Instructor Terms and conditions for both Pre recorded and Live class.
In these terms and conditions, the following terms, provided that they start with a capital letter, are defined as:
“Agreement”: the arrangements between Samitya and the Service Provider to which these Terms and Conditions apply.
“Service Provider”: the natural person or legal entity, authorized by the Samitya to use Samitya’s web portal.
“Student”: a natural person using the service offered through the portal.
“IPR” any and all (future) intellectual property rights and trade secrets in any country or jurisdiction including, but not limited to any patents, copyrights and neighbouring rights, trademarks, trade names and domain names, goodwill, design rights, rights related to software, database rights, knowhow, all renewals or extensions of such rights and all similar or equivalent forms of protection which are developed, either registered, deposited, filed or not and including any and all applications for such rights that can in anyway be related to Samitya.
“Personal Data”: any information relating to an identified or an identifiable natural person.
“Parties”: Samitya and the Service Provider.
1. Legal Disclaimer
By using this Site, you are agreeing to be bound by the following terms and conditions. Please read these Terms carefully before using the Site. If you do not accept these Terms (in whole or in part) you may not access or use the Site.
2.1. Every use of and/or access to Samitya Portal is subject to these Terms and Conditions.
2.2. The Service Provider accepts the applicability of these Terms and Conditions.
2.3 Samitya reserves the right to amend these Terms and Conditions at any moment.
The latest version of these Terms and Conditions is accessible through terms and conditions at all times.
This agreement will be effective from the date on which you agree to these terms and conditions by using this platform (“Commencement date”).
WHEREAS, Service Provider has submitted a proposal for the performance of certain professional services; and,
WHEREAS, Samitya desires to enter into an agreement with Service Provider for the performance of these professional services.
NOW, THEREFORE, in exchange of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, samitya and Service Provider (both referred to as “parties”) agree as follows:
3.SCOPE OF SERVICES
The Service provider agrees to provide certain services to the prospective end users / students of the platform (“applicants”) through Samitya . Samitya provides a platform to connect prospective clients/applicants with professional coaching services including fitness/exercise/dance/nutrition/hobby/mentoring services by independent professionals.
The term of the agreement shall commence once you start using the site and shall continue to being in effect unless this agreement is terminated by either party (the “Term”). The clauses on the Term, Indemnification and Limitation of Liability, Governing law, Termination and other such clauses which by their nature shall survive the termination of this agreement.
In consideration of the Services provided by the Service Provider pursuant to this Agreement, samitya shall collect the payment/fees from the applicants/students on behalf of Service Provider for the provision of services. The samitya agrees to pay Service Provider an agreed percentage of fees/payment received from the applicants /students as mutually agreed with the Service Provider. Payment of fees to Service Provider shall be subject the changes/revision by the samitya at any time as mutually agreed. The parties agree that in the event samitya, may choose to terminate this Agreement by giving Service Provider written notice of said termination, and this Agreement shall terminate immediately without any further liability to samitya in accordance with clause 7.
6. REPRESENTATIONS, WARRANTIES & COVENANTS
a. This Agreement is for personal services and Service Providers shall not subcontract, assign, or transfer any interest in this Agreement without prior written approval of samitya. Upon Service Provider’s request and following prior written approval by samitya may:
i. Forward Service Provider’s payment directly to any person or entity designated by Service Provider; or,
ii. Include any person or entity designated by Service Provider as joint payee on Service Provider’s payment.
In no event shall such approval and action obligate samitya to anyone other than Service Provider.
Service Provider shall remain responsible for all obligations under this Agreement.
b. Service Provider shall comply with all national, state, and local and international laws (as applicable), ordinances, codes, rules, regulations, and licensing/registration requirements applicable to the conduct of its services and the provision of the Services. The Service Provider shall not, in the course of carrying out the obligations under this Agreement perform any act or do anything that would contravene the provisions of any law for the time being in force.
c. The Service Provider shall perform the Services which are required to be performed by him, from time to time, in a diligent and professional manner. The Service Provider agrees to provide the Services faithfully, diligently and competently in keeping with market standards by employing the highest standard of care, skill, priority and attention. The Service Provider shall be responsible to adhere to all applicable laws, applicable from time to time. The Service Provider shall adhere to code of conduct with regard to their behaviour with applicants/ clients. The Service Provider shall not abuse any applicant/clients on the samitya premises or otherwise.
d. The Service Provider shall comply in all respects with the instructions provided by the officials of the samitya from time to time relating to the performance of the Services, duties and obligations under this Agreement. The Services rendered by the Service Provider shall be subject to regular review by the officials of the samitya and its decision with regard to the quality of the Services thereof shall be final and absolute.
