This is a template provided for your convenience.
You are strongly advised to adapt the text to fit your particular case.
IMPORTANT: BY AGREEING TO THESE TERMS YOU AGREE TO RESOLVE DISPUTES WITH KUROPRO THROUGH BINDING ARBITRATION (AND WITH VERY LIMITED EXCEPTIONS, NOT IN COURT), AND YOU WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS, AS DETAILED IN SECTION 18.
2. Additional Agreements
Additionally, if You are a Content Provider (as defined below), You are also subject to the Content Provider Terms, which are hereby incorporated by reference into these Terms. If You are a Content Provider, and there is a conflict between these Terms and the Content Provider Terms, the Content Provider Terms will govern.
Our Services enable
students ("Students") to connect with independent contractor
instructors (the "Content Providers", collectively with Students, the
"Users") who provide live and recorded instruction, tutoring, and
learning services (the "Courses") via Our Services. The Services
include, without limitation, facilitating and hosting Courses and supporting
materials, and taking feedback from Users.
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 Kuropro 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 to these Terms, 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. You should visit the Services regularly to ensure You are aware of the latest version of the Terms, as any revised Terms shall supersede all previous Terms.
Kuropro may modify the Services or discontinue their availability at any time.
You are solely responsible for all service, telephony, data charges and/or other fees and costs associated with Your access to and use of the Services, as well as for obtaining and maintaining all telephone, computer hardware, and other equipment required for such access and use.
If You elect to access or use Our Services that involve payment of a fee, then You agree to pay, and will be responsible for payment of, that fee and all taxes associated with such access or use. If You provide credit card information to pay for such fees then You hereby represent and warrant that You are authorized to supply such information and hereby authorize Kuropro to charge Your credit card on a regular basis to pay the fees as they are due.
If Your payment method fails or Your Account is past due, then We may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with Us and/or retaining collection agencies and legal counsel. We may also block Your access to any Services pending resolution of any amounts due by You to Kuropro.
Kuropro issues digital certificates free of charge for paid courses to users as proof of their accomplishment of the course on behalf of the Content Provider. We award only one certificate per sale per user, subject to finishing the entire course and fulfilling any other requirements such as examinations or evaluation forms. Certificates are issued by Us on behalf of the Content Provider, as such the certifying body is still the Content Provider. Details of the certificate are filled automatically through the information provided during your account creation, so minor corrections may be made to the certificate including typographical errors, however entire name changes or PRC license number changes will not be allowed.
All of Your use, access and other activities relating to the Services must be in compliance with all applicable laws and regulations, including, without limitations, laws relating to copyright and other intellectual property use, and to privacy and personal identity. Further, access to Our Services from territories where their contents are illegal is prohibited. Those who choose to access or use the Services from locations outside of the Philippines do so at their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the internet, data, e-mail, or privacy. You further agree to comply with all applicable laws regarding the transmission of technical data exported from the Philippines or the country in which You reside. If You use the Services or Third Party Platforms (as defined in the next section) from countries outside of the Philippines You must agree to abide by all local rules regarding online conduct and acceptable content.
4. General Disclaimer
The Services are only a marketplace for Content Providers and Students. We do not hire or employ Content Providers nor are We responsible or liable for any interactions involved between the Content Providers and the Students who purchase a Content Provider’s Course via the Services. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of Content Providers or Students, including, but not limited to, any Student's reliance upon any information provided by a Content Provider.
We do not control Submitted Content (as defined below) posted on the Services and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such Submitted Content. You also understand that by using the Services, Kuropro may expose You to Submitted Content that You consider offensive, indecent, or objectionable. Kuropro has no responsibility to keep such content from You and no liability for Your access or use of any Submitted Content, to the extent permissible under applicable law.
The Services may give You access to links to third party platforms ("Third Party Platforms"), either directly or through Courses or Content Providers. Kuropro does not endorse any of these Third Party Platforms and does not control them in any manner. Accordingly, Kuropro does not assume any liability associated with Third Party Platforms. You need to take appropriate steps to determine whether accessing a Third Party Platform is appropriate, and to protect Your personal information and privacy on such Third Party Platform.
