Teacher Terms for Outschool Learning Pass Subscription

By using the Outschool Services, you agree to these Teacher Terms for Outschool Learning Pass Subscription (“Teacher Subscription Terms”). These Teacher Subscription Terms will apply to those classes and/or individual lesson post you select to be included as part of the Outschool Learning Pass Subscription (collectively classes and/or lessons, “Subscription Classes” and the service is the “Subscription Service”) and will be subject to the terms as set forth herein.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TEACHER SUBSCRIPTION TERMS, YOU MAY NOT USE OR ACCESS THE SUBSCRIPTION CLASSES AND/OR SUBSCRIPTION SERVICE. IF YOU USE OR ACCESS THE SUBSCRIPTION CLASSES AND/OR SUBSCRIPTION SERVICE AND LATER DO NOT AGREE TO BE BOUND BY THESE TEACHER SUBSCRIPTION TERMS, THEN YOU MAY OPT-OUT AT ANY TIME BY UNLISTING AND/OR SPECIFYING THROUGH THE PRODUCT INTERFACE THAT A SUBSCRIPTION CLASS SHOULD NOT BE INCLUDED IN THE SUBSCRIPTION SERVICE.

These Teacher Subscription Terms are in addition to the Outschool’s Terms of Service and Privacy Policy. To the extent the Outschool Terms of Service are inconsistent with these Teacher Subscription Terms, these Teacher Subscription Terms will control. Any capitalized terms that are not defined in these Teacher Subscription Terms are defined as specified in the Terms of Service. In these Teacher Subscription Terms, the words “including” and ”include” mean “including, but not limited to.” Use of the term “you” or similar words (like “your”) refers in each instance hereunder to a Teacher.

Outschool reserves the right to terminate, cancel, suspend, or modify any service or program, or the Teacher Subscription Terms, at any time, in its sole discretion. If a significant change is made to the Teacher Subscription Terms, we will provide reasonable notice either by email, by posting a notice in the Teacher Dashboard, or otherwise by posting on the Outschool Services. By accessing the Services at any time after such changes, you are agreeing to those changes. You are advised to check the Teacher Subscription Terms from time to time for any updates or changes that may impact you.

I. Teacher Content

As between you and Outschool and to the extent permitted by applicable law, you retain ownership over and are responsible for any and all video, audio, text, photos, pictures, graphics, comments, and all other content, data, or information that you upload, store, transmit, submit, exchange, or make available to or via the Services (“Your Content“) except where the content is created on behalf of Outschool, as a “work-made-for-hire,” at which point the content is owned by Outschool and is not Your Content. You agree that Your Content remains your sole responsibility. Your Content includes any content you have previously uploaded, stored, transmitted, submitted, exchanged, or made available to or via the Outschool platform.

A. Teacher Content Requirements and Representations.  You will not upload, store, distribute, send, transmit, display, perform, make available, or otherwise communicate to the public any content (including any of Your Content) that you do not hold the necessary rights to. In particular, any unauthorized use of copyright protected works within Your Content may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result, among other things, in removal of your Content from the Service, termination of your access to the Service, and coverage by you of any resulting claims or damages.

You represent and warrant to Outschool as follows:

• Your Content is original work to you, or you have obtained all rights, licenses, consents, and permissions necessary in order for Your Content to be used as part of the Service, including the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available (including for watching offline), and otherwise communicate to the public Your Content on the Service.

• Your Content and its availability on the Service does not and will not infringe or violate the rights of any third party, including any intellectual property rights, performers’ rights, rights of privacy or publicity, or any confidentiality-related restrictions.

• You have obtained all necessary consents, permissions, and/or releases from anyone appearing in Your Content in order to include their name, voice, performance, or likeness in Your Content or to otherwise make available Your Content on the Service. You confirm that you will retain all original releases and maintain complete and accurate release records and shall share any such documents with Outschool upon request.

• Your Content does not and will not create any liability on the part of Outschool, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers, and/or shareholders.

• Your content complies with our Community Standards and Class Content Policy.

Notwithstanding the fact that Outschool has no legal obligation to monitor the content on the Service, Outschool reserves the right to block, remove, or delete any content at any time, and to limit or restrict access to any content, for any reason and without liability, including if we have reason to believe that such content does or might infringe the rights of any third party, has been uploaded or posted in violation of these Teacher Subscription Terms, our Terms of Service, our Community Standards, or applicable law, or is otherwise unacceptable to Outschool, in its sole discretion. Outschool reserves the right to remove Your Content, suspend or terminate your access to the Service, and/or pursue all legal remedies if we believe that any of Your Content infringes another person's rights or violates any law, rule, or regulation.

For purposes of these Teacher Subscription Terms, Your Content submitted to the Outschool Services for the Subscription Services will be defined as “Your Subscription Content”.