The samitya reserves the right, at any time and from time to time, to conduct a background check and due diligence on the Service Provider, its business and operations to ensure that the Service Provider meets the samitya’s then current policies and requirements to continue to be qualified as a service provider for the samitya.
e. The Service provider agrees to not make any attempt to create any personal relationship with any of the end users/ applicants/clients/student and shall not use any personal data and other information obtained through samitya to contact the applicant/clients for any purpose other than for the purpose of providing services through the samitya. The Service Provider shall not share any personal data/information with the users of the platform including email address, telephone, home address etc. In the event that the Service Provider does so, the samitya assumes no liability. In case of any disputes between Service Provider and applicant/students, the samitya disclaims all liability. The Service Provider agrees to indemnify the samitya for any claim, legal action, misconduct, harm caused due to the action/inaction or breach of this agreement of the Service Provider within the samitya premises.
f. The samitya shall not be liable for any breach of the representations, warranties and covenants by the Service Provider.
7.1 Confidential Information shall, without limitation, include confidential (including proprietary and technical) information received by a Party, whether directly or indirectly, from the other Party pursuant to this Agreement. Confidential Information includes without limitation inventions, innovations, works or intellectual property and any idea, trade secret, know-how or data of any nature concerning the development, use, formulation, manufacture or performance of either Party or its products or prospective products or services, and any research and development activities, process, techniques, inventions, specifications, algorithms, prototypes, designs, drawings or test data thereof, information technology, software programs, computer programs or documentation, specifications, source code, object code of such software and computer programs, inventions, processes, engineering products, services, assets, Parties’ markets or the business of either Party or that of their respective clients, information/customer data. Information shall be deemed to be confidential whether the same comes to the knowledge of the other Party orally or is contained in tangible or fungible form, or whether contained in a floppy disc, electronic device, computer system, brochure, booklet or otherwise. Unless otherwise specified, all information received by either Party and pertaining to the other Party shall be deemed to be Confidential Information.
7.2 The terms of this Agreement are confidential and the Service Provider shall not disclose the terms thereof without the prior written consent of the samitya. It is clarified that the samitya may, at any time and for any reason, disclose the existence and terms of this Agreement to any person, the samitya determines has a legitimate need for this information, including any court of law, government or government/regulatory agency.
7.3Confidential Information does not include information which can reasonably be demonstrated to be in the public domain without any breach of the provisions of this Agreement, or information which is required to be disclosed by law, or information which is disclosed in proceedings taken by either Party for the enforcement of any rights and remedies under this Agreement.
7.4 In relation to any Confidential Information, neither Party shall:
use or permit the use of the Confidential Information in any manner which is incompatible or inconsistent with the terms of this Agreement;
use such Confidential Information for its own purpose or for any purpose other than for fulfilling its obligations as per the terms and conditions of this Agreement;
through any failure to exercise all due care and diligence or through any failure to take all reasonable and necessary precautions, cause any unauthorized disclosure, misuse, loss or destruction of such Confidential Information;
handover, or permit preparation of copies of, or otherwise deal with any and all Confidential Information handed over by one Party to the other Party pursuant to this Agreement to any third party under any circumstances whatsoever without the prior written consent of the Party providing the Confidential Information.
7.5 Notwithstanding the above, if either Party is directed by a court order or other legal or regulatory requirement including any direction/order from the court/ government or similar process to disclose the Confidential Information, such Party shall notify the other Party in writing, along with a copy of such order, or other legal or regulatory request and shall furnish such information accordingly.
7.6 The Service Provider shall comply with all Indian and international laws as applicable governing or relating to privacy, data security and the handling of data security breaches in relation to the Confidential Information provided to it by the samitya under this Agreement.
