This Agreement (“Agreement”), entered between the signing Instructor (“Instructor”) and Shenpire Group LLC. (“Client”), shall govern the respective rights of Instructor and Client with respect to the course content (“the Work”) described herein.
I. Roles and Responsibilities
Instructor shall be responsible for the following roles and responsibilities:
a) Diligence in the completion of production of all content and materials related to the Work.
b) Respond to customer questions in a timely matter (72 hours or less).
Client shall be responsible for the following roles and responsibilities:
a) Diligence in pursuit of sales and marketing for the Work.
b) Assist in customer service to the extent of managing repetitive customer service questions.
II. Rights Transferred
Instructor and Client agree that the following rights shall be transferred from Instructor to Client upon delivery of the Content. Any rights not expressly specified herein shall be reserved by Instructor:
Instructor hereby grants and assigns to Client the nonexclusive rights to publish, print, employ, advertise, or otherwise utilize the Work exclusively in relation to selling or marketing access to the Work on websites owned and operated by Client, and the exclusive rights to profit from sales of access to the Work on private websites that are owned and operated by Client, and not in furtherance of any other purpose not stated herein, unless modified by a writing signed by both parties.
Instructor agrees to only distribute the Work under paid access and will not allow the Work to be shared or accessed for free unless using a coupon from the Client’s website.
III. Customer Information
Client shall own and manage customer information from the purchase of the Work by a customer.
Client agrees to distribute 50 percent of earnings originating solely from the Work to Instructor each month between the 7th and 10th day of the month. Payments shall be made 2 months after in order to have adequate time for reporting and sorting any refunds that may have occurred. For example, payment for January earnings will be distributed between the 7th and 10th day of March.
Client will absorb costs associated with sale of courses including payment processing fees, admin and operational expenses.
Students are entitled to refunds within a 30 day period of purchase and net profits will be adjusted accordingly when a refund is requested.
Instructor is responsible for providing Client will all identifying and tax information necessary for the payment of amounts due.
Instructor agrees to allow Client to engage in marketing and sales as seen fit. This may include discounting the course through a percentage such as 75% off or a fixed price such as $10.
Instructor acknowledges that Client may promote and market the Work through third party external sites such as deal sites, affiliates or marketplaces.
VI. Severability; Integration
Client and Instructor agree that this Agreement shall not be amended except by writing executed by both parties, and expressly state that this writing shall constitute a complete expression of the entire agreement between the parties, and that no additional terms exist that are not included herein. To the extent any provision contained in this Agreement shall be found to be void, invalid, or otherwise unenforceable in any way, such invalidity shall not affect the remainder of this Agreement, which shall remain in full force and effect.
VII. Warranty of Originality.
Instructor represents and warrants to Client that, to the best of Instructor’s knowledge and belief, the Work assigned by this Agreement is original and has not been licensed to a third party with exclusive rights. This warranty shall extend to any unauthorized use of the Work by Client which may infringe upon the rights of any other person. Instructor agrees that it shall hold Client harmless for any claim or liability caused by Client’s use of Instructor’s product to the extent such use infringes upon the rights of any other person.
VIII. Release of Liability.
Client agrees that it shall not hold Instructor or any agent thereof liable for any damages arising from Instructor’s failure to complete the Work in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of Instructor or of any third party.
Instructor agrees that it shall not hold Client or any agents thereof liable for any damages arising from Client’s failure to acquire sales of the Work. Client is making no claims of potential profits from the Work.
IX. Cancellation of Agreement
Instructor and/or Client can cancel this Agreement with a 90 day written notice to the other party in order to provide students who have already purchased the course adequate time to complete the course.