You may only access the Services for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to Your use of the Services. You agree not to use the Services or the Company Content (as defined below) to recruit, solicit, or contact in any form, Content Providers or potential users for employment or contracting for a business not affiliated with Us without Our advance written permission, which may be withheld in Our sole discretion. You assume any and all risks from any meetings or contact between You and any Content Provider or other Users of the Services.
6. Specific Obligations of Content Providers
Please see Content Provider Terms.
7. Specific Obligations of Students
As a Student, You represent, warrant and covenant that:
Students understand and agree that Content Providers from whom Students may have purchased Course(s) may choose to terminate their Accounts with Kuropro and become inactive. Kuropro does not guarantee Content Provider availability to Students and shall not be held liable for any issues relating to Content Provider availability.
To use certain Services, You will need to register and obtain an account and password. When You register, the information You provide to Us during the registration process will help Us in offering content, customer service, network management and other services. You are solely responsible for maintaining the confidentiality of Your account, UserName, PRC license number, and password (collectively, Your "Account") and for all activities associated with or occurring under Your Account. You represent and warrant that Your Account information will be accurate at all times. You must notify Us (a) immediately of any unauthorized use of Your Account and any other breach of security, and (b) ensure that You exit from Your Account at the end of each use of the Services. To the extent permissible under applicable law, we cannot and will not be responsible for any loss or damage arising from Your failure to comply with the foregoing requirements or as a result of use of Your Account, either with or without Your knowledge, prior to Your notifying Us of unauthorized access to Your Account.
You may not transfer Your Account to any other person and You may not use anyone else's Account at any time. In cases where You have authorized or registered another individual, including a minor, to use Your Account, You are fully responsible for (i) the online conduct of such Student; (ii) controlling that Student's access to and use of the Services; and (iii) the consequences of any misuse.
9. Content, Licenses & Permissions
All software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including the selection and arrangements thereof is "Content." Where Kuropro provides Content to You in connection with the Services, including, without limitation, the software, the products and the site, it is "Company Content". Content uploaded, transmitted or posted to the Services by a User is "Submitted Content". Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers) and is protected, without limitation, pursuant to Philippine and foreign copyright and other intellectual property laws. You hereby represent and warrant that You have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms to Kuropro with respect to Your Submitted Content and that Kuropro shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use or exploitation of Your Submitted Content as authorized in these Terms or have any liability to You or any other party as a result of any use or exploitation of Your Submitted Content as authorized in these Terms.
Kuropro hereby grants You (as a User) a limited, non-exclusive, non-transferable license to access and use Submitted Content and Company Content, for which You have paid all required fees, solely for Your personal, non- commercial, educational purposes through the Services, in accordance with these Terms and any conditions or restrictions associated with particular Courses or Services. All other uses are expressly prohibited absent Our express written consent. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Submitted Content or Company Content unless We give You explicit permission to do so. Submitted Content and Company Content is licensed, and not sold, to You. Content Providers may not grant You license rights to Submitted Content You access or acquire through the Services and any such direct license shall be null and void and a violation of these Terms.
Notwithstanding the foregoing, We reserve the right to revoke this license to access and use Submitted Content and Company Content granted to You as described above, as further detailed in section 15 below.
KUROPRO RESPECTS ALL COPYRIGHT, PRIVACY, DEFAMATION AND OTHER LAWS RELATING TO CONTENT AND INFORMATION AND WILL NOT TOLERATE VIOLATION OF SUCH LAWS. NOTWITHSTANDING THE FOREGOING, KUROPRO DOES NOT SCREEN THE SUBMITTED CONTENT AND ALL USE OF THE SUBMITTED CONTENT BY YOU IS AT YOUR OWN RISK AND KUROPRO SHALL HAVE NO LIABILITY FOR SUCH USE. IN PARTICULAR, NO REVIEW OR POSTING OR APPEARANCE OF THE SUBMITTED CONTENT ON THE SERVICES OR THROUGH THE SERVICES IS INTENDED TO ACT AS AN ENDORSEMENT OR REPRESENTATION THAT ANY SUBMITTED CONTENT IS FREE OF VIOLATION OF ANY COPYRIGHT, PRIVACY OR OTHER LAWS OR WILL SUIT A PARTICULAR PURPOSE OR BE ACCURATE OR USEFUL. If You believe that Submitted Content of Yours violates any law or regulation or is inaccurate or poses any risk whatsoever to a third party it is Your responsibility to take such steps You deem necessary to correct the situation. If You believe that Submitted Content of a third party or any Company Content violates any laws or regulations, including, without limitation, any copyright laws, You should report it to Kuropro in accordance with the procedures that We maintain under Our Intellectual Property Policy.