7.7 The obligations under this clause shall survive the termination and expiration of this Agreement.
Upon termination of this Agreement or on a demand from the disclosing Party, the receiving Party shall promptly and in an orderly manner return to the disclosing Party, all Confidential Information including any correspondence, documents, customer data/ information, and materials or items belonging to such Party. It is hereby clarified that upon termination of this Agreement, the samitya shall ensure that Confidential Information, including any customer data/ information is retrieved from the Service Provider and ensure there is no further use of such information by the Service Provider.
8. Obligations of the Service Provider and End User
8.1. Without prior written consent of the Samitya, the Service Provider is not entitled to reverse engineer, decompile, disassemble and/or work around technical limitations of Samitya’s portal.
8.2 The Service Provider is responsible for the use of Samitya’s portal by the End Users in accordance with these Terms and Conditions. The Service Provider is obligated to impose all obligations under these Terms and Conditions on the End Users.
8.3 The Service Provider guarantees that it and the End Users adhere to the following rules when making use of Samitya’s portal:
a. the Service Provider shall not introduce or spread any (computer) viruses or any other files that can damage the functioning and/or availability of Samitya’s portal;
b. the Service Provider shall not perform any actions that can cause failures to Samitya’s portal and/or to networks or infrastructures (of other Service Providers) or that can cause any disturbance, limited use, or unforeseen use of Samitya’s portal (for other Service Providers);
c. the Service Provider shall not send large, unsolicited amounts of messages with identical or comparable contents (‘spam’);
d. the Service Provider shall not misuse the provided username and password or (attempt to) Samitya’s portal’s security;
e. the Service Provider shall not perform or refrain from any activities of which the Service Provider know or reasonably should have known to cause use of Samitya’s portal that is illegal or wrongful to the Supplier and/or to third parties;
f. the Service Provider shall not publish or spread any wrongful, racist or discriminating material and/or (child) pornography. This includes publishing or spreading the material via the infrastructure of Samitya’s portal. The Supplier reserves the right to remove and delete such material from Samitya’s portal.
g. the Service Provider shall not infringe upon any IPR; and
h. the Service Provider shall not publish, reproduce, or in any other way employ information and data provided by the Samitya to the Service Provider.
8.4 In case the Service Provider acts in violation with this article 6, the Service Provider is obligated to follow the reasonable instructions given by the Samitya to the Service Provider and the Service Provider shall ensure that the instructions are followed up by the End Users.
Personal Information: All information pertaining to a former or current customer or applicant of samitya including but not limited to such person’s address, telephone number and other contact information, image, gender, age, social security number, account or other identifying numbers or attributes, and financial, health and insurance information, and other information about an individual, including the fact that the individual is or was a customer or applicant of the samitya (“Personal Information”) shall be deemed to be Confidential Information, subject to the obligations and restrictions set forth in this Agreement.
Limited Disclosure: The Service Provider shall not disclose Personal Information to any third - party or use any Personal Information (i) without samitya’s prior written approval and (ii) only as permitted by law, and then only to the extent necessary to carry out his obligations under this Agreement. samitya will not be liable for any breach by Service Provider /and or the applicants of this clause. The samitya and its officers, employees, managers, agents shall not be liable for any data breach by the Service Provider including the collection, disclosure, use or transfer of personal information or data of the users /applicants obtained through the samitya or otherwise.
a. samitya may terminate this Agreement at any time by providing seven days’ written notice to Service Provider. samitya may terminate the agreement with immediate effect in case of any breach by the Service Provider of this Agreement.
b. If Service Provider shall fail to provide the Services or fulfil its obligations in a timely and proper manner under this Agreement for any reason, including the voluntary or involuntary declaration of bankruptcy, samitya shall have the right to terminate this Agreement upon written notice to Service Provider and termination shall be effective upon receipt. Service Provider shall cease performance immediately upon receipt of such notice.
c. In the event of early termination, Service Provider shall be entitled to receive just and equitable compensation only for costs incurred prior to receipt of notice of termination and for the satisfactory Services provided as of the date of termination and delivered to samitya. Service Provider shall be responsible to samitya for damages sustained as a result of Service Provider’s breach of this Agreement, and samitya may withhold any payment due to Service Provider for the purpose of setoff until such time as samitya can determine the exact amount of damages due a result of Service Provider’s breach.
