Contact for queries click here

Terms

  • Online Course Subscription Agreement
  • Customer Courses
  • Reporting API
  • Online Instructor Agreement
  • Non-Compete and Non-Solicitation Agreement
  • Exclusivity Agreement

 

BJJFAQ.COM LLC for Online Course Subscription Agreement

This Agreement was last updated on October 1, 2018.

This Subscription Agreement (“Agreement”) governs the access and use of BJJFAQ.COM LLC for Business.

1. Definitions. As used herein:

1.1 “Administrator” is an individual appointed by Customer who has the ability to customize the Customer Account, manage Users, access Insights and related reporting, access BJJOnlineCourses.com Administrator Tools, and populate the Customer Account with Subscription Courses or Marketplace Courses.

1.2 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.3 “Course API” means an application programming interface that, if elected by Customer in the Order Form, allows Customer to access certain information relating to Subscription Courses, Marketplace Courses, or Customer Courses, including but not limited to course title and similar information, and shall be subject to the additional terms set forth below.

1.4 “Customer” means the party entering into an Order Form with BJJFAQ.COM LLC, or otherwise signing up to use BJJOnlineCourses.com.

1.5 “Customer Personal Data” includes the personal data (as defined by applicable law) that Customer, Administrator or User enters into or delivers to BJJOnlineCourses.com as necessary to access BJJOnlineCourses.com.

1.6 “Customer Courses” are courses that, if elected by Customer in the Order Form, Customer may elect to create using its own content or license from third parties and upload such content to their Customer Account for use by their Users, and shall be subject to the additional terms set forth below.

1.7 “Customer Account” means the site where Users access the Subscription Courses and any Marketplace Courses licensed by Customer, and where Administrators may access the BJJOnlineCourses.com Administrator Tools and Insights.

1.8 “Insights” means the functionality which allows an Administrator to access reporting on User adoption, course consumption, and User activity.

1.9 “Marketplace Courses” are those courses that BJJFAQ.COM LLC generally offers on the Site, but which are not offered as Subscription Courses, but may be added to the Customer Account separately by Customer as set forth in Section 7.

1.10 “Optional Features” are additional service offerings Customer may elect to utilize as part of BJJOnlineCourses.com, including but not limited to Customer Courses and the BJJOnlineCourses.com Add-Ons.

1.11 “Order Form” means an ordering document (whether online or otherwise) entered into by BJJFAQ.COM LLC and Customer, which is incorporated into this Agreement, and specifies the services to be provided by BJJFAQ.COM LLC and the fees related thereto. By entering into a Order Form hereunder, an Affiliate of either party agrees to be bound by the terms of this Agreement as if it were an original party hereto.

1.12 “Reporting API” is an application programming interface that, if elected by Customer in the Order Form, allows Customer to access certain information relating to the Customer and its Users’ use of BJJOnlineCourses.com and the Customer Account such as completion, and shall be subject to the additional terms set forth below.

1.13 “Site” means BJJFAQ.COM LLC’s website located at www.BJJFAQ.COM LLC.com, on which BJJFAQ.COM LLC offers various online courses and related services.

1.14 “SSO or “Single Sign-On” is a capability, if elected by Customer in the Order Form, which enables Users to log in to BJJOnlineCourses.com without the need to disclose user passwords, and shall be subject to the additional terms set forth below.

1.15 “Subscription Courses” are courses offered by BJJFAQ.COM LLC as part of BJJOnlineCourses.com that Users will be able to access upon Customer’s payment of the Subscription Fees and set-up of the Customer Account.

1.16 “Subscription Fees” are the fees charged to a Customer by BJJFAQ.COM LLC for access to BJJOnlineCourses.com on a per-User basis, including the fees related to BJJOnlineCourses.com Add-Ons, if elected.

1.17 “BJJOnlineCourses.com” is BJJFAQ.COM LLC’s proprietary service that permits Customer to, among other things:

(a) configure their Customer Account;

(b) invite new Users;

(c) assign Users into groups;

(d) assign courses to individuals or groups;

(e) access Subscription Courses;

(f) elect which Marketplace Courses to add to their Customer Account, if any;

(g) upload Customer Courses and make Customer Courses available for Users;

(h) invite Users to access and enroll in courses;

(i) allow Administrators access the BJJOnlineCourses.com Administrator Tools; and

(j) if selected in the Order Form, add any BJJOnlineCourses.com Add-Ons.

1.18 “BJJOnlineCourses.com Add-Ons” means collectively, Single Sign-On, Course API and Reporting API.

1.19 “BJJOnlineCourses.com Administrator Tools” means the functionality made available to an Administrator that may be used to: add and remove Users, assign Users to groups, assign names to such Groups, view User course consumption and activity, run and export reports of such consumption and activity, and run other reporting features of BJJOnlineCourses.com that BJJFAQ.COM LLC may make available to Customer from time to time.

1.20 “Users” means the employees and contractors (including Administrators) Customer authorizes to access and use the Customer Account.

1.21 “BJJOnlineCourses.com Privacy Statement” means the privacy statement located here

2. Customer Account. Customer shall select a unique URL identifier for the Customer Account. Customer will appoint at least one Administrator, who will be responsible for the configuration of the Customer Account, set up User accounts and run reports via Insights. Customer, Administrator and Users shall be responsible for maintaining the security of passwords. All Subscription Courses and Marketplace Courses are subject to any restrictions placed on them by the instructors for such courses, which restrictions can be found on the course landing page. Subscription Courses and Marketplace Courses are available only so long as: (a) Customer continues to pay the Subscription Fees; and (b) BJJFAQ.COM LLC continues to have the right to offer such Subscription Courses. From time to time, BJJFAQ.COM LLC may need to remove Subscription Courses from Customer Account, and in those circumstances, will use its best efforts to secure from the instructor a transition period and the right for enrolled Users to continue to access such courses during such transition period, and will endeavor to give notice of such a transition as far in advance as possible. Upon termination of this Agreement, Users will no longer have access to any Subscription Courses or Marketplace Courses.

