Vendor/Seller Participation Agreement


This Vendor/Seller Participation Agreement (“Agreement”) states the terms and conditions under which all living or non-living entities (hereinafter referred to as the “Sellers, Vendors”), who sell their offerings such as products and or services on the Uniform Resource Locator (i.e., URL) address of Instructor Online®, (hereinafter referred to as the “Instructor Online”) on the World Wide Web or the Internet known as www.instructor.online (hereinafter referred to as the “Site”), agree to operate.


This Agreement governs your use of the Site, including all of its content and its services (the

“Services”). To access the Site and/or use the Services to sell goods or services (collectively

“Products”), you must accept the following terms and conditions of this Agreement without change.




Instructor Online reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or the Services, at any time and at its sole discretion. Any changes will be effective upon posting of the revisions on the Site. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING INSTRUCTOR ONLINE’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS PARTICIPATION AGREEMENT, YOU MUST DISCONTINUE USING THE SITE AND THE SERVICES IMMEDIATELY AND PAY ANY OUTSTANDING BALANCE OWED TO COMMON PEOPLE SERVICES WITHIN THIRTY (30) DAYS OF TERMINATING YOUR USE.


  1. Eligibility. You must be legally capable of entering into contracts and assuming contractual obligations to use the Site and the Services. Minors are not allowed to use the Site or the Services. During registration, you must provide your real name, address, phone number, e-mail address, your correct/legal age, and any other required information and data. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the State/Country in which your business is registered and that you are registering for the Services within such State/Country; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder; and (c) you are currently in compliance with all applicable laws and regulations, and applicable license requirements, and will immediately terminate your use of the Site if at any time you fail to comply with an applicable law or regulation.


  1. Vendor/Sellers’ Listing Fees and Payment Terms. The fees described in this section that are in effect on the date a Product is sold shall govern the transaction. All fees are payable upon demand via a form of payment accepted by Instructor Online. By accepting the terms of this Agreement and listing Products for sale on the Site, you authorize Instructor Online to immediately and automatically charge your payment account when a sale is made for the amount you owe as described in the Membership and Listing Fees (2.a). In the event that Instructor Online is unable to receive an automated payment from you, your account may be automatically disabled and an additional fee may apply for reinstating your membership.


  1. Membership and Listing Fees. Instructor Online offers various membership options, some of which may

or may not charge a fee to list your Products on the Site. Some memberships and services may be

offered exclusively in collaboration with groups of local businesses. Membership fees and applicable

Listing fees can be found www.instructor.online/pricing-table. Instructor Online reserves the right to change these fees anytime in the future. In such an event, if it impacts your current membership, you will be given advance notice, and the option to terminate your participation.


  1. Participation Commission Fee.

To sell Products on the Site, Sellers must agree to pay a Participation Commission Fee to Instructor Online. A Participation Fee may apply on all orders received by Sellers, including orders that were cancelled, failed, or declined as of the last day of the month the order was received. A Participation fee may also include Buyer License Fee based corresponding to buyer licenses or login accounts desired by the Seller.


Vendor/Seller may request an exemption for the Participation Commission Fee with regard to an individual order if the order is cancelled in mutual agreement between the Seller and the buyer. Instructor Online has sole discretion in granting such an exemption and in determining if an order requested for exemption by the Vendor/Sellers is eligible.



  1. Online Payment Transactions. Instructor Online may allow Sellers to receive online payments on the Instructor Online Site for sale of their products. Many online payments may be administered using a third party application, which may include, but are not limited to, Amazon’s Payment Services, Authorize.Net, Paypal, and Paypal Payflow Link, Stripe. Unless otherwise specified in this document, online payments administered through third party applications are subject to any Terms and Conditions, which may include any of the third party application provider’s dispute resolution policies, associated with the corresponding third party application.


Instructor Online will not store Seller’s or Buyers’ credit card information (or other financial information that Instructor Online deems sensitive) on the Site when the information is entered into a third party application.


Seller’s Mailing Address. Seller guarantees that any provided address, is valid, accurate, complete,

and their own. Seller consents to the Site displaying or depicting any address they provide, including

their “Ship to” address. This consent extends to, but is not limited to, textual depictions and graphical

depictions on a third party map application, such as Google Maps. Seller further consents to

communicating any provided address to third party applications used on the Instructor Online Site.


  1. Cancellation of orders

Cancellation of Orders. Vendor/Seller may cancel orders for any reason in accordance to the Seller’s own independent Returns Policy and Terms and Conditions. Instructor Online retains the right to cancel orders in cases where it deems appropriate to do so due to service disruptions or other circumstances out of Instructor Online’s control. Any cancellation of order through Instructor Online only cancels the status on Instructor Online; Vendor/Seller is responsible for any other steps required to cancel orders on any third party applications.


Disruptions in Service. Instructor Online is not responsible for any damage or loss resulting from a disruption in service, including any disruption that results from a disruption in an Internet Service Provider’s service or from the Site being hacked or compromised in any way. Instructor Online shall not provide any compensation as a result of any disruption, and has sole discretion in reimbursing resulting damages. Instructor Online is not responsible for lost sales that may have occurred during any disruption in service.