d. All promises, requirements, terms, conditions, provisions, representations, guarantees, and warranties contained herein shall survive the expiration or termination date of this Agreement unless specifically provided otherwise herein, or unless superseded by applicable laws, national or state statutes of limitations.
e. If the Service Provider chooses to end this agreement with samitya, a prior written notice of seven days to be provided to the samitya by the Service Provider. In the event the Service Provider fails to provide the prior written notice, the samitya shall be entitled to withhold /deduct the payment due to the Service Provider.
f. The samitya reserves the right to keep or delete all content posted by the Service provider upon termination of this agreement and or upon breach by the Service provider under this agreement including the representation and warranties and covenants.
11. INDEMNIFICATION AND LIMITATION OF LIABILITY
The Service Provider absolutely, unconditionally and irrevocably hereby undertakes to indemnify and keep the samitya and its respective officers, its representatives, employees and/or agents indemnified and hold them harmless from and against any and all, direct or indirect, losses, liabilities, costs or expenses resulting from damages, penalties, legal fees, costs, fines, claims and expenses of any kind or nature and third party claims whatsoever related to arising from, asserted against the samitya and its employees, officers, managers, agents or associated with the breach of any of the agreement or breach of any applicable laws, rules and regulations. The obligations contained herein shall survive the termination or expiry of this Agreement.
The Service Provider understands that the samitya provides a platform for respective independent contractors(“Service Providers”) to provide fitness /nutrition/ wellness/ coaching/ hobby and other classes on an independent basis and the Service provider shall be liable to indemnify the samitya for any loss caused to the samitya due to any action, negligence, fraud, inaction, fraud, misconduct, misfeasance by any Service Provider. The Service Provider shall assume liability for any injury, harm, whether physical or mental, caused to the participant due to Service Providers’ actions, inaction, negligence, fraud, misconduct, misfeasance. The relationship between the samitya and the respective Service Providers at no point in time and under no circumstance can be construed to be that of a principal and agent. In no event shall the respective Service Providers bind or otherwise commit the samitya.
The samitya (including its officers, employees and agents) excludes all liability (whether under the law of contract, tort or otherwise), for any personal injury, personal harm, loss or damage; whether direct, indirect, special or consequential, arising in any way out of the attendance of the participants in the classes conducted by Service Providers. This includes but is not limited to any theft, unauthorised access or third-party interference.
This limitation of liability applies even if samitya has been expressly advised of potential loss.
This clause shall survive the termination or expiration of this Agreement.
12. INTELLECTUAL PROPERTY
All intellectual property, including but not limited to, patentable inventions, patentable plants, novel plant varieties, copyrightable works, mask works, trademarks, service marks and trade secrets invented, developed, created or discovered by Service Provider in performance of this Agreement shall be the property of the samitya.
Copyright in and to any copyrightable work, including, but not limited to, copy, art, negatives, photographs, designs, text, software, or documentation created as part of Service Provider’s provision of Services shall vest in samitya. Works of authorship and contributions to works of authorship created by Service Provider in connection with its provision of Services are hereby agreed to be “works made for hire.”
Service Provider warrants that its Services do not infringe the copyright of others and agrees to release, discharge and hold harmless samitya, its employees and agents, all persons acting under its authority, and those for whom it is acting, from all claims, causes of action and liability of any kind, in law or equity, based upon or arising out of the Services or this Agreement including, without limitation, claims of libel, slander, invasion of privacy, right of publicity, defamation, trademark infringement, and copyright infringement.
13. INDEPENDENT CONTRACTOR
Service Provider shall be considered to be an independent contractor and as such shall be wholly responsible for the work to be performed and for the supervision of its agents in connection with its provision of the Services. Nothing herein is intended or shall be construed to establish any agency, partnership, or joint venture between Service Provider and samitya. Service Provider represents that it has, or will secure at its own expense, all personnel/agents required in performing the Services under this Agreement. Such employees/agents shall not be employees of or have any individual contractual relationship with samitya.