All rights not expressly granted in these Terms are retained by the Content owners and these Terms do not grant any implied licenses.
You may decide to send us unsolicited ideas, including ideas for new promotions, products, services, applications, technologies or processes or other ideas (collectively, "User Ideas"). You must not transmit any User Ideas to or through the Services or Third Party Platforms, or to Us through e-mail, that You consider to be confidential or proprietary. You agree that We shall not be required to treat any User Ideas as being confidential or proprietary. You are responsible and liable for any User Ideas You submit. You agree that by submitting User Ideas to Us, including any concepts, know-how or ideas, You hereby grant Us a perpetual, worldwide, non-exclusive, royalty- free, sublicenseable and transferable license to use, reproduce, distribute, sell, exploit, prepare derivative works of and display the User Ideas in connection with the Services, and for Kuropro’s (and its successor's) business, including without limitation, for promoting and redistributing part or all of the User Ideas (and derivative works thereof) in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting to You or others. We are under no obligation to evaluate, review, or use any User Idea.
10. Pricing, Payment & Taxes
Pricing of Kuropro Courses is determined in accordance with the terms set forth in Our Content Provider Terms. If You are a Student, You agree to pay the fees for Courses that You purchase, and hereby authorize Us to charge Your credit card for such fees. If Your credit card is declined, You agree to pay Us the fees within thirty (30) days of notification from Us, and pay (at Our discretion) a late payment charge of 1.5% per month, or the maximum permitted by law, whichever is greater.
All payments are made to Kuropro, Inc.
You are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in Your own location). Kuropro is unable to provide You with tax advice and You should consult Your own tax advisor.
4. Rounding Off.
Kuropro may, in its sole discretion, round up or round down the Sale Price to the nearest whole functional base unit.
5. Foreign Currency.
The default currency will be in Philippine peso. If you are paying using foreign currency, you are aware that your credit card company will convert it to Philippine peso in their own foreign currency conversion rate.
Kuropro offers Students a money back guarantee on Courses that are purchased on the Kuropro website. If You, as a Student, are unhappy with such a Course and request a refund within fifteen (15) days of the date that You paid for access to that Course, We will provide You with a full refund of the amount You paid. To request a refund, please contact Us via firstname.lastname@example.org. Please note that if We believe that You are abusing Our refund policy in Our sole discretion, We reserve the right to suspend or terminate Your Account and refuse or restrict any and all current or future use of the Services, without any liability to You.
Kuropro also guarantees all CPD Credit Units offered on Our website as indicated in each course’s sales page for the sole use of the Student’s license renewal. If the PRC will not accept the Credit Units earned from Courses purchased on Our website, You may request for a full refund within three (3) years from the date that You paid for access to that Course.
If you are a Content Provider, you acknowledge and agree that Students have the right to receive a refund as set forth in this section. See Content Provider Terms for additional information on refunds.
The trademarks, service marks, and logos (the "Trademarks") used and displayed through Our Services or in any Company Content are Our registered or unregistered Trademarks or of Our suppliers or third parties and are protected pursuant to Philippine and foreign trademark laws. All rights are reserved and You may not alter or obscure the Trademarks, or link to them without Our prior approval.