Instructor Online is not responsible for any disruption in service to any third party applications.

Instructor Online may at its discretion put forth its best efforts to restore the service upon notification.


  1. Applicable Policies and Guidelines. You are required to abide by Instructor Online’s Procedures for

Conducting Sales on the Site (the “Procedures”), which are incorporated by reference into, and made

part of, this Agreement. The Procedures dictate required transactions processes and set out acceptable

conduct and prohibited practices. Instructor Online reserves the right to change these procedures and

guidelines at any time, and such changes will be effective immediately upon posting the amended

Procedures with or without notice to you. It is your responsibility to regularly refer to, understand,

and abide by the Procedures.

As a requirement for acceptance by Instructor Online and for ongoing use of the Instructor Online Site, Sellers/Vendors must maintain all licenses required by law to sell a given Product, and make available such licenses for inspection by Buyers and by Instructor Online, when requested. Further, Sellers/Vendors must maintain a return policy as applicable, for use of the Instructor Online Site and the Services offered to Buyers.


It is fully understood and agreed by Sellers that they are entirely responsible for all their actions while using the Instructor Online Site and performing any activity on the Instructor Online Site. If Sellers/Vendors make any mistakes on the Instructor Online Site that cause any monetary or other kinds of losses to the Sellers/Vendors, Instructor Online shall not be held liable for such losses and only the Sellers/Vendors shall be liable for such losses.




  1. Instructor Online may terminate service to Seller/Vendor at any time for non-payment of fees, Seller/Vendor’s communication of inaccurate or invalid information, or inactivity, without any prior notification, unless this document explicitly directs otherwise. Instructor Online may disable Seller/Vendor accounts that are registered under free membership on the Site upon 90 days of inactivity, even if Seller’s/Vendor’s information is accurate and valid, the product information is accurate and valid, and both the Seller and posting comply with the requirements of this and any other agreement between Seller/Vendor and Instructor Online. If Seller/Vendor is a paid member on the Instructor Online Site, Instructor Online will only terminate access for Seller/Vendor or remove Seller’s/Vendor’s postings upon violating the terms of this or any other agreement between Seller/Vendor and Instructor Online.


  1. Instructor Online is not responsible and makes no representations as to the validity of any information provided by Buyers or Sellers. Instructor Online does not necessarily agree with any information posted by Buyers and Sellers.


  1. The Instructor Online Site may, at time, be unavailable to buyers. Instructor Online shall not be liable for any harm to Seller occurring in connection with such unavailability, including lost sales. Unavailability may occur, for example, as a result of maintenance, hardware and/or software upgrades, security measures, or other reasons at the discretion of Instructor Online. The duration of such unavailability may be any length, but may, in many cases, last a few minutes to two hours. Instructor Online is not required to give any notice of unavailability, but Instructor Online may, at their discretion, give advance notice of unavailability when they able. Instructor Online will attempt to schedule any planned downtime during off peak hours between 12:00 am and 4 am Eastern Daylight Time.


Instructor Online Site’s Role. Instructor Online Site provides an online software platform for third-party sellers (“Sellers”) and buyers (“Buyers”) to negotiate and complete transactions for the sale of goods and

services that are not prohibited by the Procedures. Instructor Online Site is not involved in the actual

transaction between Sellers and Buyers. Further, Instructor Online Site is not the agent of either Sellers or

Buyers. Moreover, Instructor Online Site has no authority with regards to either Buyers or Sellers for any




Sellers may only offer to sell Products on the Site that are lawful and not prohibited to be offered for

sale by the Procedures. Under no circumstances may you offer to sell Products or make use on the

Site of material that (a) infringes any third-party intellectual property rights (including copyright,

trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or

privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal,

stolen, or fraudulent. It is the Seller’s responsibility to accurately describe the Products it is offering

to sell. As a Seller, you agree to use the Site and the Services at your own risk.


Seller understands that the accuracy of listings on the Site may be dependent on third party utilities whose functionality may be out of Instructor Online’s control. Unless explicitly expressed elsewhere in this agreement or another agreement between Seller and Instructor Online, Seller agrees that Instructor Online makes no representation as to the validity and operation of any third party utilities used on which the Site depends, and Instructor Online shall not be held liable for any harm resulting from their operation, malfunction, or non-availability. Instructor Online will make every attempt to keep all functionality with third party applications to be up to date. However irrespective of the reasons for the nonfunctionality, Instructor Online will not be held responsible.


Stipulations relating to specific examples of third party utilities are provided below:

  1. Stripe; b. Amazon Payments; c. Authorize.Net; d. Paypal; and e. Paypal Payflow Link;


The examples provided above are illustrative; the provisions of this document apply to any third party utility, and do not expand Instructor Online’s potential liability for third party utilities in any way.