3. Optional Features. Customer may add BJJOnlineCourses.com Add-Ons by entering into an Order Form for such BJJOnlineCourses.com Add-Ons, and paying any applicable fees. If Customer elects to use any of the Optional Features in the Order Form, then Customer will have access to such Optional Features, subject to the terms set forth below.

4. License to the Site, BJJOnlineCourses.com and the Customer Account. Subject to the terms and conditions of this Agreement, BJJFAQ.COM LLC grants to Customer and its Affiliates, exercisable by and through its Users, a limited, nonexclusive, royalty-free, revocable (for breach), nontransferable, and non-sublicensable, right and license during the term of this Agreement to access BJJOnlineCourses.com for the purpose of creating a Customer Account, and provisioning access to the Customer Account to Users. For avoidance of doubt, this Agreement shall only apply to Customer’s and its Users’ use of BJJOnlineCourses.com, and shall not apply to any other offerings available on the Site. Unless Customer has elected to include the Single Sign-On capability, Users will access the Customer Account by logging in through the Customer Account. In all of its activities under this Agreement, Customer assumes full responsibility for its Administrators’, Users’ and Affiliates’ compliance with the terms and conditions of this Agreement and for securing any necessary consents from its Users to access and use their personal information and for ensuring that such access and use conforms with applicable laws, including, without limitation, privacy laws.

5. Restrictions.

5.1 In the course of all of its activities under this Agreement, Customer shall not permit its Users or any third party under its control to:

(a) provide incorrect or knowingly false information; copy, distribute, modify, reverse engineer, deface, tarnish, mutilate, hack, or interfere with BJJOnlineCourses.com, the Site, or any Subscription Courses or Marketplace Courses;

(b) frame or embed the Customer Account or any Subscription Courses or Marketplace Courses;

(c) 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 BJJOnlineCourses.com;

(d) scrape, spider, use a robot or other automated means of any kind to access BJJOnlineCourses.com, the Customer Account or Subscription or Marketplace Courses other than as expressly authorized by BJJFAQ.COM LLC;

(e) rent, timeshare, lease or otherwise permit third parties other than Users to access or use the Customer Account or Subscription or Marketplace Courses;

(f) 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 BJJOnlineCourses.com;

(g) post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, infringing, defamatory or libelous content or information through BJJOnlineCourses.com;

(h) impersonate another person or gain unauthorized access to another User’s or third party’s account;

(i) solicit personal information from any instructor or other student;

(j) use BJJOnlineCourses.com or any courses for any purpose or in any manner that is unlawful or that infringes the rights of others; and/or

(k) share login access to BJJOnlineCourses.com among multiple individuals.

In the event that BJJFAQ.COM LLC determines that any User has violated the restrictions set forth in this Section 5.1, BJJFAQ.COM LLC reserves the right to terminate or suspend access to BJJOnlineCourses.com for such User.

5.2 Customer represents to BJJFAQ.COM LLC that all Users shall be Customer’s employees or contractors. Customer may not assign or transfer User access from one person to another except in connection with a change of job assignment or termination of employment.

5.3 Certain features of BJJOnlineCourses.com are not available for Customers on the BJJFAQ.COM LLC for Business Team Plan, including but not limited to: the ability to assign Users into groups or otherwise use the groups functionality, add Marketplace Courses into their Customer Account, assign courses to individuals or groups, utilize any Optional Features, or access any of the functionality in Insights.

5.4 Customer represents and warrants that all Users shall be at least 13 years old.

6. Instructor Interactions. As a marketplace for online learning, BJJFAQ.COM LLC does not hire or employ instructors to create Subscription Courses or Marketplace Courses. BJJFAQ.COM LLC disclaims responsibility or liability for any interactions between Users and the instructors of either Subscription Courses or Marketplace Courses. BJJFAQ.COM LLC is not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of instructors or Users, including, but not limited to, any User’s reliance upon any information provided by an instructor. BJJFAQ.COM LLC disclaims any liability from any injuries that may occur arising from a User’s participation in any fitness, health, or wellness courses available on BJJOnlineCourses.com. BJJFAQ.COM LLC does not control any third party content accessible on the Site or through BJJOnlineCourses.com and, as such, does not guarantee in any manner the reliability, validity, accuracy or truthfulness of such third party content. Customer also understands that by using the BJJOnlineCourses.com services, BJJFAQ.COM LLC may expose Users to third party content that Customer or its Users consider offensive, indecent, or objectionable. BJJFAQ.COM LLC has no responsibility to keep such content from Customer or its Users and BJJFAQ.COM LLC has no liability to Customer’s or its Users’ access or use of any third party content, to the extent permissible under applicable law.

7. Marketplace Courses. With the exception of BJJFAQ.COM LLC for Business Team Plan, Administrators may, at any time, elect to add Marketplace Courses to the Customer Account by using the functionality available in the Customer Account. Customer is under no obligation to add Marketplace Courses to the Customer Account. Customer acknowledges that Marketplace Courses are not provided as part of BJJOnlineCourses.com or as Subscription Courses, and may be subject to separate fees in addition to the Subscription Fees.

