1. USER ACCOUNTS
To access and use certain portions of the C2L website and the website services, you must register for an Account. ESC reserves the right to accept or decline a user registration on the website for any reason or other business considerations. When you sign up for a TEACHER account on the website or website services, you are required to upload certain information, such as your profile picture, your videos. You agree to upload and submit the requested information to create a TEACHER account on the C2L website.
You agree and give consent to show your TEACHER profile to other Users, or to be shown to the public. You agree to provide accurate, true, and complete information including but not limited to identity or location, business, education, experience, skills, or the services willing to provide, on the Platform. You also agree to update the information to maintain its accuracy, truthfulness, and completeness.
Your account and related information will be subject to verification including but not limited to agency verification, background checks, validation against third-party databases, verification of one or more official government or legal documents to confirm your identity, your location, and your ability to act as a TEACHER on the Platform during account registration and from time to time thereafter. You authorize ESC, directly or through third parties, to make any inquiries necessary to validate your identity, your location, education, experience, and confirm your ownership of your email address or financial accounts, subject to applicable law. During verification, your full account or partial Account features may be temporarily limited. Upon successful verification, the Account features shall be restored.
You are entirely responsible for safeguarding and maintaining the confidentiality of your username, password, and other account access credentials like Access Code, etc. You further agree not to use the Account or log in with the username and password of another User of the Site. You also agree that you will not share your credentials with other users.
You understand and agree that your relationship with ESC is limited to being an independent or third-party contractor as a TEACHER member, and not an employee, agent, joint-ventures, or partner of ESC for any reason. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee, or employer-employee relationship, or any other relationship or legal interest between ESC and the TEACHER.
You agree to allow ESC to contact or reach you through Call, SMS, Email, WhatsApp for providing existing services and for providing information on new products and services and it will supersede the do not disturb registry that you may have registered with.
3. WORK DUTIES
You agree that the following is the list of duties and responsibilities of the TEACHER: maintain a calendar of your availability to enable one-on-one class sessions bookings by STUDENTS; contact ESC to create a new event between Student and Teacher or change any existing live class schedule as required; join, manage, and moderate the virtual video classrooms for the scheduled classes like one-on-one or Bootcamp or Group classroom; help students to study and learn the course subscribed by the student through teaching sessions and other learning activities; assign worksheets, exercises, assignments, or other learning activities, or other content to the student as required; communicate with students through one-on-one chat message box or group chat as required and communicate with parents through a chat system about student progress and give recommendations for course learning strategies; use any existing available learning material and content for the selected student Grade and Subject to educate the students for the live classes; prepare any additional learning materials including Word/ PDF documents, excel, PowerPoint, videos, images etc. for the live classes; assign grades to the students based on activities responses and performance; and prepare and share the personalized progress reports with assessment evaluations & grade reports of the student to the parent and students.
You agree that you will not download any content or copy any learning materials, share the content to others or online other than the intended audiences/ students; upload any restricted or personal or sensitive information to the Site; share any student’s personal and other grade assessment results & personalized reports with anyone other than the student and his/her parent; use any abusive language while communicating through Site or Site Services; ask any other additional payments from Site users (Student or Parents); and share password or other profile information to any other person.
4. WORK SCHEDULE
TEACHERs agree that the ESC(or eGrove) is only providing the platform for the TEACHERs and connect both TEACHER and the Students and/ or Parents for live classes (‘Student’ and ‘Parent’ users can also be referred to as “Customer” users). The TEACHER will be paid for the services rendered to the Customer user through Class2learn.com Platform. When the TEACHER provides services to the Customer on behalf of ESC through any marketing activities or as required by ESC, then the payment for the services provided to the Customer will be provided by the ESC.
You represent that you are qualified to teach the subject matter corresponding to the listing on the C2L Platform. The TEACHER will render their services to the Customers when the Customer selects the Teacher and schedules an appointment with the TEACHER or when a free demo or other class meeting appointment is scheduled by ESC through the marketing activity, or through online forms. The TEACHER will provide the above listed services (described in the Clause 3) to the Customer at the scheduled date and time using C2L Platform software including messaging, video conferencing system etc. During the live class/ meeting sessions, the OIT CORP Platform is enabled with automatic recording of the events, storing the live class/ meeting recording to a safe storage environment of ESC. You agree to this recording of audio, video and other activities from the live class/ meeting session.