  1. The Payment Service is available only to individuals and others who meet eligibility conditions

specified by Instructor Online and whose applications are acceptable to Instructor Online. Sellers waive any rights with respect to the Payment Service when shipping to an address other than that supported by the Payment Service.


  1. Seller may provide refunds or adjustments to Buyers for their Site purchases through any

functionality Instructor Online enables for your account, or by alternate means not supported by

Instructor Online. Instructor Online may modify or discontinue this functionality at any time without notice. The functionality is subject to the limitations in the terms of this Agreement.


  1. As a security measure, Instructor Online may, but is not required to, impose limits on some or all Buyers and Sellers relating to the total number of items in an order, value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time.


Instructor Online shall not be liable to Seller for: (i) not proceeding with a transaction, disbursement, or adjustment that would exceed any limit established by Instructor Online for a security reason, or (ii)

permitting a Buyer to withdraw from a transaction because the Payment Service is unavailable

following the commencement of a transaction.


  1. If Instructor Online concludes based on information available that Seller’s actions and/or performance in connection with the Services may result in Buyer disputes, chargebacks or other claims, then Instructor Online may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Agreement for the shorter of: (a) a period of 90 days following the initial date of suspension; or (b) completion of any investigation(s) regarding any Seller actions and/or performance in connection with this Agreement. Instructor Online shall not be liable to Seller if it acts consistent with the provisions of this Section.


  1. All notices will be sent by e-mail or will be posted on the Site or by any other means then specified

by Instructor Online. Instructor Online will send notices to Seller at the e-mail address maintained in

Instructor Online’s records for Seller. Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by Instructor Online. Seller will send notices to us using the functionality for contacting Instructor Online provided in the Procedures.


  1. There is no fee imposed by Instructor Online for registering for the Payment Service through Amazon or Paypal. The seller will bear full responsibility to work directly with Amazon and Paypal for any such reversals of transaction fees.


  1. Instructor Online reserves the right to refuse service to anyone for any reason. Instructor Online may earn interest or other compensation from the balances that might result from money owed to Seller by Instructor Online. Seller will bear all risk of fraud or loss. Instructor Online will not bear the risk of credit card fraud in connection with any of Seller’s products.


Instructor Online may obtain reimbursement of any amounts owed by Seller to Instructor Online by seeking such reimbursement from Seller by any lawful means. You authorize Instructor Online to use any lawful method to obtain reimbursement.


  1. Seller may terminate his or her participation in the Payment Service at any time by informing

Instructor Online using an approved method and Instructor Online may terminate Seller’s participation in the Payment Service at any time without notice to Seller. Upon termination, Seller must pay Instructor Online all fees incurred prior to the effective date of the termination, and any pending transactions will be canceled.





Seller agrees to resolve any dispute directly with Buyer in accordance with any terms and conditions of the Payment Application. For example, disputes regarding Amazon Payment Transaction should be resolved in accordance with Amazon’s A-to-z Guarantee.


Seller must register online with Instructor Online to use the Payment Service and must provide Instructor Online with true and accurate information when registering and must maintain and update that information

as applicable. Seller will not impersonate any person or use a name he or she is not legally authorized

to use. Seller authorizes Instructor Online to verify his or her information (including any updated

information), to obtain credit reports about Seller in order to approve Seller for use of the Site and

also from time to time while Seller is registered.


Rights Reserved by Instructor Online. Instructor Online retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to redesign, modify, remove and alter the content, appearance, design, functionality, and other aspects of

the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to

delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all

products in its sole discretion. Instructor Online may in its sole discretion withhold to investigate, refuse to

process, restrict shipping destinations for, stop and/or cancel any of your transactions. Seller’s

account may be suspended at any time for posting any inaccurate, illegal, abusive, or negative

content on the Site, including reviews, private communications, or comments. You agree to

immediately stop and/or cancel orders of your Products when instructed to do so by Instructor Online. If

you have already transferred your Products to a carrier or shipper before receiving instructions to

stop the transaction, you must use commercially reasonable efforts to stop and/or cancel delivery by

such carrier or shipper. You are required to refund any customer (in accordance with this Agreement)

that has been charged for an order that Instructor Online stops or cancels.


Instructor Online Participation. Employees of Instructor Online and its affiliates are permitted to participate

in their personal capacity (i.e., not as Instructor Online employees, representatives, or agents of

Instructor Online or its affiliates) in the transactions conducted through this Site (unless they have

confidential information about a particular item). Employees of Instructor Online and its affiliates, when

participating in any transaction in their personal capacity, are subject to this Agreement and the

Procedures as any Buyer or Seller on this Site.




Seller Taxes. Seller is expressly responsible for determining whether Seller Taxes apply to the

transactions and to collect, report, and remit the correct Seller Taxes to the appropriate tax authority.

Instructor Online is not obligated to determine whether Seller Taxes apply and is not responsible to collect,

report, or remit any sales, use, or similar taxes arising from any transaction. “Seller Taxes” means

any and all sales, goods and services, use, excise, import, export, value added, consumption and other

taxes and duties assessed, incurred or required to be collected or paid for any reason in connection

with any advertisement, offer or sale of products by you on or through the Site, or otherwise in

connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or

their respective employees, agents, contractors or representatives.