12. Warranty Disclaimer
THE SERVICES, COMPANY CONTENT, SUBMITTED CONTENT, COURSES, AND ANY OTHER MATERIALS MADE AVAILABLE ON OR THROUGH THE USE OF THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, KUROPRO AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. KUROPRO AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES, THE SUBMISSIONS, THE SERVER(S) ON WHICH THE SERVICES ARE HOSTED, OR ANY SERVICES AVAILABLE ON ANY THIRD PARTY PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO OPINION, ADVICE OR STATEMENT OF KUROPRO OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE THROUGH THE USE OF THE SERVICES, OR ON THIRD PARTY PLATFORMS OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED ON ANY THIRD PARTY PLATFORM, ARE ENTIRELY AT YOUR OWN RISK.
13. Limitation of Liability
Inaccuracies. A possibility exists that the Services provided on any Third Party Platform could include inaccuracies or errors, or information or materials that violate these Terms. Additionally, a possibility exists that unauthorized alterations could be made by third parties to the Services available on any Third Party Platform. Although Kuropro attempts to ensure the integrity of the Services on Third Party Platforms, we make no guarantees as to the Services' completeness or correctness. For copyright infringement claims, see our Intellectual Property Policy.
System Outages. Kuropro periodically schedules system downtime for the Services for maintenance and other purposes. Additionally, unplanned system outages may occur. You agree that Kuropro has no responsibility and is not liable for: (a) the unavailability of the Services including those available on Third Party Platforms; (b) any loss of materials, data, transactions or any other information or materials caused by such system outages; (c) the resultant delay, mis-delivery, or non-delivery of data, transactions or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Services, any Internet service providers, any Third Party Platforms, or any Internet facilities and networks.
You hereby indemnify, defend and hold harmless Kuropro, and its affiliates, officers, directors, agents, partners, employees, licensors, representatives and third party providers from and against all reasonably foreseeable losses, expenses, damages, costs, claims and demands, including reasonable attorneys' fees and related costs and expenses, due to or arising out of Your breach of any representation or warranty hereunder. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You under this Section 14, and in such case, You agree to fully cooperate as reasonably required with such defense and in asserting any available defenses.
Statute of Limitations. Any claim or cause of action arising out of or related to use of the Services, the Terms, or any services or information available through Third Party Platforms, must be filed within 1 year after such claim or cause or action arose regardless of any statutes or law to the contrary. In the event any such claim or cause of action is not filed within such 1-year period, such claim or cause of action are forever barred.
Kuropro reserves the right to terminate, suspend, modify, or delete, at Our sole discretion, any (a) Submitted Content, Company Content, Courses, or any Service; and (b) Your access to Our Services or Your Account, as follows:
16. Electronic Notices
By using Our Services or communicating with Kuropro, You agree that Kuropro may communicate with You electronically regarding security, privacy, and administrative issues relating to Your use of the Services or these Terms. If Kuropro learns of a security system's breach, Kuropro may attempt to notify You electronically by posting a notice through the Services or sending an email to You. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw Your consent from receiving electronic notice), please write to Kuropro at email@example.com. Notice will be deemed given twenty-four hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, Kuropro may give You legal notice by mail to a postal address, if provided by You through Your use any of the Services. In such case, notice will be deemed given three days after the date of mailing.
Entire Agreement. These Terms and any policies applicable to You posted on Our Services constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.
Severability. If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.
Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Kuropro to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
Notice. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.
No Agency. Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither Kuropro nor any other party to these Terms shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.
Governing Laws. These Terms and Your use of the Services shall be governed by the substantive laws of the Philippines without reference to its choice or conflicts of law principles that would require the application of the laws of another jurisdiction, and shall be considered to have been made and accepted in the Philippines.
18. Agreement to Arbitrate and Class Action Waiver
THIS SECTION ONLY APPLIES TO USERS IN THE PHILIPPINES.
Before bringing a formal legal case, please first try contacting our support team at firstname.lastname@example.org. Most disputes can be resolved that way.
We Both Agree to Arbitrate. If we can't resolve our dispute amicably, You and Kuropro agree to resolve any claims relating to these Terms, or any of Our other terms posted on Our Services from time to time, through final and binding arbitration. This applies to all kinds of claims under any legal theory.
Either of Us can bring a claim in small claims court in Metro Manila, if it qualifies to be brought in that court.