8. Fees and Payment. Customer will pay BJJFAQ.COM LLC the Subscription Fees as set forth in the Order Form(s) (whether online or otherwise). All fees shall be paid in US dollars and are non-refundable. Late payments shall be subject to 1.5% interest per month (or the maximum permitted by law), and all third-party collection costs. Customer shall be responsible for any sales, value-added, services, use or similar taxes (other than taxes on BJJFAQ.COM LLC’s income). Further, Customer shall pay all sums payable by it under this Agreement free and clear of all deductions or withholdings or rights of counter claim or set off unless required by law. If a deduction or withholding is so required, and except in the case of interest payments, Customer shall pay such additional amount as will ensure that the net amount received and retained by BJJFAQ.COM LLC equals the full amount which it would have received had the deduction or withholding not been required.

9. Confidentiality. Customer acknowledges that, in the course of activities under this Agreement, Customer will obtain information relating to BJJFAQ.COM LLC and BJJOnlineCourses.com which is confidential in nature (“BJJFAQ.COM LLC Confidential Information”), including, but not limited to, BJJOnlineCourses.com, and any related features, software, pricing details, and other information about BJJFAQ.COM LLC and BJJOnlineCourses.com’s operation. BJJFAQ.COM LLC acknowledges that it may obtain Confidential Information relating to Customer, including, but not limited to Customer Personal Data and Customer Courses (“Customer Confidential Information”) (BJJFAQ.COM LLC Confidential Information and Customer Confidential Information shall be collectively known as “Confidential Information”). During the term of this Agreement, and five years thereafter, and except as necessary to perform its obligations hereunder or as permitted under the Privacy Statement, each party (“Recipient”) agrees that it will not disclose Confidential Information of the other party (“Discloser”) without the prior written consent of Discloser unless such Confidential Information becomes part of the public domain through no fault of the Recipient, and that it will only use such Confidential Information for the purposes of this Agreement and in accordance with the Privacy Statement and applicable law. Each party acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of this section, and the Discloser shall be entitled to equitable relief in addition to whatever remedies it may have at law. Nothing in this Agreement is intended to limit either party from accessing or making available similar services or courses, including, without limitation, Customer’s (or Customer’s Users’ or employees’) use of another online education site, or BJJFAQ.COM LLC from offering Users the opportunity to enroll in courses other than the courses available on the Customer Account. To the extent that BJJFAQ.COM LLC processes Customer Personal Data of individuals in the European Economic Area, the parties will execute BJJFAQ.COM LLC’s Data Processing Addendum to govern such processing.

10. Customer and/or User Feedback. Customer and its Users may decide to send BJJFAQ.COM LLC unsolicited ideas, including ideas for new promotions, products, services, applications, technologies or processes or other ideas (collectively, “Feedback”). Customer is responsible and liable for any Feedback it or its Users submit to BJJFAQ.COM LLC and agrees that such feedback shall not be considered Customer Confidential Information. Customer agrees that by submitting Feedback to BJJFAQ.COM LLC, including any concepts, know-how or ideas, Customer hereby grants to BJJFAQ.COM LLC a perpetual, worldwide, non-exclusive, royalty- free, sublicenseable and transferable license to use, reproduce, distribute, sell, exploit, prepare derivative works of and display the Feedback for BJJFAQ.COM LLC’s (and its successor’s) business, including without limitation, for promoting and redistributing part or all of the Feedback (and derivative works thereof) in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting to Customer, Users or others. BJJFAQ.COM LLC is under no obligation to evaluate, review, or use any Feedback.

11. Term/Termination. The Agreement will commence as of the Effective Date and will continue until all Order Forms hereunder have expired or have been terminated. The initial term of each subscription shall be as specified in the applicable Order Form (the “Initial Term”). Except as otherwise specified in an applicable Order Form, and with the exception of Customers on the BJJFAQ.COM LLC For Business Team plan that have disabled auto-renewal on their Customer Accounts, subscriptions will renew automatically for additional terms of one (1) year until terminated by at least thirty (30) days’ notice prior to the end of the then-current term. Either party may terminate the Agreement upon thirty (30) days’ notice for a material breach unless such breach is cured during such thirty (30) day notice period. Upon termination for any reason, Customer will cease to use the Customer Account, BJJOnlineCourses.com and any Subscription Courses or Marketplace Courses, and each party will cease to use the other’s Confidential Information. Sections 5-19 of this Agreement, as well as any accrued rights to payment, will survive any expiration or termination.

12. WARRANTY DISCLAIMER. BJJFAQ.COM LLC PROVIDES BJJOnlineCourses.com, THE COURSES, AND OTHER MATERIALS HEREUNDER “AS IS” AND HEREBY DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, OR SECURITY.

13. Limitation of Remedies and Damages. BJJFAQ.COM LLC SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, OR (C) ANY LIABILITY HEREUNDER IN EXCESS OF THE SUBSCRIPTION FEES PAID BY CUSTOMER TO BJJFAQ.COM LLC IN THE TWELVE (12) MONTHS PRIOR TO THE DATE A CLAIM AROSE.

14. Indemnification.

14.1 For the purposes of this section, all materials that a party provides to the other or otherwise makes available pursuant to this Agreement shall be that party’s “Content.” BJJOnlineCourses.com and the Site (not including the Subscription Courses or Marketplace Courses) shall be “BJJFAQ.COM LLC’s Content.” The content Customer enters into the Customer Account (including Customer’s chosen URL identifier for the Customer Account), Customer Courses and Customer Personal Data shall be “Customer Content.” Marketplace Courses and Subscription Courses shall not be either party’s Content. Customer agrees to defend and indemnify BJJFAQ.COM LLC for any and all claims, allegations, infringements, investigations, losses, damages and fees (including court costs and all attorneys’ fees), without the right of apportionment arising from or relating in any way to (i) a breach by Customer of the restrictions in Section 5 of this Agreement, (ii) if applicable, with respect to any Customer Courses, a breach of the additional terms concerning Customer Courses set forth below, or (iii) a third party claim that the Customer Content infringes the intellectual property rights of any third party.