Upon the completion of the Live class/ meeting session, the Customer will click “Complete the Session” to accept that the live class/ meeting is completed and give “Sign-off”. It is the responsibility of the TEACHER to get this acceptance and sign-off from the Customer. Until the Customer accepts and signs off the meeting session, the respective live class/ meeting will not be taken into TEACHER’s billing account for the period.
5. PAYMENTS TERMS
The TEACHER will be responsible for preparing any learning materials or documents. The TEACHER will be paid for the successful completion of the meeting (i.e. sign-off by Parents/ Student) after deducting any other charges and taxes. For any live class/ meeting session that could not be completed within the scheduled time period, the TEACHER can allow up to 10 minutes of extended grace time. The TEACHER will be paid every week on Friday for the completed and signed-off sessions from the customer in their account from the preceding week period i.e. Monday 00:01 AM through Sunday midnight 23:59 hours UTC. If any live class/ meeting sessions happen during the account closing time period (i.e. midnight of Sunday to Monday) then the accounting for such meetings will be taken to the subsequent week. “Payable Amount” is the accumulated amount from all the completed, signed-off classes/ meeting sessions and without any disputes that the TEACHER is eligible to receive from ESC. If any live class/ meeting sessions were not signed-off or not completed or the customer is having open disputes, then the payment amount for those services will not be added to the Payable Amount. Any pending amount will be added to the Payable amount of the week when the customer sign-off. ESC will make the Payable amount directly to the TEACHER’s preferred payment method like a PayPal account or to their Bank Account registered in their profile after deducting any transaction charges. ESC reserves the right to modify the meeting rate and an amendment to the agreement or new agreement to be executed when such modifications happen.
6. DISPUTES BETWEEN TEACHERS AND CUSTOMERS (Students/ Parents)
If there are any issues with the class / meeting sessions, the Customer may dispute the service provided within 3 business days from the date of completion of the meeting/ online session. Only open class/ meeting sessions are eligible for a dispute. All disputes between Teachers and Customers will be handled by ESC. The ESC determination and resolution is final and binding. ESC will promptly investigate and determine whether an adjustment from the Teacher’s payment or a refund (through Wallet credit) for the customer is required or not. Both the parties (TEACHER and Customer) acknowledge, agree that both parties irrevocably assign the right to ESC for any payment made to the other party after the dispute is resolved by ESC; ESC or its affiliates may, at its sole discretion, withhold or delay payment in the event of dispute between a Customer and a TEACHER; ESC reserves the right to reverse, or remove, or publish any feedback & ratings related to this class/ meeting session engagement between the TEACHER and the Customer; upon dispute resolution the payment adjustment to the other party if any required, will be adjusted immediately to the Customer account wallet, or released in the subsequent week to the TEACHER’s Payable amount as required; dispute process will be handled through a Dispute Communication System filing; the dispute team will review the documentation submitted and any information available on the C2L Platform that pertains to the Dispute including but not limited to Meeting agenda, communications between the Teacher and the Customer User, files and documents exchanged between the Teacher and Customer users, the video recording of the class or meeting session between the Teacher; after review, the Disputes team will award a mutual, binding resolution based on the results of the review.
US contractors: As a 1099 contractor you are entirely responsible for your federal tax, state taxes, Social Security tax, Medicare tax and any local taxes and will complete all IRS forms appropriate for that designation. You will receive a 1099 form from ESC at the end of the calendar year. ESC will file the same 1099 form with the IRS and the appropriate state’s Department of Revenue.
Non-US Contractors: You understand and acknowledge that the appropriate Government agencies, departments, or authorities (the “Tax Authority”) where you are residing at or based on the ESC business location may require Taxes to be collected on the amount being paid to you and to be remitted to the respective Tax Authority. The prevailing laws in the jurisdictions may vary, but the required Taxes will be collected and remitted according to the applicable jurisdictions.
8. PERFORMANCE EVALUATION
You agree that ESC can conduct a performance evaluation for the TEACHER on a regular basis or during any time as needed. The performance reviews can be a one-on-one interview, scheduled classroom observation (virtual or face-to-face), recorded classroom events review, written tests, or other methods of performance evaluation by the manager or supervisor or other agent. During the performance evaluation process, whether it is formal or informal, recording of the event may be done. Failure to a successful evaluation or failure to improve performance, the TEACHER shall not prevent the ESC from disciplining or terminating the TEACHER at will under this Agreement.
