Agreement between Teacher and Xcool

Effective September 05, 2022

This website, www.xcool.in, (hereinafter referred to as "Xcool") is owned, hosted and operated by Xcool Private Limited (hereinafter referred to as "Xcool"), a company incorporated in India under the Companies Act, 1956 and having its registered office at Gunina, Sector 16A, Sanpada, Navi Mumbai, Maharashtra. These terms and conditions regulating use of these Services constitute a legally binding agreement between Xcool and the User (the "Agreement").

Xcool and/or any other website(s) linked to this website is an online learning platform for creative arts, lifeskills, languages and sports provided to you, subject to your compliance with the terms and conditions set forth below.

PLEASE READ THIS DOCUMENT CAREFULLY. BY ACCESSING OR USING Xcool, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, YOU SHOULD NOT ACCESS OR USE Xcool.

As a Teacher, you are contracting directly with Xcool, regardless of any related party making payments to you. By signing up with Xcool, you agree and confirm that:

  1. You are responsible for all the content that you provide including lectures, reference material, assignments, practice tests, resources etc.

  2. You have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to teach and offer the services that you offer. You have accurately and truthfully provided your bio, training, , certification, background and credentials etc.

  3. You will keep your profile updated with the relevant information in timely manner.

  4. Your profile will include available slots and pricing information. You agree to keep this information up to date.

  5. You will ensure a quality of service that corresponds with the standards of your industry and instruction services in general, and will be responsive to student enqui

  6. You will ensure that you will fulfil all service obligations to the fullest including but not limited to being present to take classes in a timely manner and provide

    7. instruction to students to the best of your abilities.

  7. In case you add co-Teachers or assistants to assist you during classes being taken by you, you take sole responsibility for their conduct, payments and any complaint

    8. that arise from students or parents in this regard. In case you wish to appoint any substitute teachers to take 1 or more classes on your behalf, you must provide Xcool with written parent / student consent for the same prior to the class. You take sole responsibility for their conduct, payments and any complaint that arise from students or parents in this regard

  8. You own or have the necessary licenses, rights, consents, permissions, and authority to authorize Xcool to use your Submitted Content (where relevant) as specified in

    9. these Terms and the Terms of Use; your Submitted Content will not infringe or misappropriate any third party's intellectual property rights

  9. You will collaborate and cooperate in any process of complaints or grievance resolution

  10. You will always behave politely without resorting to abuse, harassment etc.

  11. You will maintain Confidentiality – systems, processes, courses, curriculum, student data etc. and anything else construed as business data pertaining to xcool is confi

    12. dential and protected and cannot be shared with anyone else

  12. You will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libellous c

    13. ontent or information;

  13. You will not post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or

    14. otherwise) through the Services or to any user;

  14. You will not use the Services for business other than providing tutoring, teaching, and instructional services to students;

  15. You will not engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the pub

    16. lic performance of a musical work or sound recording;

  16. You will not frame or embed the Services (such as to embed a free version of a course) or otherwise circumvent the Services;

  17. You will not impersonate another person or gain unauthorized access to another person's account;

  18. You will not interfere with or otherwise prevent other Teachers from providing their services or courses; or

  19. You will not abuse Xcool resources, including support services.

  20. You will not not attempt to take students off the platform and engage directly with them without Xcool being part of the process and will not attempt to migrate st

    21. udents to other platforms or sources of instruction that result in loss of revenue to Xcool. You agree that upon onboarding with xcool you will work exclusively with xcool as the online platform and will not join any other platform without written consent from xcool.

  21. You will engage with Any parent / student introduced to you teacher via Xcool, only via Xcool. You will not engage with the parent / student outside Xcool for a period of 12 months since the last class taken on the platform.

  22. In case any student or parent introduced to you via Xcool offers you any work related to your area of specialization you will immediately notify Xcool about the same. Xcool will be entitled to a finder’s fee of 10% of the gross revenue received by you on account of such work. This is applicable for a period of 12 months from the date of last interaction between student and teacher.

  23. You will arrive for classes in a punctual manner and complete the full schedule of the class covering relevant topics, providing direction for home work and next

    24. class preparation if any.

  24. You will cancel classes well in time to ensure minimal to no inconvenience to students.

  25. You will approach appointed person to resolve any issues.

  26. . Xcool guarantees a minimum service level to its Parents / Students via its terms of services and privacy policy. You agree to ensure that you and your actions are in

    27. line with Xcool’s obligations and will do nothing that is likely to result in a violation of these obligations.

  27. You agree that you will not use the data you receive for any purpose other than providing your services to those students on the Xcool platform, and that you won't sol

    28. icit additional personal data or store students' personal data outside the Xcool platform. You will indemnify Xcool against any claims arising from your use of students' personal data.

  28. . We partner with anti-piracy vendors to help protect your courses from unauthorized use. To enable this protection, you hereby appoint Xcool and our anti-piracy ven

    29. dors as your agents for the purpose of enforcing copyrights for each of your courses, through notice and takedown processes (under applicable copyright laws like the Digital Millennium Copyright Act) and for other efforts to enforce those rights. You grant Xcool and our anti-piracy vendors primary authority to file notices on your behalf to enforce your copyright interests.

  29. You agree that Xcool and our anti-piracy vendors will retain the above rights unless you revoke them by sending an email to piracy@Xcool.com with the subject line:

    30. "Revoke Anti-Piracy Protection Rights" from the email address associated with your account. Any revocation of rights will be effective 48 hours after we receive it.
Pricing and Payment Terms

1. When enrolling students into courses, you will be required to Schedule classes. You will need to specify the Rate per class for each class schedule by you. In case you wish to provide a free of cost demo class, you can choose the option for the same.