15. Export Compliance. The Site, BJJOnlineCourses.com, BJJOnlineCourses.com Administrator Tools, Insights, and any other BJJFAQ.COM LLC technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that neither it nor any of its Users are named on any U.S. government denied-party list. Customer shall not permit any User to access or use any Site, BJJOnlineCourses.com, BJJOnlineCourses.com Administrator Tools, and any other BJJFAQ.COM LLC technology in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

16. Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from a BJJFAQ.COM LLC employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, it shall use reasonable efforts to promptly notify BJJFAQ.COM LLC’s Legal Department at legal@BJJFAQ.COM LLC.com.

17. Publicity. BJJFAQ.COM LLC may include Customer in a list of customers and identify that Customer is a user of BJJOnlineCourses.com, post Customer’s name and logo on its website, and, with Customer’s consent, in promotional materials, subject to Customer’s usage standards.

18. Miscellaneous. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly cancelled. This Agreement, or any part thereof, may be modified by BJJFAQ.COM LLC, including the additional or removal of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Customer or its Users continued use of BJJOnlineCourses.com will be deemed to constitute acceptance by Customer of such modifications, additions, or deletions. This Agreement and any mutually executed Order Forms shall apply in lieu of the terms or conditions in any purchase order or other documentation that Customer provides, and all such terms and conditions are null and void and superseded by this Agreement and any mutually executed Order Forms.The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be deemed null and void, and the remaining provisions of this Agreement shall remain in effect. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by either party without consent, except in connection with an acquisition of that party, or merger or other change of control transaction. This Agreement shall be governed by the laws of the State of New York without regard to its conflicts of laws provisions and any legal claim, suit, action or proceeding arising out of this Agreement or the matters contemplated hereunder or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule and shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the City and County of Bronx, New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. EACH PARTY RECOGNIZES THAT THE DISCLAIMERS, LIABILITY LIMITS AND REMEDIES SET FORTH HEREIN ARE MATERIAL, BARGAINED FOR BASES FOR EACH PARTY’S DECISION TO ENTER INTO THIS AGREEMENT.

19. Liability Wavier. To the best of the “Customer” knowledge, “Customer” is in good physical condition and fully able to participate in this course. “Customer” is fully aware of the risks and hazards connected with the participation in Mixed Martial Arts, Brazilian Jiu-Jitsu, Judo, Wrestling, Muay Thai Kickboxing, Karate, Hapkido, Bootcamp Training, Weightlifting, or Aerobics, including physical injury or even death, and herby elect to voluntarily participate in said event, knowing that the associated physical activity may be hazardous to “Customer” and “Customer’s” property.

“CUSTOMER” VOLUNTARILY ASSUME FULL RESPONSIBILITY FOR ANY RISKS OR LOSS, PROPERTY DAMAGE, OR PERSONAL INJURY, INCLUDING DEATH, that may be sustained by “Customer”, or loss or damage to property owned by “Customer”, as a result of participation in this course. “Customer” further certifies that “Customer” is at least 18 years of age. If under 18, my parent/guardian has authorized the purchase of online courses from BJJFAQ.com LLC DBA: BJJOnlineCourses.com.

“Customer” hereby RELEASES, WAIVES, DISCHARGES, AND COVENANTS NOT TO SUE, BJJFAQ.com LLC DBA: BJJOnlineCourses.com, their officers, servants, agents, and employees (hereinafter referred to as RELEASEES) from any and all liability, claims, demands, actions and causes of action whatsoever arising out of or related to any loss, damage, or injury, including death, that may be sustained by “Customer”, or to any property belonging to “Customer”, while participating in physical activity, or while on or upon the premises where the event is being conducted. It is the “Customer’s” expressed intent that this release and hold harmless agreement shall bind the members of my family and spouse, if “Customer” is alive, and “Customer’s” heirs, assigns and personal representative, if “Customer” is deceased, and shall be deemed as a RELEASE, WAIVE, DISCHARGE, and CONVENTION TO SUE the above named RELEASEES.

“Customer” hereby further agree that this Waiver of Liability and Hold Harmless Agreement shall be constructed in accordance with the laws of the State of New York.

With the purchase of a course and subscription as a student , “Customer” acknowledges and represents that “Customer” HAS READ THE FOREGOING Waiver of Liability and Hold Harmless Agreement, UNDERSTAND IT AND AGREE TO IT VOLUNTARILY as “Customer’s” own free act and deed; no oral representations, statements or inducements, apart from the foregoing written agreements have been made; and the “Customer” EXECUTE THIS RELEASE FOR FULL, ADEQUATE AND COMPLETE CONSIDERATION FULLY INTENDING TO BE BOUND BY SAME.

20. Arbitration. Any controversy or claim rising out of or relating to use of this website shall be settled by binding arbitration in accordance with the rules of net-ARB.com.  The costs of arbitration shall be shared equally between the parties.  The arbitrator’s decision will be binding and may not be appealed. A judgment of a court having jurisdiction may be entered upon the arbitrator’s award.