In addition, if You or Kuropro brings a claim in court that should be arbitrated or any of Us refuses to arbitrate a claim that should be arbitrated, the other of Us can ask a court to force Us to go to arbitration to resolve the claim (i.e., compel arbitration). You or Kuropro may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.
No Class Actions. We all agree that we can only bring a claim against each other on an individual basis. That means: (a) neither You nor Kuropro can bring a claim as a plaintiff or class member in a class action, consolidated action or representative action; (b) an arbitrator cannot combine more than one person's claim into a single case, and cannot preside over any consolidated, class or representative arbitration proceeding (unless we both agree to change this); (c) an arbitrator's decision or award in one person's case can only impact the person who brought the claim, not other Users, and cannot be used to decide other disputes with other Users. If a court decides that this subsection on "No Class Actions" is not enforceable or valid, then the entire Section 18 (Agreement to Arbitrate and Class Action Waiver) will be null and void, but, the rest of the Terms will still apply.
The Arbitration Process. Any disputes between You and Kuropro relating to the Services that involve a claim of less than Php1,000,000 must be resolved exclusively through binding non-appearance- based arbitration. A party electing arbitration shall initiate proceedings by filing an arbitration demand with the Philippine Institute of Arbitrators (the “PIArb”). In addition, You and Kuropro agree that the following rules shall apply to the arbitration proceedings: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any disputes between You and Kuropro relating to the Services that involve a claim of less than Php1,000,000 must be resolved in accordance with the PIArb's rules about whether the arbitration hearing has to be in-person.
Jurisdiction for Legal Disputes Not Subject to Arbitration. If the Agreement to Arbitrate is determined to be invalid or unenforceable or for any disputes that do not qualify for arbitration, the dispute shall be subject to the exclusive jurisdiction of the Courts located in Metro Manila, Philippines. You hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
"Base Price" means the course price set by the Content Provider.
"Sale Price" means the actual sale price for the Course. It is typically equal to the Base Price, unless there are promotional discounts.
"Gross Amount" means the amount actually received by Kuropro for purchases by Students for Your Course. It is equal to the Sale Price.
"Net Amount" means Gross Amount, less (1) Taxes (pursuant to section 11); (2) Stripe transaction costs, which equals 2.9% of the Gross Amount + $.30 USD; (3) promotional discounts; and (4) any applicable Value Added Tax.
"Content Provider Revenue" shall mean Net Amount less any refunds paid.
As a Content Provider, You are contracting directly with Kuropro, Inc., a Filipino corporation in the Republic of the Philippines. Additionally, although We may utilize other Kuropro subsidiaries to facilitate Your payments, Your contract remains between You and Kuropro, Inc.
Content Providers do not have a direct contractual relationship with Students. When Students avail of the Services, they engage in a transaction with Kuropro and not the Content Provider. The only information You will receive about Students is what is provided to You through the Services (“Student Related Data”). This includes their names, PRC license numbers, and transaction history. You understand and agree that You will indemnify Kuropro for any issues arising out of Your use of any Student Related Data.
As a Content Provider, You represent, warrant, and covenant that:
1. You will visit www.kuro.pro and complete the Content Provider enrollment form and You will also need to agree to the pricing terms found below;
2. You will be responsible for all of Your Submitted Content. You further agree that You own or have the necessary licenses, rights, consents, and permissions, and the authority to authorize Kuropro, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any of Your Submitted Content on and through the Services in the manner contemplated by these Content Provider Terms;
3. No Submitted Content shall infringe or misappropriate any intellectual property right of a third party;
4. You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the services You offer on Your Course and through the Services.;
5. You will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
6. You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Services or to any User;
7. You will not use the Services for any business other than for providing tutoring, teaching and instructional services to Students;
8. You will not engage in any activity that will require Kuropro to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings;
9. You will not copy, modify, distribute, reverse engineer, deface, tarnish, mutilate, hack, or interfere with Company Content and/or the Services or operations thereof, except as permitted in these Content Provider Terms;
10. You will not frame or embed the Services in a manner to embed a free coupon version of your course or other similar functionality intended to circumvent the Services;
11. You will not impersonate another person or gain unauthorized access to another person's Account;
12. Your use of the Services are subject to Kuropro’s approval, which We may grant or deny in Our sole discretion;
13. You will not introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or operation thereof; scrape, spider, use a robot or other automated means of any kind to access the Services;
14. You will not interfere with or otherwise prevent other Content Providers from providing their services or Courses;
15. You will maintain accurate Account information;
16. You shall respond promptly to Students and ensure a quality of service commensurate with the standards of Your industry and instruction services in general;
17. If you are an accredited CPD Provider, You will maintain valid accreditation with the PRC as a CPD Content Provider. You will be compliant with all implementing rules and regulations of the PRC, as well as the individual guidelines from the CPD Councils that have given you their accreditation. Kuropro has no relationship with the PRC, and will not facilitate the obligations of the Content Provider to the PRC. Our role will only be to supply information that the Content Provider requires to fulfill such obligations.