B. The Rights Teachers Grant to Outschool. By agreeing to these Teacher Subscription Terms, and by submitting Your Subscription Content to Outschool, you grant to Outschool a worldwide, perpetual, fully sublicensable, non-exclusive right and royalty-free license to use, reproduce, distribute, access, view, crop, resize, index, analyze, categorize, archive, copy, license, transmit, broadcast, publicly perform and publicly display, prepare derivative works incorporating, sell, advertise, and market any of Your Subscription Content in any form, medium, or technology, including any and all media now known or hereafter devised, for any lawful purpose, and for the sole purposes of distributing Your Subscription Content to Outschool customers and partners, to optimize the performance and operation of the Subscription Services, and/or to develop new features and products on or for the Subscription Service. You acknowledge and agree that the foregoing license rights are granted pursuant to Section III Teacher Payments.

You also grant Outschool a worldwide, perpetual, fully sublicensable, royalty-free, non-exclusive right to use your name, display name, image, likeness, and performance in connection with Your Subscription Content and other information, any features or functionality related to those materials or other information, as well as in connection with Outschool’s marketing and promotional activities and the sublicensing of Your Subscription Content in any and all media now known or hereafter devised without the payment of any compensation to you other than as described in the Teacher Payment for Outschool Learning Pass Subscription.

You authorize Outschool to sublicense these rights to Your Subscription Content to third parties for purposes of offering the Subscription Service to eligible government funded programs, such as Educational Savings Accounts or other similar programs (“Government Programs”), and to include learners or other users or viewers directly and through the Government Programs, which may include the use of your name, display name, image, likeness, performance, and/or Your Subscription Content for marketing and promotional activities carried out by the Government Programs. You also give permission to Outschool to add, modify, or remove information related to Your Subscription Content in order to manage and license Your Subscription Content. This includes the right to add captions or otherwise modify Your Subscription Content to ensure accessibility.

Outschool, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you. Outschool may advertise and/or market Your Subscription Content in any and all media now known or hereafter devised, including on social media platforms such as Facebook, Instagram, Pinterest, Twitter, LinkedIn, TikTok, YouTube, Giphy, Vimeo, Reddit, and Twitch, as well as similar sites and/or applications now known or hereinafter developed. Unless otherwise agreed, you have the right to opt-out of the inclusion of Your Subscription Content and/or remove all or any portion of Your Content from the Services. To remove all or any portion of Your Subscription Content you can modify your class listing, individual lesson post(s) to opt-out from inclusion in the Subscription Service, and/or click “unlist this class” from your class summary page. Notwithstanding any such request, Outschool’s right to use Your Subscription Content for marketing purposes shall survive termination or such removal, and any rights given to learners before the removal of Your Subscription Content will continue in accordance with the terms of those licenses (including any grants of lifetime access).

II. Additional Self-Paced Class Terms

A. When you publish a Subscription Class and its associated content on the Outschool Services, you agree that:

• Your Subscription Content may be included, in whole or in part and at our sole discretion, in the Subscription Service;

• We set the price of the Subscription Service, and that price is subject to change, including with respect to taxes, all at our sole discretion;

• You will honor any enrollments through the Subscription Service or any related platforms at the price and time listed in the Subscription Service, and will not refuse enrollments or participation by any Student for any discriminatory or other illegal reason;

• You will provide and maintain accurate account information;

• You grant us the right to place advertisements on Your Subscription Content at our sole discretion;

• Your learners may have the ability to post a review about you or any class or other content you publish, we cannot control the contents of any such review, and will not be held responsible for any information or opinions that a user may include in any such review though you may submit a dispute per the review policy; and

• To the extent any content is created on behalf of Outschool as a work-made-for-hire, you grant us full ownership of that content. It is at our sole discretion to remove, add, or edit such content.

B. You also agree that you will not:

• Submit any content to the Service that violates, plagiarizes, misappropriates, or infringes the rights of third parties, including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information, or any other third party material, or material that is subject to other third party rights, unless you have permission from the rightful rights holder in such material;

• Submit any content that is abusive, libelous, defamatory, pornographic, obscene, that promotes or incites violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity, or sexual orientation, or is otherwise objectionable in Outschool’s reasonable determination;

• Submit content to the Service that violates the Outschool Community Standards, which may be occasionally updated;

• Post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation through the Services or to any user;

• Use the Service for business other than providing teaching or related services to learners;

• Use any data or other information you receive about learners for any purpose other than providing your services to those learners on the Service;

• Solicit additional personal data (beyond that described above) from learners or store learners’ personal data outside the Service; or

• Employ any techniques or make use of any services designed to misrepresent the popularity of Your Content on the Service, or to misrepresent your activity on the Service, including by the use of bots, botnets, scripts, apps, plugins, extensions, or other automated means to register accounts, log in, add followers to your account, play content, follow or unfollow other users, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion.

III. Teacher Payments When you publish a Subscription Class on the Outschool Service and we include it in the Subscription Services, you may be eligible to receive royalty payments each month. The amount of payment you receive from royalty payments is based on a total payout amount that will vary, and that Outschool will determine periodically (the “Teacher Subscription Fund” or “Fund”). See this article for more information on how your payments work for Subscription Services.