Additional Terms for Optional Features

CUSTOMER COURSES

By electing Customer Courses on an Order Form and uploading Customer Courses to the Customer Account, the following terms shall be incorporated into this Agreement:

Customer, acting as an Instructor, represents, warrants, and covenants to BJJFAQ.COM LLC that:

1. Customer shall be responsible for all Customer Courses;

2. Customer shall own or have the necessary licenses, rights, consents, and permissions, and the authority to authorize BJJFAQ.COM LLC, 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 the Customer Courses on and through the Customer Account in the manner contemplated hereunder;

3. No Customer Courses shall infringe or misappropriate any intellectual property right of a third party;

4. Customer 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 Customer Courses or to any User;

5. Customer will not use the Customer Courses for any business other than for providing tutoring, teaching and instructional services to Students;

6. Customer will not engage in any activity that will require BJJFAQ.COM LLC 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;

7. Customer will not frame or embed the Customer Courses in a manner to embed a free coupon version of your course or other similar functionality intended to circumvent the Customer Account;

8. Customer will not impersonate another person or gain unauthorized access to another person’s Account;

9. Customer will not interfere with or otherwise prevent other Instructors from providing their services or courses; and

10. In addition, Customer agrees that any Customer Courses shall be considered Customer Content under Section 14 of the Agreement (Indemnification).

SINGLE SIGN-ON

By electing Single Sign-On on an Order Form the following terms shall be incorporated into this Agreement:

1. All capitalized terms not defined in these additional terms have the meanings given to them in the Agreement.

2. In these additional terms:

a. “SSO” or “Single Sign-On” means a capability that makes it possible for Users to log in to BJJOnlineCourses.com without the need to disclose user passwords to BJJFAQ.COM LLC.

b. “SSO Data” means email, password and other information about Customer and its Users that Customer must supply to the SSO Provider.

c. “SSO Provider” means a third party engaged by BJJFAQ.COM LLC, currently Ping Identity Corporation, that authenticates the SSO Data and permits access to BJJOnlineCourses.com.

3. BJJFAQ.COM LLC will make access to BJJOnlineCourses.com available by SSO. To access BJJOnlineCourses.com through SSO, both BJJFAQ.COM LLC and Customer must use the same authentication method. BJJFAQ.COM LLC’s SSO capability uses Secure Assertion Markup Language (SAML) as its authentication method, so Customer will need to be able to provide SSO Data through SAML to access BJJOnlineCourses.com through SSO. Once Customer is able to provide SSO Data in SAML format, Users may log into the Customer Account by providing their individual SSO Data to the SSO Provider, which will authenticate them and allow or deny access to the Customer Account. Using SSO ensures that none of the SSO Data is provided directly to BJJFAQ.COM LLC, minimizes the amount of Customer information resident on BJJFAQ.COM LLC systems, and thereby increases security. In this arrangement, the SSO Provider is engaged by BJJFAQ.COM LLC to provide the authentication services, and BJJFAQ.COM LLC assumes responsibility for the SSO Provider as a subcontractor for compliance with the relevant terms of this Agreement as to the SSO Data. Customer is responsible for ensuring that its systems are capable of providing SSO Data in SAML format. Customer may elect to implement SSO internally, or through a third party provider. To maintain the increased security enabled by SSO, BJJFAQ.COM LLC never has access to Customer systems, and so BJJFAQ.COM LLC assumes no obligation or responsibility under this Agreement in connection with those systems or any implementation of SSO on those systems. Each party is responsible for their costs and expenses associated with implementation of SSO, that is, BJJFAQ.COM LLC is responsible for costs of implementation of SSO on BJJFAQ.COM LLC systems and for the SSO Provider’s fees for providing authentication services, and Customer is responsible for costs of implementation of SSO on Customer systems and for any costs associated with third parties that Customer might engage to implement SSO on its systems.

4. BJJFAQ.COM LLC will invoice Customer for SSO pursuant to the Order Form. If Customer wishes to add Users to SSO beyond the number of Users shown in the Order Form, the price per User will be subject to additional fees and a minimum increment of Users. SSO is billed only on an annual basis. Customer shall pay all fees for SSO in accordance with the terms of the Agreement.

COURSE API

By electing Course API on an Order Form the following terms shall be incorporated into this Agreement:

1. All capitalized terms not defined in these additional terms have the meanings given to them in the Agreement.

2. In these additional terms:

a. “Course API” means an application programming interface that BJJFAQ.COM LLC makes available to Customer to access certain information relating to Subscription Courses, Marketplace Courses, and Customer Courses.

b. “API Course Data” means any and all information available through the Course API.

3. Grant of License and Restrictions. Subject to all the terms herein and the Agreement and payment of the Course API Fee, BJJFAQ.COM LLC grants Customer a nonsublicensable, nonexclusive, right use the Course API solely in connection with Customer’s access and use of BJJOnlineCourses.com and the Customer Account, in object code form only, for internal, non-commercial purposes. Except for backup purposes, Customer will not copy the Course API. BJJFAQ.COM LLC retains ownership of the Course API, all copies or portions, and all rights therein. BJJFAQ.COM LLC or its licensees (including without limitation instructors) retain ownership of all API Course Data. Customer will maintain the copyright notice and any other notices that appear on the Course API or API Course Data on any copies and any media. Customer will not (and will not allow any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Course API, (ii) provide, lease, lend, use for timesharing or service bureau purposes or, otherwise use or allow others to use the Course API or API Course Data for the benefit of any third party, or (iii) use the Course API, or allow the transfer, transmission, export, or re-export of the Course API or API Course Data in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department’s Office of Foreign Assets Control, or any other government agency. BJJFAQ.COM LLC may, from time to time, provide updates or upgrades to the Course API, or offer support for its use, but is under no obligation to do so.

4. Warranty Disclaimer. BJJFAQ.COM LLC PROVIDES THE COURSE API “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, BJJFAQ.COM LLC DOES NOT WARRANT RESULTS OF USE OR THAT THE COURSE API IS BUG FREE OR THAT ITS USE WILL BE UNINTERRUPTED OR PRODUCE ANY RESULTS.