18. If You hire the services of consultants to design Your Courses, Kuropro shall not have any relationship with them and as such will not have monetary or any other obligations to them. The Content Provider is responsible for paying its consultants and employees, including instructors or researchers that have been hired for the purpose of creating the Course.
You hereby agree that We may record all or any part of any Courses (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Services. You hereby grant Kuropro permission to use Your name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, Courses, Company Content and Submitted Content and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith, to the extent permissible under applicable law.
As part of Kuropro’s Services, we provide secured digital certificates on behalf of Content Providers free of charge to the Content Provider if their course is a paid course. Certificates act as proof of attendance only, and does not constitute a certification of proficiency or aptitude. Only one certificate may be issued per sale per user, and is non-transferable. Certificate design may be modified during the course creation to suit the Content Provider’s branding, however you agree to include Kuropro’s logo and images on the certificate.
As a Content Provider, You will be responsible for determining the Base Price You charge Students for Your Course(s). You agree to charge only for Your own Submitted Content. You may not charge separately for any course add-ons such as downloadable PDFs or other content and services (such as providing a link to a third party service to sell downloadable PDFs). The Company will handle billing and other fee interaction with Students. The Base Price cannot be less than Php100 per course.
As part of Your participation on Kuropro, You give Us permission to share Your Course, and information about You and the Course with Kuropro employees and selected partners, for which You will not receive compensation.
You may be able to increase Your sales by promoting Your Courses by using a coupon code. We can facilitate the creation of coupon codes after sending us a request by email.
We will pay You seventy percent (70%) of the Net Amount received for Your Course less any applicable deductions such as Student refunds (“Standard Revenue Share”). If Kuropro changes the Standard Revenue Share, we will provide you thirty (30) days notice via email or prominent notice on the Services. All revenue transactions are reported directly to the Content Provider by Us, in real time through an online spreadsheet.
So that We can pay you in a timely manner, you must have a Filipino bank account in good standing and keep Kuropro apprised as to the correct bank details associated with your account. Payment will be made within forty five (45) days of the end of the month in which the fee for a Course was received. You are responsible for providing Us with all identifying and tax information necessary for the payment of amounts due.
You understand and agree that You are responsible for any taxes on Your income. We reserve the right to withhold payment if we do not receive proper tax documentation. With regard to Value Added sales tax on the sale of Your Courses, Kuropro will automatically deduct from the sale price the applicable VAT.
If You wish to delete Your Content Provider Account, you must inform us either through written notice or through an email. We will use commercially reasonable efforts make any remaining scheduled payments due and owing to You prior to deleting Your Account. You hereby understand and agree that if Students have previously enrolled to Your Course, after Your Account has been deleted Your name and such Courses will remain accessible to those such Students who enrolled to Your Course.
From time to time, We may update these Content Provider Terms to clarify our practices or to reflect new or different practices, such as when We add new features, and Kuropro reserves the right to modify and/or make changes to these Content Provider 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 on Our Services. Other modifications will become effective on the day they are posted unless stated otherwise. If You continue to use the Services, after the effective date of any change, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Content Provider Terms as changed. The revised Content Provider Terms supersedes all previous Content Provider Terms.