9. FEEDBACK & USER CONTENT
You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. ESC is not legally responsible for any User Content including the feedback or comments posted, or the content made available on the Site or Site Services by any Users or third parties, even if that information is defamatory or otherwise legally actionable. To protect the integrity of the system and protect Users from abuse, ESC reserves the right (but is under no obligation) to remove posted User Content or information that, in ESC sole judgment, violates the Terms of Service or negatively affects our Platform Site or Site Services, diminishes the integrity of the system or otherwise is inconsistent with the business interests of ESC. You acknowledge and agree that you will notify ESC of any error or inaccurate statement in your User Content and that until you do so, ESC may construe that such information is accurate.
10. CONFLICT OF INTEREST
TEACHER understands that, while working as an Independent Contractor at ESC, he or she will have access to confidential and proprietary information, therefore shall not maintain employment or contracts for employment, or engage in any consultant or independent contractor relationship, with any other agency or school or services that will in any way conflict with this contract.
11. CODE OF CONDUCT & CHILD SAFETY
Teachers should demonstrate, inspire, mentor, and guide the Student users through their conduct and character-building noble activity. TEACHERS agree to follow the below given ethical code of conduct and Child Safety Policy, during their engagement with ESC:
In addition to being subject to investigation, any breaches of this Code involving students under-18 will be reported immediately to the Child Safety Officer at: email@example.com, following the Child Safety guidelines & procedures defined: https://www.class2learn.com/child-safety/.
13. INTELLECTUAL PROPERTY OWNERSHIP OF APPLICATION AND CONTENT
Any content including but not limited to the learning materials, exercises, assignments, questions, answers, notes, presentations, worksheets that you may submit or upload on the Site or Site Services or shared to other users or agencies as the business requires and it would not be kept confidential. If you feel any content that contains confidential or sensitive information, please do not upload the content to the Site or Site Services. You agree and acknowledge that you own, have rights, and consents for any contents including but not limited to the learning materials, exercises, assignments, questions, answers, notes, presentations, worksheets that you may upload on the Site or Site Services. You also agree and give consent and exclusive rights to ESC to download, copy, adapt, modify, prepare derivative works based upon, distribute, publicly display, publicly perform, transmit, broadcast all types of content that you submit or upload on the C2L Platform, Site or Site Services. The TEACHER grants ESC a perpetual license to use any uploaded or submitted content but TEACHER retains the remaining rights with respect to the submitted or uploaded content. You acknowledge that the content that you may upload to the Site or Site Services are original and not copied, or infringed, or violated any third-party’s patent, copyright, trademark/ service mark, and rights, etc. We respect Copyright laws and policies. ESC or other affiliate agencies may conduct periodical reviews and audits and if any infringement or violations to any copyrights, patent rights, or other IP rights of any third party are found, the user would be immediately suspended or terminated without any obligations. You agree that you will follow the ESC’s Trademark/ Service mark, brand guidelines, and policies when you represent ESC and its services to the Customer through content, and other online/ offline teaching or related business activities.
14. DISPUTES BETWEEN ESC & TEACHERS AND ARBITRATION
If the ESC and TEACHER cannot amicably resolve a dispute or damage claim resulting from this Agreement, ESC and TEACHER agree to resolve any such dispute or damage claim by arbitration. The arbitration proceeding shall be conducted in New Jersey following the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of the parties. If the ESC or TEACHER cannot agree on an arbitrator, then the American Arbitration Association shall select an arbitrator from the National Panel of Arbitrators. The laws of the State of New Jersey shall apply to the arbitration proceedings. The parties agree that the arbitrator cannot award punitive damages to either party and agree to be bound by the arbitrator’s findings. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
TEACHER agrees to release, defend, indemnify, and hold ESC and its partners, affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, or Site Services, or Content; or your violation of these Terms including but is not limited to your User Content and your interaction with any User including Customer Users; or any damages arising in connection with your services on the Platform.
17. LIMITATION OF LIABILITY
Notwithstanding anything to the contrary herein, the parties agree that neither party will be responsible to the other for any incidental, consequential or punitive damages. ESC sole liability, if any, to the C2L Platform Software User shall not exceed a dollar amount equal to the total fees paid by the C2L Platform Software User or to the total amount that ESC is owed to the C2L Platform Software User.