5. BJJFAQ.COM LLC will invoice Customer for the Course API pursuant to the Order Form. Customer shall pay all fees for the Course API in accordance with the terms of the Agreement

REPORTING API

By electing Reporting API on an Order Form the following terms shall be incorporated into this Agreement:

1. All capitalized terms not defined in these additional terms have the meanings given to them in the Agreement.

2. In these additional terms:

a. “Reporting API” means an application programming interface that BJJFAQ.COM LLC makes available to Customer to access certain information relating to Customer and its Users’ use of BJJOnlineCourses.com and the Customer Account.

b. “API Data” means any and all information available through the Reporting API.

c. “API Course Data” means any information available through the Reporting API that is part of Subscription Courses, Marketplace Courses, or Customer Courses, including, without limitation, the title, instructor, description, URL and content.

3. Grant of License and Restrictions. Subject to all the terms of this Attachment and the Agreement and payment of the Reporting API Fee, BJJFAQ.COM LLC grants Customer a nonsublicensable, nonexclusive, right use the Reporting API solely in connection with Customer’s access and use of BJJOnlineCourses.com and the Customer Account, in object code form only, for internal, non-commercial purposes. Except for backup purposes, Customer will not copy the Reporting API. BJJFAQ.COM LLC retains ownership of the Reporting API, all copies or portions, and all rights therein. BJJFAQ.COM LLC or its licensees (including without limitation instructors) retain ownership of all API Course Data. Customer retains ownership of any API Data that is not API Course Data, subject to the limitations set forth in the Agreement and applicable law. Customer will maintain the copyright notice and any other notices that appear on the Reporting API or API Course Data on any copies and any media. Customer will not (and will not allow any third party to) (iii) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Reporting API, (iv) provide, lease, lend, use for timesharing or service bureau purposes or, otherwise use or allow others to use the Reporting API or API Course Data for the benefit of any third party, or (iii) use the Reporting API, or allow the transfer, transmission, export, or re-export of the Reporting API or API Course Data in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department’s Office of Foreign Assets Control, or any other government agency. BJJFAQ.COM LLC may, from time to time, provide updates or upgrades to the Reporting API, or offer support for its use, but is under no obligation to do so.

4. Warranty Disclaimer. BJJFAQ.COM LLC PROVIDES THE REPORTING API “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, BJJFAQ.COM LLC DOES NOT WARRANT RESULTS OF USE OR THAT THE REPORTING API IS BUG FREE OR THAT ITS USE WILL BE UNINTERRUPTED OR PRODUCE ANY RESULTS.

5. BJJFAQ.COM LLC will invoice Customer for the Reporting API pursuant to the Order Form. Customer shall pay all fees for the Reporting API in accordance with the terms of the Agreement.


Online Instructor Terms Agreement 

When you sign up to become an instructor on the BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor program platform, you agree to abide by these Instructor Terms (“Terms“). These Terms cover details about the aspects of the BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program platform relevant to instructors and are incorporated by reference into our Terms of Use, the general terms that govern your use of our Services. Any capitalized terms that aren’t defined in these Terms are defined as specified in the Terms of Use.

As an instructor, you are contracting directly with BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program, Inc. (a New York Limited Liability Corporation in the United States), regardless of whether another BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program subsidiary facilitates payments to you.

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, 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 BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program 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 respond promptly to students and 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 courses; or
  • abuse BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program resources, including support services.

2. License to BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program

You grant BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program the rights detailed in the Terms of Use to offer, market, and otherwise exploit your Submitted 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.

Unless otherwise agreed (including within our Promotions Policy), you have the right to remove all or any portion of your Submitted Content from the Services at any time. Except as otherwise agreed, BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program’s right to sublicense the rights in this section will terminate with respect to new users 60 days after the Submitted Content’s removal. However, (1) rights given to students before the Submitted Content’s removal will continue in accordance with the terms of those licenses (including any grants of lifetime access) and (2) BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program’s right to use such Submitted Content for marketing purposes shall survive termination.

We may record all or any part of your Submitted Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. You grant BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program 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 BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program’s content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.

3. Trust & Safety

3.1 Trust & Safety Policies

You agree to abide by BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program’s Trust & Safety policiesRestricted Topics policy, and other course quality standards or policies prescribed by BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program from time to time. You should check these policies periodically to ensure that you comply with any updates to them. You understand that your use of the Services is subject to BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program’s approval, which we may grant or deny at our sole discretion.

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

  • an instructor 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;
  • an instructor engages in behavior that might reflect unfavorably on BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program or bring BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program into public disrepute, contempt, scandal, or ridicule;
  • an instructor engages the services of a marketer or other business partner who violates BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program’s policies; or
  • as determined by BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program in its sole discretion.

3.2 Co-Instructors and Teaching Assistants

The BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program platform allows you to add other users as co-instructors or teaching assistants for courses that you manage. By adding a co-instructor or teaching assistant, you understand that you are authorizing them to take certain actions that affect your BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program account and courses. BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program is not able to advise on any questions or mediate any disputes between you and such users. If your co-instructors have an assigned revenue share, their share will be paid out of your earned revenue share based on the ratios you have specified in your Course Management settings as of the date of the purchase.

3.3 Relationship to Other Users

Instructors don’t have a direct contractual relationship with students, so the only information you’ll receive about students is what is provided to you through the Services. You agree that you will not use the data you receive for any purpose other than providing your services to those students on the BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program platform, and that you won’t solicit additional personal data or store students’ personal data outside the BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program platform. You will indemnify BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program against any claims arising from your use of students’ personal data.

3.4 Anti-Piracy Efforts

We partner with anti-piracy vendors to help protect your courses from unauthorized use. To enable this protection, you hereby appoint BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program and our anti-piracy vendors 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 BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program and our anti-piracy vendors primary authority to file notices on your behalf to enforce your copyright interests.

You agree that BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program and our anti-piracy vendors will retain the above rights unless you revoke them by sending an email to admin@BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program.com with the subject line: “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.

