal notice from Partner and after the elapsing of the number of months required under Section 1.8(a) above, Partner may promptly inactivate on the Platform (i) all Content associated with the Course, (ii) all Content Enhancements associated with the Course, and (iii) all other Derivative Works associated of the Course.

1.8. Third Party Claims. Should either Party receive a written notice from a third party alleging infringement of its intellectual property rights arising from the Course Content uploaded to the Platform, or receive notice of a governmental inquiry relating to the Course Content, that Party will promptly notify the other Party and the Course Content subject to the claim or inquiry may be removed from the Platform. 

CONTENT RIGHTS

2.1. Course Content. As between the Parties, Partner (and/or the Instructor, in accordance with Partner’s copyright policy) retains all rights in the Course Content (except for the license rights granted in this Agreement).

2.2. Learner Content. The Parties acknowledge that each Learner retains all rights in content created by the Learner as part of a Course, such as submitted homework, forum posts, and the like (“Learner Content’). Accordingly, Learner Content may only be used with the appropriate Learner consent, which may be stipulated in advance by the Instructor at the time the Learner begins a Course. Lerna will proactively obtain Learner Consent for Partner to use Learner Content for and with its Registered Students.

2.3. Course Enhancements. Prior to Lerna making any enhancements to the Course Content, including but not limited to translations, adaptations, captioning, encoding, or transcripts, or other similar enhancements (“Course Enhancements”), Lerna must obtain Partner’s and/or Instructor’s prior written consent, which consent shall be obtained on a case-by-case basis; provided, however, that no such advance consent from the Partner or Instructor shall be required for Lerna (1) to make Course Enhancements produced solely in response to accessibility requests, or (2) to make video annotations, or (3) to make Course Enhancements for purposes of indexing, tagging, making the Course Content searchable, or other technical enhancements necessary or desirable to provide Content on the Platform. Such Course Enhancements will be Derivative Works of the Instructors or Partner, as applicable. “Derivative Works” means any works, improvements, derivations or modifications based on, incorporating, or made to all or any portion of a Course or Course Content, including any reproduction, translation, adaptation, or change of media or format thereof. Until the end of the Course’s duration, Lerna shall have the right to freely use the Course Enhancements created under the terms of this section. Partner shall not use Course Enhancements for non-educational or commercial purposes and shall not place Course Enhancements on platforms of third parties competing with Lerna. For purposes of clarification, nothing in this Agreement shall prevent the Instructor, Partner or any third party authorized by the Instructor and Partner from independently developing and offering any translations, adaptations, captioning, encoding, transcripts or video annotations of the Courses provided hereunder.

2.4. Lerna Intellectual Property. As between the Parties, Lerna and its licensors retain all rights in the Platform, Lerna Properties, Services, and other Lerna products.

2.5. No Other Restrictions. This Agreement does not limit the rights and permissible uses that either party would have independent of this Agreement, including rights under the U.S. Copyright Act or other applicable intellectual property laws.

PAYMENTS

3.1. Monetization Models.

a. As an Instructor, Partner will be responsible for determining the “Base Price” Partner charges Learners for Course(s). Lerna will handle billing and other fee interaction with Learners.

b. Lerna may provide marketing and promotional help to all Partners. Partner may be able to increase sales by promoting Partner’s Courses individually.

c. Partner will receive a percentage of Net Sales Revenue received for each Learner that opts into and pays for a Course. “Net Sales Revenue” means sales receipts for Courses that are past the refund period, less any distribution costs or taxes paid to third parties.

d. To the extent Partner generates revenue directly from Learners through the offering of Courses on the Platform, Partner agrees to provide Lerna with a percentage of revenue received, as mutually agreed to by the Parties in Payment Terms, unless otherwise agreed.

3.2. Payment Terms.

a. Lerna will pay Partner sixty-five percent (65%) of the Net Amount received for Partner’s Course less any applicable deductions such as Learner refunds (“Revenue Share”). If Lerna changes the Standard Revenue Share, Lerna will provide Partner thirty (30) days notice via email or prominent notice on the Services.

b. So that Lerna can pay Partner in a timely manner, Partner must have a Stripe account in good standing and keep Lerna apprised as to the correct email address associated the Stripe account. Payment will be made within thirty (30) days of the end of the month in which the payment is requested by Partner via the Instructor Dashboard. Partner is responsible for providing Lerna with all identifying and tax information necessary for the payment of amounts due. As an Instructor, Partner is responsible for determining whether Partner is eligible to be paid by a US company.

c. Taxes: Each Party will be responsible for the payment of all federal, state”, and local sales, use, value added, or other taxes that are levied or imposed on it by reason of the transactions under this Agreement (other than for taxes based on the other Party’s income). If a Party is required to pay any such taxes for which the other Party is responsible, then the taxes will be billed to and paid by such other Party. Partner understands and agrees that Partner is responsible for any taxes on Partner’s income. Lerna reserves the right to withhold payment if Lerna does not receive proper tax documentation.

LEARNER DATA

4.1. Compliance with Law. Each Party’s use of Learner data and other information, including emails, will be subject to the Lerna Privacy Policy and all applicable laws, including antispam legislation in any jurisdiction the Course Content is available to Learners (e.g., Canada’s AntiSpam Law). For the avoidance of doubt, where applicable law mandates express consent from the Learner prior to sending marketing communications to the Learner, and the disclosure of such use in Lerna’s Privacy Policy or otherwise by Lerna does not by itself satisfy the requirements such law, Partner must obtain the appropriate consent directly from Learners.

4.2. Allowable Marketing. Partners may only send emails to Learners regarding Partner sponsored activities and such emails must be consistent with Partner’s high standards and not impose an unreasonable intrusion on a Learner’s time or resources.

4.3. Targeted Marketing. Partner agrees it will only send emails to Activated Learners. “Activated Learners” means Lerna Learners who have enrolled in and meaningfully engaged in Partner’s Course within the last year (e.g., have watched at least 30 minutes of video lectures).

4.4. Confidentiality.

a. Partner Responsibilities. Subject to applicable law, Partner will treat as Confidential Information any and all Learner data or information received from Lerna. In connection therewith, Partner agrees that it shall not use Learner emails or other information received hereunder to directly promote any online course on a platform that is competitive to Lerna.

b. Lerna Responsibilities. Lerna will treat as Confidential Information any and all Learner data or information received from Partner or Learners who can be identified at the account level as Registered Students, and will not disclose this information to any third party.