Returns and Refunds. Subject to Section 10.e., for all of your Products you will provide your

customer return and refund policies and accept and process returns, refunds and adjustments relating

to your products in accordance with this Agreement and the policies at the time of the applicable



In any event, at a minimum, your return and refund policies will be at least as favorable as any then current

refund policies published on the Site, and applicable to products sold via the Site.




Account Security. Your login account may be used to access the various functions provided by

the Site. You are solely responsible for maintaining the security of your password. You may not

disclose your password to any unauthorized third party and are solely responsible for any use of or

action taken under your account on this Site. If your password is compromised, you must change

your password immediately and notify Instructor Online of the incident.


  1. Illegal Activity
  2. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in

a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may

not register under a false name or provide any other false data. You may not impersonate any

participant or use another participant’s password(s). Such fraudulent conduct is a violation of federal

and state laws. Fraudulent conduct may be reported to law enforcement, and Instructor Online will

cooperate to ensure that violators are prosecuted to the fullest extent of the law.


  1. Investigation. Instructor Online has the right, but not the obligation, to monitor any activity and content

associated with this Site and investigate as it deems appropriate. Instructor Online also may investigate any

reported violation of its policies or complaints and take any action that it deems appropriate. Such

action may include, but is not limited to, issuing warnings, suspension or termination of service,

denying access, and/or removal of any materials on the Site, including listings. Instructor Online reserves

the right and has absolute discretion to remove, screen, or edit any content that violates these

provisions or is otherwise objectionable.


  1. Disclosure of Information. Instructor Online also reserves the right to report any activity that it suspects

violates any law or regulation to appropriate law enforcement officials, regulators, or other third

parties. In order to cooperate with governmental requests, to protect Instructor Online’s systems and

customers, or to ensure the integrity and operation of Instructor Online’s business and systems,

Instructor Online may access and disclose any information it considers necessary or appropriate, including

but not limited to user contact details, IP addressing and traffic information, usage history, and

posted content.



  1. Privacy; use of Instructor Online Transaction Information.
  2. Seller is responsible for reading and accepting the terms of Instructor Online’s Privacy Notice published

on The Site, which is subject to change without notice. You should check the Privacy Notice

frequently for changes. Instructor Online and its affiliates may communicate with you in connection with

your listings, sales, and the Services, electronically and in other media, and you consent to such

communications regardless of any “Customer Communication Preferences” (or similar preferences or

requests) you may have indicated on the Site or by any other means. When you use the Services,

some personally identifiable information about you, including your feedback and the e-mail address

associated with your account, may be displayed on the Site and may be viewed by potential buyers.


  1. You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any

order information or other data or information acquired by you or your affiliates from Instructor Online or

its affiliates (or otherwise) as a result of this Agreement, the transactions contemplated hereby or the

parties’ performance hereunder (collectively, ” Instructor Online Transaction Information”), except you

may disclose this information as necessary for you to perform your obligations under this Agreement,

provided that you ensure that every recipient uses the information only for that purpose and complies

with the restrictions applicable to you related to that information. The terms of this Section 18(b) do

not prevent you from using other information that you obtain separately from the Instructor Online

Transaction Information, even if such information is identical to Instructor Online Transaction

Information, provided that you do not target communications on the basis of the intended recipient

being a Site user.






































Indemnity/Limitation of Liability.

  1. Indemnity and Defense. You will defend, indemnify and hold harmless Instructor Online and its

affiliates (and their respective employees, directors, agents and representatives) from and against any

and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including

reasonable attorneys’ fees) arising out of any Claim that arises out of or relates to: (i) any actual or

alleged breach of your representations, warranties, or obligations set forth in this Agreement; or (ii)

your own website or other sales channels, the products you sell, any content you provide, the

advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any

intellectual property or proprietary rights by any products you sell or content you provide, or Seller

Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof:

“Claim” means any claim, action, audit, investigation, inquiry or other proceeding instituted by a

person or entity.










Disputes. Because Instructor Online is not the agent of either Seller or Buyer for any purpose, Instructor Online will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction. Instructor Online urges Sellers and Buyers to cooperate with each other to resolve such disputes.



Your Grant. By entering into this Agreement and listing an item, you grant Instructor Online a royaltyfree,

non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform,

display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially

or non-commercially exploit in any manner, any and all of the content you submit to Instructor Online and

its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or

other online point of presence (other than the Site) through which the Site and/or products or services

available thereon are syndicated, offered, merchandised, advertised or described; provided, however,

that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in nontext

form for branding purposes that are separate from and not embedded or otherwise incorporated

in any product specific information or materials) from the form provided by you (except to re-size

trademarks to the extent necessary for presentation, so long as the relative proportions of such

trademarks remain the same) and will comply with your removal requests as to specific uses of your

trademarks (provided you are unable to do so using standard functionality made available to you via

the Site or Services); provided further, however, that nothing in this Agreement will prevent or

impair Instructor Online’s right to use without your consent the content and any other materials provided

by you, to the extent that such use is allowable without a license from you or your affiliates under

applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid

license from a third party). You represent and warrant that you own or otherwise control all of the

rights to the content you submit to Instructor Online and its affiliates, and that the use of such materials by

Instructor Online and its affiliates will not infringe upon or violate the rights of any third party.