2. Xcool will add a service fee at is discretion to your pricing and present this to the Students for purchase.

3. Upon payment by students, Teacher will take classes as per schedule.

4. Xcool will markup the Teacher’s fees with a service fee, and applicable taxes.

5. In order to maintain competitiveness in the market, from time-to-time Xcool will at its sole discretion offer volume discounts and other discounts to students. Unless otherwise explicitly communicated such discounts will be applicable to the fees payable to the teacher and the teacher will be paid after deducting such discounts. Additionally Xcool may at its sole discretion offer discounts which are borne solely by Xcool and are not applied to the teacher’s payout.

6. If a student purchases a product or service in a country that requires Xcool to remit national, state, or local sales or use taxes, value added taxes (VAT), or other similar transaction taxes ("Transaction Taxes"), under applicable law, we will collect and remit those Transaction Taxes to the competent tax authorities for those sales. We may increase the sale price at our discretion where we determine that such taxes may be due. For purchases through mobile applications, applicable Transaction Taxes are collected by the mobile platform (such as Apple's App Store or Google Play).

7. For us to pay you in a timely manner, you must own a Bank Account or UPI account in good standing and must keep us informed of the correct email associated with your account. You must also provide any identifying information or tax documentation (such as a PAN or AADHAR no.) necessary for payment of amounts due, and you agree that we have the right to withhold appropriate taxes from your payments. We reserve the right to withhold payments or impose other penalties if we do not receive proper identifying information or tax documentation from you. You understand and agree that you are ultimately responsible for any taxes on your income.

8. Xcool will at its sole discretion determine the payment cycle from time to time. Payment will be made as per Payment Cycle prevalent at the time. In general, Payments for a period will be for all classes completed in that period not including those in the grievance window (set by Xcool as the timeframe within which a student can file a grievance or complaint regarding that may amount to non-completion of the class and a determination that the payment is not accrued) and will be made at the end of the period. In case of any issue with respect to payments, receipt, amount etc, you must bring this to the notice of Xcool within 30 days of due date as Payment cycle.

9. You may publicise your association with Xcool, using the Xcool name and trademarks only to the extent authorized by Xcool. You will immediately comply with any requests from Xcool in this regard.

10. Xcool has relationships with a large number of teachers and uses proprietary models to rank and prioritize teachers for purpose of display and promotion the website. Xcool has sole discretion in this matter and will make all decisions in this regard.

11. In general cancellations are avoidable, however if necessary then they must be done and communicated to the students as early as possible.

12. You acknowledge and agree that students have the right to receive a refund as determined by Xcool’s Refund policy and all payments will be subject to the Refund policy as determined by Xcool from time to time at its sole discretion. You agree to adhere to Xcool Refund Policy which is determined at Xcool’s sole discretion and may be amended from time to time.

13. If a student is to be issued refund after we have made the relevant Teacher payment, we reserve the right to either (1) deduct the amount of the refund from the next payment sent to the Teacher or (2) where no further payments are due to the Teacher or the payments are insufficient to cover the refunded amounts, require the Teacher to make good any amounts refunded to students for the Teacher's courses.

License

You grant Xcool the rights detailed in the Terms of Use to offer, market, and otherwise exploit your Teaching and Class Content, and to sublicense it to students for these purposes directly or through third parties. This includes the right to add captions or otherwise modify content to ensure accessibility and use the content to develop learning aids, self-learning modules etc.

We may record all or any part of your Submitted Content and / or we may request you to create such content in the form of videos and other formats and submit it to us for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. You grant Xcool 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 Xcool's content, alongwith Xcool branding and marketing materials and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.

These rights will survive termination of the relationship between you and Xcool.

Termination Rights

We reserve the right to remove courses, suspend payouts, and/or ban Teachers for any reason at any time, without prior notice, including in cases where:

· a Teacher or course does not comply with our policies or legal terms (including the Terms of Use);

· a course falls below our quality standards or has a negative impact on the student experience;

· a Teacher engages in behavior that might reflect unfavourably on Xcool or bring Xcool into public disrepute, contempt, scandal, or ridicule;

· a Teacher engages the services of a marketer or other business partner who violates Xcool's policies; or

· as determined by Xcool in its sole discretion.

· At the time of termination, if the Teacher has any ongoing or outstanding class commitments, Xcool may require the Teacher to fulfil them before clearing the associated payments. Alternately Xcool may reach other arrangements with the students such as refunds or arranging alternate teachers etc. In such cases, these amounts will be adjusted from any dues payable to the Teacher.

Account Deletion

If you wish to delete your account, you may write to us at the email provided and we will do the needful. Please note that we may retain your account on the platform till such time outstanding classes are completed and store data relating to your account as required for business or regulatory purposes.

Relationship Between Us

You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.

Survival

The following sections shall survive the expiration or termination of these Terms: Sections 2 (License to Xcool), 3.3 (Relationship to Other Users), 5.2 (Receiving Payments), 5.3 (Refunds), 8 (Deleting Your Account), and 9 (Miscellaneous Legal Terms).

Updating These Terms

From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Xcool reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If we make any material change, we will notify you using prominent means such as by email notice sent to the email address specified in your account or by posting a notice through our Services. Modifications will become effective on the day they are posted unless stated otherwise.

Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.

How to Contact Us

The best way to get in touch with us is to contact our Support Team. We'd love to hear your questions, concerns, and feedback about our Services.