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1. Instructor Obligations

As an instructor, you are responsible for all content that you post, including lectures, quizzes, coding exercises, practice tests, assignments, resources, answers, course landing page content, labs, assessments, and announcements (“Submitted Content“).

You represent and warrant that:

  • you will provide and maintain accurate account information;
  • you own or have the necessary licenses, rights, consents, permissions, and authority to authorize HL Solution to use your Submitted Content as specified in these Terms and the Terms of Use;
  • your Submitted Content will not infringe or misappropriate any third party’s intellectual property rights;
  • you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to teach and offer the services that you offer through your Submitted Content and use of the Services; and
  • you will ensure a quality of service that corresponds with the standards of your industry and instruction services in general.

You warrant that you will not:

  • post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
  • post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Services or to any user;
  • use the Services for business other than providing tutoring, teaching, and instructional services to students;
  • 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 public performance of a musical work or sound recording;
  • frame or embed the Services (such as to embed a free version of a course) or otherwise circumvent the Services;
  • impersonate another person or gain unauthorized access to another person’s account;
  • interfere with or otherwise prevent other instructors from providing their services or content; or
  • abuse HL Solution resources, including support services.

1. Course Delivery, Listings, Selling, Usage & Manage: (A) Instructor will provide Adams Academy with the full contents, materials, images and videos with relevant details of the Courses in the Dropbox, Google drive or any other format prescribed by Adams Academy and described on Exhibit A. Adams Academy will publish and list the Courses on its websites (www.mawiahl.com) (“HL SOLUTION Websites”), and on various reputable advertising sites. Subject to the terms and conditions of this Agreement, Instructor hereby grants HL Solution, during the term of this agreement a permanent right and license to sell, reproduce, distribute, publicly perform, offer, market and otherwise use the Courses to the Students and for these purposes only. For the purposes of this agreement, “sale” or “selling” with respect to the Courses means “licensed” and “licensing”; without limiting the foregoing, Adams Academy acknowledges and agrees that all Courses are licensed, and not sold, to Students. The Instructor has the right to amend, update and/or remove any course or any content of a course at any time.

(B) HL SOLUTION will be exclusively responsible for the assessment of the Students who bought courses through the website and will provide all necessary customer care, support, information and certifications to the Students. Instructor hereby agrees that HL Solution website (mawiahl.com) may record all or any part of any Courses (other than any part that is Instructor’s intellectual property) including voice chat communications for quality control and delivering, marketing, promoting, demonstrating or operating the Services; “Services” means HL Solution’s marketing, delivery, administration, maintenance and provision of the Courses to Students and potential Students. Any recording of a Course shall be deemed a copy and/or derivative work of the Course.

(C) HL Solution agrees to (i) perform the Services in a competent and commercially reasonable fashion; (ii) manage and maintain the Adams Academy Websites in a commercially reasonable fashion, at its sole expense, to create, manage, operate, maintain and host its Websites and other technology, and all content contained therein, and shall ensure that the Websites have commercially reasonable operating policies and procedures applicable to its Website, including without limitation, commercially reasonable terms of use and privacy policies that are in accordance with all applicable laws; and (iii) will ensure that its marketing and provision of the Courses are done with good business ethics and in a commercially reasonable manner, and without prejudicing the reputation of Instructor or Instructor’s products and services, including the Courses.

2. Course Pricing: HL Solution will be free to determine the price (“Course Price”) or offer discounts and promotions on any Course; provided, however, that in no event shall the Course Price be offered at or below ________ (“Lowest Price”), regardless of whether the Course is offered alone or in combination with other courses. If a Course is offered at a price equal to or lower than the Lowest Price, HL Solution shall calculate the profit (described below) as if the Course had been offered at the Lowest Price. Courses may not be bundled with any other third party courses, offerings or other content.

3. Revenue, Costs & Profit: Subject to Section 2, the sold price of a Course excluding VAT is “Revenue”. The amount after deducting the Costs from Revenue will be the “Profit”. “Costs” means HL Solution’s actual incurred costs with respect to the Services for that Course but in no event will Costs exceed 35% of Revenue. When a Course is promoted and sold from HL Solution’s Websites (www.mawiahl.com), the Costs will be considered as 20% of the Revenue. However, when a course is sold directly from the websites of HL Solution, 60% of the revenue will be shared with you. Besides, when a course is sold by any 3rd party, the net Revenue paid to HL Solution by the 3rd party will be the profit and 60% of that profit will be shared with you.
Only for the purpose of this agreement, the terms Revenue, Costs and Profit have been defined as stated above in this section.

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