Termination. Instructor Online, in its sole discretion, may terminate this Agreement, access to the Site

or the Services, or any current transaction immediately without notice for any reason. Instructor Online, in

its sole discretion, also may prohibit any Seller from listing Products on the Site.



Agreement Not to Compete with Instructor Online

By utilizing the Site or the Services and the benefits they provide, you agree to not compete with

Instructor Online’s business model, which includes, but is not limited to, the Site and the Services, for at

least 2 years in or around any locality in which Instructor Online is operating its business model.

Competing with Instructor Online in violation of the non-competition agreement, such as by creating and

implementing a website providing services similar to the Site, shall subject you to an injunction and

liability for lost profits, in addition to all other available legal remedies.



General Provisions

  1. Entire Agreement. This Agreement, including any terms and conditions incorporated herein by

reference, and the general terms and conditions of the Site, including but not limited to the Policies agreements outlined in www.instructor.online/policies

constitutes the entire agreement of the parties with respect to the subject

matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims,

representations, and understandings of the parties in connection with the subject matter hereof.



  1. No Agency; Third-Party Beneficiary. Instructor Online is not the agent, fiduciary, trustee, or other

representative of you or your company. Nothing expressed or mentioned in or implied from this

Agreement is intended or shall be construed to give to any person other than the parties hereto any

legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and

all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be

and are for the sole and exclusive benefit of Instructor Online, you, and relying Buyers or Sellers.


  1. Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason

unenforceable, then that provision shall be deemed severable from these terms and conditions and

shall not affect the validity and enforceability of any remaining provisions.


  1. No Waiver. Instructor Online’s waiver of any of its rights or remedies described in this Agreement, if any, shall be effective only if the waiver is in a signed writing. No delay or omission by Instructor Online in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Instructor Online’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Instructor Online’s right to subsequently enforce such provision or any other provisions of this Agreement.


Instructor Terms & Conditions

These Instructor Terms & Conditions were last updated August 27, 2018.

If you are an Instructor, these Instructor Terms & Conditions (the “Instructor Terms”) contain the terms and conditions of Your participation as an Instructor via Instructor Online’s Services. This is a binding agreement between you and Instructor Online and is incorporated by reference into Instructor Online’s Terms of Use (“Terms of Use”).

Any version of these Instructor 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.

  1. Key Definitions

Base Price” means the course price set by the Instructor.

Base Currency” means the currency of the Base Price.

Base Exchange Rate” means a system-wide rate used by Instructor Online for foreign currency conversion and does not include any fee or mark-up by Instructor Online. The rate is established using one or more third parties and is fixed periodically. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.

Instructor Revenue” shall mean Net Amount less any refunds paid, as provided in Section 10 of the Terms of Use.

Gross Amount” means the amount actually received by Instructor Online for purchases by Students for Your Course. Please note that for mobile application sales, mobile platforms apply fees, such as Apple’s App Store or Google Play.

Net Amount” means Gross Amount, less (1) Taxes (pursuant to section 11); (2) for web sales, a three percent (3%) administrative and handling fee, except in the territory of Japan, where the administrative and handling fee shall be four percent (4%); and (3) any amounts paid in connection with Instructor Online’s Marketing Programs if You choose to opt-in (as further described below).

Sale Price” means the actual sale price for the Course. When the Sale Currency is different from the Base Currency, Instructor Online will determine the Sale Price based on the applicable Base Exchange Rate.

Sale Currency” means the currency of the sale. This is determined by the country of origin of the User purchasing the Course.

  1. Agreement

As an Instructor You are contracting directly with Instructor Online, Inc., a New York City corporation in the United States of America. Additionally, although We may utilize other Instructor Online subsidiaries to facilitate Your payments, Your contract remains between You and Instructor Online, Inc.

  1. Your Relationship with Students

Instructors do not have a direct contractual relationship with Students. The only information You will receive about Students is what is provided to You through the Services (“Student Related Data”). You understand and agree that You will indemnify Instructor Online for any issues arising out of Your use of any Student Related Data. Instructors are forbidden to share any personal information with the students and by doing so take any risks and are fully responsible for any consequences.