TEACHER agrees to use the platform to receive all payments for the services provided to the Customers of the website or application, whether first-time, repeat, or follow-on; you will not circumvent the C2L Platform for any associated fees or other similar learning activities; you will not offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site; have all the communication with the customer users on the Site’s communication methods like instant chats and video conference meetings and do not contact or have communications out of the site’s communication channels; you will not share your contact details with the Customer users. You also agree that you will not solicit contact details of the Customer users.
TEACHER understands that ESC shall be providing the content, application, platform, process, methods, learning materials, and other information & content that may be relevant to the Site or Site Services required by the TEACHER for providing services on the ESC Site or Application. TEACHER understands that all the information that the ESC provides to the TEACHER is Confidential Information unless it is explicitly specified. Confidential Information includes any company-provided content, materials, user content, software, application, process flow, methods, learning materials of all types & formats, customer information, customer files, customer lists, any business, marketing, financial or sales record, data, plan, or survey; and any other record or information relating to the present or future business, product, or service of the ESC. While working for the ESC and thereafter, the TEACHER shall not, directly, or indirectly, disclose to anyone outside of the ESC any Confidential Information or use any Confidential Information. Unless compelled to do so by law or will TEACHER use this information in any other way EXCEPT as is necessary to perform services by the TEACHER. As long as the Teacher is working for ESC, the TEACHER shall not participate directly or indirectly, in any capacity, in any business or activity as a sole or as a group that is in direct competition with the ESC. Upon termination, the parties agree to deliver to each other any Confidential Information that has been received in some physical form, including, but not limited to, printouts, graphics, and electronic files, within 7 (seven) business days of such termination, unless the parties have agreed otherwise by another, prior written agreement. The parties agree that neither is liable for the disclosure of Confidential Information if made in response to a valid court order of a court or other authorized government agency, provided that at least 10 (ten) business days’ notice first be given to the other party. This clause shall survive the termination of this agreement.
Both ESC and the TEACHER agree that they will not disparage or comment negatively about the other party, including its officers and management, current or former employees and/or customer users.
21. GENERAL DISCLAIMER
ESC Website, Applications, Services, and Collective Content are provided on an “AS IS” basis without any warranty of any kind. ESC hereby disclaims all warranties and conditions about the website, applications/ products, services, and collective content, including without limitation, all implied warranties and conditions of merchantability, fitness for a particular purpose, title, accuracy, timeliness, performance, completeness, suitability, and non-infringement. Please see our General Disclaimer incorporated with this Agreement, which can be found on the website at: https://www.class2learn.com/disclaimer/.
22. CHOICE OF LAW
The parties agree that the laws of the State of New Jersey govern any conflict regarding the Agreement.
23. WAIVER OF BREACH
The waiver by either party or the failure of either party to claim a breach of any provision of this Agreement, will not operate or be construed as a waiver of any subsequent breach.
24. NOTICES & CUSTOMER CARE
All notices served by the ESC shall be provided via email to your registered account email address or as a general notification on the Site or Site Services. Any notice to be provided to the ESC should be sent to firstname.lastname@example.org. In case of any customer care support related issues, or you face any issues, or would like to share your experiences, feedback, suggestions for improvements, please contact us at email@example.com.
25. INVALIDITY OF PROVISION
The parties agree that even if a court invalidates a provision of this Agreement, the remaining Agreement provisions are still valid and remain in full effect.
26. NO OTHER AGREEMENTS OR REPRESENTATIONS
The parties agree that this Agreement completely expresses their mutual intent and that it supersedes any other agreement or representation, oral or written, between the parties unless otherwise specified.
27. EFFECT ON OTHER PARTIES
The ESC shall assign this Agreement or any rights or obligations hereunder without the prior written consent and it shall be binding upon its successors and assigns. The TEACHER shall not assign this agreement or any rights or obligations hereunder to others.
The parties understand and agree that the headings in this Agreement are included only as a matter of convenience and in no way define, limit, or extend the scope of this Agreement or any of its provisions.
I affirm that I have read the terms and conditions and the information I am submitting on this page is true and accurate to the best of my knowledge. By clicking ‘I Accept’ on the Site or Application, you are agreeing to be bound to the terms of this Agreement and signing this document under oath under penalty of perjury. I understand that any false information, fraud, misrepresentation, or omission in the information I provided may result in my disqualification or dismissal.