4. Pricing

4.1 Price Setting

When creating a course, you will be prompted to select a base price (“Base Price“) for your course from a list of available price tiers. Alternatively, you may choose to offer your course for free. As a premium instructor, you will also be given the opportunity to participate in certain promotional programs under the terms of our Promotions Policy (“Promotional Programs“).

If you do not opt to participate in any Promotional Programs, we will list your course for the Base Price or the closest local or mobile app equivalent (as detailed below).

When a student purchases using a foreign currency, we will convert the relevant Base Price or Promotional Program price into the student’s applicable currency using a system-wide foreign currency conversion rate set by our merchant account processor (stripe.com).

You give us permission to share your courses for free with our employees, with selected partners for the purpose of marketing and enhancing your course presentation. In addition, in cases where we need to restore access accounts who have previously purchased your courses, You understand that you will not receive compensation in these cases.

4.2 Transaction Taxes

If a student purchases a product or service in a country that requires BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program 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).

4.3 Promotional Programs

BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program offers several optional marketing programs (Promotional Programs) in which you can choose to participate, as detailed in our general terms. These programs can help increase your revenue potential on BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program by finding the optimal price point for your courses and promoting them through additional marketing channels.

There is no up-front cost to participate in these programs, and you can modify your participation status at any time, though changes you make will not apply to currently active campaigns.

5. Payments

5.1 Revenue Share

When a student purchases your course, we calculate the gross amount of the sale as the amount actually received by BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program from the student (“Gross Amount“). From this, we subtract any Transaction Taxes, any mobile platform fees applied to mobile application sales, to calculate the net amount of the sale (“Net Amount“).

Your revenue share will be 40% of the Net Amount less any applicable deductions, such as student refunds. If we change this payment rate, we will provide you 30 days notice using prominent means, such as via email or by posting a notice through our Services.

BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program makes all instructor payments in U.S. dollars (USD) regardless of the currency with which the sale was made. We will assume transaction processing fees, excluding foreign currency conversion fees and wiring fees. Your revenue report will show the sales price (in US currency).

5.2 Receiving Payments

For us to pay you in a timely manner, you must own a Western Union, Stripe Connect or pay pal 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 W-9 or W-8) 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.

Depending on the applicable revenue share model, payment will be made within 30 days of the end of the month in which (a) we receive the fee for a course or (b) the relevant course consumption occurred.

As an instructor, you are responsible for determining whether you are eligible to be paid by a U.S. company. We reserve the right not to pay out funds in the event of identified fraud, violations of intellectual property rights, or other violations of the law.

If we cannot settle funds into your payment account after the period of time set forth by your state, country, or other government authority in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting those funds to the appropriate government authority as required by law.

5.3 Refunds

You acknowledge and agree that students have the right to receive a refund, as detailed in the Terms of Use. Instructors will not receive any revenue from transactions for which a refund has been granted under the Terms of Use.

If a student asks for a refund after we have paid the relevant instructor payment, we reserve the right to either (1) deduct the amount of the refund from the next payment sent to the instructor or (2) where no further payments are due to the instructor or the payments are insufficient to cover the refunded amounts, require the instructor to refund any amounts refunded to students for the instructor’s courses.

6. Trademarks

While you are a published instructor and subject to the requirements below, you may use our trademarks where we authorize you to do so.

You must:

  • only use the images of our trademarks that we make available to you, as detailed in any guidelines we may publish (such as our Instructor Badge Guide);
  • only use our trademarks in connection with the promotion and sale of your BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program courses or your participation on BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program; and
  • immediately comply if we request that you discontinue use.

You must not:

  • use our trademarks in a misleading or disparaging way;
  • use our trademarks in a way that implies that we endorse, sponsor, or approve of your courses or services; or
  • use our trademarks in a way that violates applicable law or in connection with an obscene, indecent, or unlawful topic or material.

7. Sanctions and Export Laws

You warrant that you aren’t restricted from using the Services under U.S. sanctions or export laws (as an individual or as an officer, director, or controlling shareholder of any entity on whose behalf you use the Services). If you become subject to such a restriction while you are subject to these Instructor Terms, you will notify BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program within 24 hours, and we will have the right to terminate any further obligations to you, effective immediately and with no further liability to you (but without prejudice to your outstanding obligations to BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program). You will not use the Services to conduct or facilitate any transaction with any other individual or entity subject to such a restriction. You may not remove, export, or allow the export or re-export of the Services (or any product thereof, including technical data) outside the U.S. in violation of any restrictions, laws, or regulations of the U.S. or any other applicable country.

8. Deleting Your Account

Instructions on how to delete your instructor account are available here. We’ll use commercially reasonable efforts to make any remaining scheduled payments that are owed to you before deleting your account. You understand that if students have previously enrolled in your courses, your name and that Submitted Content will remain accessible to those students after your account is deleted. If you need help or encounter difficulty deleting your account, you can contact us via our Support page.

9. Miscellaneous Legal Terms

9.1 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 BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program 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.

9.2 Translations

Any version of these Terms in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict.

9.3 Relationship Between Us

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

9.4 Survival

The following sections shall survive the expiration or termination of these Terms: Sections 2 (License to BJJFaq.com LLC (D.B.A BJJFrequentlyAskedQuestions.com, BJJOnlineCourses.com) Instructor Program), 3.3 (Relationship to Other Users), 5.2 (Receiving Payments), 5.3 (Refunds), 8 (Deleting Your Account), and 9 (Miscellaneous Legal Terms).

10. 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.

Non-Compete and Non-Solicitation Agreement

This is an Agreement between [Customer, acting as an Instructor] (“You”) and [BJJFAQ.com LLC DBA: BJJOnlineCourses.com] (“Company”).  The Agreement is effective upon the date of subscription as an instructor via BJJOnlineCourses.com (“Effective Date”).