  1. Obligations

As an Instructor, You represent, warrant, and covenant that:

  1. You will visit www.instructor.online and complete the Instructor enrollment form and if You choose to charge fees for Your Courses, You will also need to agree again to the pricing terms which are presented to you during the paid Course creation process;
  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 Instructor Online, 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 Instructor 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 Instructor Online 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 Instructor 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 Instructor Online ‘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 Instructors 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. You are over the age of 18 or, if not, you are between the ages of 13 and 17 and a third party parent or legal guardian has agreed to these Instructor Terms, as well as all other of Our terms and policies as shall be posted on Our Services from time to time, and will assume responsibility and liability for Your performance and compliance hereunder.
  1. License to Instructor Online

You hereby grant Instructor Online a non-exclusive right and license to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the Submitted Content through the Services, and sublicense it to Users for these purposes directly or through third parties. For more information on how we may use Submitted Content please visit Our Privacy Policy. Notwithstanding the foregoing, and subject to the Instructor Terms, if you are an Instructor, unless specifically stated otherwise, You have the right to remove all or any portion of Your Submitted Content from the Services at any time. Removal of Your Submitted Content will terminate the foregoing license and rights sixty (60) days after such removal as to new Users, provided, however, that any rights given to Users prior to that time will continue in accordance with the terms granted to such Users.

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 Instructor Online 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.

  1. Trust & Safety

By agreeing to these Instructor Terms, You also agree to abide by the Trust & Safety policies found here: www.instructor.online/policies Trust and Safety and more specifically, the list of restricted topics found www.instructor.online/policies Restricted Topics. Please check both periodically as there will be minor changes made to the policies and restricted list from time to time. Instructor Online reserves the right to remove Courses and Instructors at its sole discretion, as described in our www.instructor.online/policies.

  1. Restricted Persons We Cannot Do Business With

You hereby warrant that You are not a Restricted Person (“Restricted Person”). For purposes of the Instructor Terms, You are a Restricted Person if You or any officer, director, or controlling shareholder of the entity on behalf of which You are using the Services is (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical, or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If You become a Restricted Person during the term of these Instructor Terms, You shall notify Instructor Online within twenty-four (24) hours, and Instructor Online shall 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 Instructor Online.

You agree that You shall not utilize the Services to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

  1. Payments

So that Company can pay you in a timely manner, you must have a PayPal account in good standing and keep Instructor Online apprised as to the correct email address associated with your PayPal account. Payment will be made within forty-five (45) days of the end of the month in which the fee for a Course/Product was received. You are responsible for providing Company with all identifying and tax information necessary for the payment of amounts due.

As an Instructor( Private Vendor), you are responsible for determining whether you are eligible to be paid by a US company.


Instructor Payment Data


If you are an instructor, you can link your PayPal, or other payment account to the Services to receive payments. When you link a payment account, we collect and use certain information, including your payment account email address, account ID, physical address, or other data necessary for us to send payments to your account. For security, Instructor Online does not collect or store sensitive bank account information. The collection, use, and disclosure of your payment and billing data is subject to the privacy policy and other terms of your payment account provider.


  1. Refunds

As an Instructor, you acknowledge and agree that Students have the right to receive a refund, as set forth in section 4 of Instructor Online’s  www.insructor.online/policies. Neither Instructors nor Instructor Online shall receive any payments, fees or commissions for any transactions for which a refund has been granted pursuant to section 4 thereof. In the event that a Student requests a refund for a Course/Class/Product after Instructor Online has sent an Instructor payment for that Course, Instructor Online reserves the right to require that Instructor to refund any amounts refunded to Students for Instructor’s Course to the extent no additional payments are due from Instructor Online to Instructor or such payments due to the Instructor are insufficient to cover the amounts refunded to Students.

  1. Taxes

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 sales tax on the sale of Your Courses, the following applies:

  1. European Union

In the event that the sale or delivery of a Course or any Submitted Content to any Student in the European Union is subject to any value added tax (“VAT”), under applicable law, Instructor Online will collect and remit the VAT to the competent tax authorities for sales of such Courses or Submitted Content to Students in the European Union. Instructor Online may at its Own discretion increase the Sale Price where Instructor Online is of the view that VAT may be due and Instructor Online will have a liability to account for such. You will indemnify and hold Instructor Online harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon on Your Instructor Revenue or otherwise.

  1. All Other Countries

For sales of any Courses or Submitted Content in countries other than the European Union, South Korea and Japan, You are responsible for following the requirements of the appropriate taxing authority related to sales tax on Your Courses/Products (which may be different to the tax authority in Your own location). Instructor Online is unable to provide You with tax advice and You should consult Your own tax advisor.

  1. Deletion of Your Account

If You wish to delete Your Instructor Account, You may do so by following the steps provided by Instructor Online support. 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 Student(s) have previously enrolled to Your Course(s), after Your Account has been deleted Your name and such Course(s) will remain accessible to those such Students who enrolled to Your Course(s). Should You require any assistance or encounter any difficulty in deleting Your Instructor Account You may also contact Us via email at support@instructor.online, and We will make commercially reasonable efforts to respond to Your request within 24 hours.

  1. Modifications to These Instructor Terms

From time to time, We may update these Instructor Terms to clarify our practices or to reflect new or different practices, such as when We add new features, and Instructor Online reserves the right to modify and/or make changes to these Instructor 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 Instructor Terms as changed. The revised Instructor Terms supersedes all previous Instructor Terms.