14. FORCE MAJEURE
Neither Party shall be deemed to be in breach of its/his obligations hereunder if the performance thereof is delayed or prevented due to fire, floods, war, accidents, or any other cause beyond the control of the party concerned, which has been duly notified in writing to other Party.
15. ENTIRE AGREEMENT
This Agreement together with the Schedule attached hereto, supersedes any and all prior written or oral agreements between the Company and the Service Provider and constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and no modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by both parties hereto. It shall not be changed orally but only by the written agreement of the Parties.
16. DISPUTE RESOLUTION AND GOVERNING LAW
This Agreement and the rights and obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the laws of India and all disputes that may arise in connection with this agreement shall be subject to the courts of Bengaluru.
The invalidity or unenforceability of any provision in this Agreement shall in on way affect the validity or enforceability of any other provision.
You grant Samitya the rights to offer, market, and otherwise exploit your Submitted Content, and to sublicense it to students for these purposes directly or through third parties.
We may record all or any part of your Submitted Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. You grant Samitya permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, your Submitted Content, or Samitya’s content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.
Samitya’s rights to content you post.
The content you post as an instructor remains yours. By posting courses and other content, you allow Samitya to reuse and share it but you do not lose any ownership rights you may have over your content.
When you post comments, questions, reviews, and when you submit to us ideas and suggestions for new features or improvements, you authorize Samitya to use and share this content with anyone, distribute it and promote it on any platform and in any media, and to make modifications or edits to it as we see fit. In legal language, by submitting or posting content on or through the platforms, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your content in any and all media or distribution methods (existing now or later developed). This includes making your content available to other companies, organizations, or individuals who partner with Samitya for syndication, broadcast, distribution, or publication of content on other media. You represent and warrant that you have all the rights, power, and authority necessary to authorize us to use any content that you submit. You also agree to all such uses of your content with no compensation paid to you.
19.Treating your students.
You agree to responsibly use all the student data provided to you by Samitya. You will neither make any attempt to generate personal relationship with your student on platform given by Samitya nor you will
use information to make such an attempt outside Samitya. In case of any dispute with student raised out of the scope of Samitya you will exclude Samitya from any legal troubles. You will not abuse any of the student on Samitya and Samitya holds all the rights to discontinue your profile from the platform and to delete all your content from Samitya.
When you interact directly with a student or an instructor, you must be careful about the types of personal information that you share. We do not control what students and instructors do with the information they obtain from other users on the platform. You should not share your email or other personal information about you for your safety
Moving students away from our website and making financial transaction directly with students is against our policy, such teachers will be blacklisted and banned from using our website, all their courses will be removed from the website.
We do not hire or employ instructors nor are we responsible or liable for any interactions involved between instructors and students. We are not liable for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to the conduct of instructors or students.
When you use our Services, you will find links to other websites that we don’t own or control. We are not responsible for the content or any other aspect of these third-party sites, including their collection of information about you. You should also read their terms and conditions and privacy policies.
20. Live lesson cancellation
In case a scheduled live lesson or the number of lessons are cancelled by the teacher, Samitya reserve the rights to cancel all the remaining payment to the respective teacher.
In case the teacher want to reschedule a lesson on a different date and comes to a mutual understanding, the teacher can do so. If students do not agree for this, Samitya reserves the right to refund the students for that lesson and teacher will lose that lesson’s earnings.
21. Co-Instructors and using students/kids in the content.
By using a co-instructor or minor/major students/kids, you understand that you are taking permission from them and their parents/guardians. Samitya is not able to advise on any questions or mediate any disputes between you and such party. It is your responsibility to make sure that your co-instructors or students know that you are making revenues out of the content they are part of. Samitya has no intention or policy to share revenue with any such third parties who are part of the teacher’s content.
22. Sale or acquisition of business
We may sell, transfer or otherwise share some or all of our services and assets, including your personal information in connection with a merger, acquisition, reorganisation or sale of assets or in the event of bankruptcy.
23. Relationship Between Us
You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.
Any notice or other communication required or permitted to be given between the Parties hereto shall be in writing and duly addressed to the concerned Parties at their email id firstname.lastname@example.org