In consideration of the instructor opportunity provided by [BJJFAQ.com LLC DBA: BJJOnlineCourses.com], You, intending to be legally bound, agree to the following:

  1. Term of Agreement.  This Agreement is effective on the Effective Date, and shall remain in effect throughout the term of your employment with the Company and for a period of one year thereafter.
  2. Limitations of this Agreement.  This Agreement is not a contract of employment. Neither You nor the Company are obligated to any specific term of employment.  This Agreement is limited to the subject matter of covenants not to compete or solicit as described in this Agreement.
  3. Covenant Not to Compete.  You agree that at no time during the term of your instructor opportunity with the Company will you engage in any business activity which is competitive with the Company nor work for any company which competes with the Company. 


During the course of your instructor opportunity, You agree not to work for or provide any services to any competitor of the Company.  Neither shall you engage in any competitive activity with respect to the Company.  Competitive activity includes, but is not limited to, forming or making plans to form a business entity to directly compete with any business of the Company.  This provision does not prevent You from seeking or obtaining employment or other forms of business relationships with a competitor after termination of employment with the Company so long as such competitor was in existence prior to the termination of your relationship with the Company and You were in no way involved with the organization or formation of such competitor.

  1. Non-solicitation. During the term of your instructor opportunity, and for a period of one (1) year immediately thereafter, You agree not to solicit any employee or independent contractor of the Company on behalf of any other business enterprise, nor shall you induce any employee or independent contractor associated with the Company to terminate or breach an employment, contractual or other relationship with the Company. 
  2. Soliciting Customers After Termination of Agreement.  For a period of one (1) year following the termination of your instructor opportunity and your relationship with the Company, You shall not, directly or indirectly, disclose to any person, firm or corporation the names or addresses of any of the customers or clients of the Company or any other information pertaining to them.   Neither shall you call on, solicit, take away, or attempt to call on, solicit, or take away any customer of the Company on whom You have called or with whom You became acquainted during the term of your employment, as the direct or indirect result of your employment with the Company.
  3. Injunctive Relief.  You hereby acknowledge (1) that the Company will suffer irreparable harm if You breach your obligations under this Agreement; and (2) that monetary damages will be inadequate to compensate the Company for such a breach.  Therefore, if You breach any of such provisions, then the Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.
  4. Severable Provisions.  The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.
  5. Modifications.  This Agreement may be modified only by a writing executed by both You and the Company.
  6. Prior Understandings.  This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement.   The Agreement supersedes all prior understanding, agreements, or representations. 
  7. Waiver.  Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.  No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver.  A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
  8. Jurisdiction and Venue.  Any controversy or claim rising out of or relating to use of this website shall be settled by binding arbitration in accordance with the rules of net-ARB.com.  The costs of arbitration shall be shared equally between the parties.  The arbitrator’s decision will be binding and may not be appealed. A judgment of a court having jurisdiction may be entered upon the arbitrator’s award.

 

EXCLUSIVITY AGREEMENT

This exclusivity agreement (hereby referred to as the “Agreement”) is entered into and made effective upon the date of subscription as an instructor via BJJOnlineCourses.com, between [BJJFAQ.com LLC DBA: BJJOnlineCourses.com] (hereby referred to as “A”) and [Customer, acting as an Instructor] (hereby referred to as “B”).

A and B have expressed interest in entering into an exclusivity agreement in regards to:

[ONLINE COURSES TO BE SOLD]

For the interest of both involved parties, and to show receipt and acknowledgment of this agreement, both parties agree to:

1. Exclusivity

The period of exclusivity will begin on digitally record date and time of a course’s creation pending approval by [BJJFAQ.com LLC DBA: BJJOnlineCourses.com] and conclude on digitally record date and time of a course’s date of closing for future students. During this period, A will not sell, promote, or solicit any property included within the Agreement to any other parties.

B agrees to provide property listed in the Agreement to A alone and no other sellers during the term of the Agreement. B also agrees to provide property in accordance with terms and conditions outlined in the Agreement for the entire term.

2. Items for Purchase

The property listed below is offered by A throughout the terms of this agreement:

[Online Courses]

3. Cost to Resell

A reserves the right to enforce and maintain set manufacturer’s recommended sale prices (MSRP) for all goods and property listed. B agrees to adhere to the MSRP prices during the entire term of the Agreement.


4. Non-Disparagement

Both parties agree that during the Agreement, along with a period of one (1) year after termination or completion of the Agreement, they will refrain from any statements or comments (in oral or written form) that could damage, disparage, or cause injury to the other party’s reputation.

5. Confidentiality

During the agreement, each party will have access to certain confidential information pertaining to the other party’s business. Both agree to keep all information confidential. Confidential information may also be returned to the owner upon request.

6. Dispute Resolution

Any controversy or claim rising out of or relating to use of this website shall be settled by binding arbitration in accordance with the rules of net-ARB.com.  The costs of arbitration shall be shared equally between the parties.  The arbitrator’s decision will be binding and may not be appealed. A judgment of a court having jurisdiction may be entered upon the arbitrator’s award.

If any provision in this agreement is found to be unenforceable or invalid, all other provisions will remain in effect. Both parties will be permitted to come to an agreement and replace the invalid provision with an enforceable, valid term.

This Section of The Agreement may not be modified or amended except through written agreement agreed upon and executed by both parties.

This Agreement is subject to the jurisdiction of [New York] as agreed between both parties.

Who’s Online

There are no users currently online
top
© BJJFAQ.com LLC. All rights reserved.

Login

Register

Create an Account
Create an Account Back to login/register
X