This Participation Agreement (“Agreement”) states the terms and conditions under which all living or non-living entities (hereinafter referred to as the “Instructors”), who sell their products and or services on the Uniform Resource Locator (i.e., URL) address of Instructor Online®, (hereinafter referred to as the “Instructor Online”) on the World Wide Web or the Internet known as www.instructor.online (hereinafter referred to as the “Site”), agree to operate.

  1. Permission to use Instructor Online’s marketplace. Independent Instructor acknowledges that Instructor Online provides an Internet-based marketplace for individuals seeking the services of an instructor to identify and retain the services of individuals seeking to provide teaching services. By entering into this Agreement, Independent Instructor seeks permission to access Instructor Online’s marketplace subject to the terms and conditions set forth in this Agreement.
  2. Instructor status. Independent Instructor acknowledges that Instructor Online provides only an Internet-based marketplace for individuals seeking the services of a teacher to identify and retain the services of individuals seeking to provide teaching services. Independent Instructor further acknowledge that Instructor Online does not directly or indirectly engage Independent Instructor to render any services whatsoever and that any engagement of Independent Instructor’s services through the Instructor Online website (“Site”) is undertaken exclusively by the individual who has selected Independent Instructor through the Site to provide tutoring services (“Instructor’s Student”). Neither this Agreement, the Terms of Use, nor use of the Site creates an independent contractor, employee/employer, partnership, joint venture, or franchiser-franchisee relationship between Independent Instructor and Instructor Online Site. It is the parties’ intention that Independent Instructor will be an independent business providing tutoring services and not an independent contractor of Instructor Online or Instructor Online ‘s employee for any purposes, including, without limitation, the application of the Fair Labor Standards Act minimum wage and overtime provisions or any similar state law, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state income tax law, or any local income tax law, any state workers’ compensation laws, any state unemployment insurance law, and any other federal or state law.
  3. Non-exclusivity. Independent Instructor and Instructor Online Site acknowledge that this Agreement is nonexclusive and Independent Instructor is free to engage in and simultaneously perform any employment or other services during the pendency of this Agreement. Nothing herein precludes Independent Instructor from advertising or providing Independent Instructor’s services to the general public. Hours/Cancellation Fee. Independent Instructor shall set Independent Instructor’s own hours and schedule Independent Instructor’s own sessions with Instructor’s Students. Independent Instructor shall determine Independent Instructor’s cancelation fee, if any, in the event a Instructor’s Student cancels or does not show for a session.
  4. Payment system. Independent Instructor agrees to abide by Instructor Online’s www.instructor.online/policies and agrees not to subvert the payment system or to divert funds ordinarily payable to Independent Instructor through Instructor Online. Prior to commencing tutoring sessions or meeting with Instructor’s Students for any purpose, Independent Instructor must define payment procedure for the lesson with the perspective student.       Payments for lessons can be made prior to the lesson or after the lesson has taken place. Instructor Online is not responsible for payments for sessions given before a prospective Instructor’s Student payment has been processed officially through the site. Independent Instructor will report the length of each session completed by recording the session on the Site so that Instructor Online may initiate collection of Independent Instructor’s fees if they have not yet been processed. If requested by Instructor’s Student and agreed to by Independent Instructor, then Independent Instructor will include a summary of service performed with the length of the session reported for solely for Instructor’s Student’s use. Subject to the review by the Instructor’s Student of the session times and session recordings have been submitted, Independent Instructor shall receive payment in accordance with Instructor Online Payment Policies.
  5. Expenses. Independent Instructor acknowledges that Instructor Online will not reimburse Independent Instructor for any expenses incurred by Independent Tutor related to Independent Instructor’s rendering of services, including, without limitation, expenses associated with preparing for and administering sessions, educational and other materials, and transportation.
  6. Supplies. Independent Instructor acknowledges that Instructor Online will not provide any supplies, materials or equipment required by Independent Instructor to complete the services for which Instructor’s Student retained Independent Instructor. Without notice or approval of Instructor Online, Independent Instructor may enter into an agreement or arrangement with Instructor’s Student whereby Instructor’s Student provides some or all of the supplies, materials or equipment necessary for Independent Instructor to render the services for which Instructor’s Student retained Independent Instructor.
  7. Taxes. Independent Instructor is responsible for all federal, state, and/or local taxes due as a result of the services Independent Instructor provides to Instructor’s Students. Neither federal, nor state, nor local income tax, nor payroll tax of any kind shall be withheld by Instructor Online on behalf of Independent Instructor. Independent Instructor understands that it is Independent Instructor’s responsibility to pay any applicable taxes.
  8. Benefits. Independent Instructor acknowledges that Independent Instructor is engaged in an independent business and not as an employee, and is not eligible to participate in any pension, health, or other fringe benefits plan of Instructor Online.
  9. Insurance. No Workers’ Compensation Insurance shall be obtained by Instructor Online for Independent Instructor. Independent Instructor understands that it is Independent Instructor’s responsibility to comply with the Workers’ Compensation Law.  Independent Instructor further understands it is Independent Instructor’s responsibility to obtain any other insurance coverage applicable to the services Independent Instructor provides to Instructor’s Students.
  10. Confidentiality. Independent Instructor acknowledges that, during the performance of services, Independent Instructor will have access to information relating to student’s identity, address, contact information, and other personal information or requests for services (“Confidential Information”). Independent Instructor agrees that Independent Instructor owes a duty to Instructor’s Students, during the term of this Agreement and thereafter, to hold all such Confidential Information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the services consistent with this Agreement.
  11. Instructor documents. Independent Instructor acknowledges that a copy of all documents created or received by Independent Instructor in connection with the administration of services performed hereunder (“Instructor Documents”) may be retained by Instructor Online and used for its administrative purposes. For purposes of this Agreement, Instructor Documents does not include materials solely associated with the teaching of Sessions including Session plans, notes, outlines, tests and homework and Instructor acknowledges these materials belong to the Independent Instructor.
  12. Indemnity and hold harmless clause. Independent Instructor agrees to indemnify and hold harmless Instructor Online, its subsidiaries, affiliates, other independent contractors and their respective directors, officers, employees and agents, from and against any and all claims, losses, expenses, costs, liabilities and damages (including any legal fee and expenses), any and all injuries, whether direct, consequential or incidental in nature, which result from, are connected with or arise out of the performance by Independent Instructor of work performed in relation to this Agreement, including any act by Independent Instructor inconsistent with Independent Instructor ‘s obligations and duties under this Agreement. Independent Instructor understands that Instructor Online offers an Internet-based marketplace for those seeking teaching services to connect with those seeking to provide teaching services. Accordingly, Instructor Online makes no representations to Independent Instructor about the suitability, character or background of any Instructor Online user (including, without limitation, Instructor’s Students or their parents or guardians), nor does Instructor Online perform any type of background check of users including, without limitation, Instructor’s Students or their parents or guardians). It is Independent Instructor ‘s sole duty to exercise Independent Instructor’s own judgment, protocols and/or standards when considering whether to engage in teaching services with a potential Instructor’s Students. Independent Instructor understands and agrees that it is Independent Instructor’s responsibility to conduct any and all background and reference checks regarding potential Instructor’s Students and other Site users. Independent Instructor is never obligated by Instructor Online to pursue any tutoring opportunity.
  13. Assignment. Independent Instructor may not assign or transfer this Agreement without the prior written consent of Instructor Online.
  14. Academic Dishonesty. Independent Instructor agrees not to use the Site to engage in academic dishonesty (e.g., completing assignments, writing papers, taking tests on someone’s behalf, or work completion in violation of conduct policies of a school, university, academic institution or workplace) or other misconduct involving a Instructor’s Student.


Instructors – Detailed Guidelines

  • DO answer questions politely and in a timely manner.
  • DON’T send rude, aggressive, or threatening messages to your students.
  • DON’T use Direct Messaging for mass-messaging students about promotions; the use of coupons, external links, marketing messages or references to the same are prohibited. We understand students can reach out with questions or requests, and it’s important for instructors to be responsive. When students reach out with specific questions, feel free to answer and direct them to appropriate resources. However, this is where we will take context into account.
    • For example, if an instructor is encouraging students within the course to send them Direct Messages asking for coupons, then it’s considered a violation of our policies when an instructor provides the coupon code through Direct Messaging.
    • On the other hand, if a student reaches out with a question about additional material, it’s not a violation if the instructor sends a link to their website where there may be additional information.
  • DON’T ask for or post personal information about students.

Students – Detailed Guidelines

  • DO ask instructors questions if you’d prefer not to participate in public course discussions.
  • DON’T send rude, aggressive, or threatening messages to instructors.
  • DON’T use Direct Messaging to spam or request free coupons or other material unrelated to the course.

When an instructor is clearly going against the spirit of Instructor Online policies in an attempt to game the system or if we see a severe negative impact on the student experience (high unsubscribe rates or refund rates) it’ll be considered a violation of our policies.











Class Cancellation /Refund Policies

-Technical difficulties

If the instructor is experiencing technical difficulties he/she has the right to cancel the scheduled online class. If the instructor is sick and cannot make it to class for any reason the same policy applies. In the even of class cancellation the instructor is then responsible to either 1) schedule a makeup class 2) provide a full refund to the student.


If for any reason a student purchased a class and the class took place, but the student is still unsatisfied with the class Instructor Online site does not hold any responsibility to provide a refund to the student. The student must then contact the instructor directly to find a viable solution.

If for any reason a purchased item: bookable product, product, course product is not satisfactory Instructor Online does not hold any responsibility for giving a full refund. Instructor Online staff will monitor the products provided on the site to the best of our ability to provide appropriate content for users. However, a private vendor holds all the responsibility for all the items being sold in the private vendor shop to the buyer.

Restricted Topics

Instructor Online forbids Instructors to publish courses, sell materials directly or indirectly related to a small number of restricted topics.  This subject matter is excluded due to concerns that can be either harmful or offensive to our members, or because it is non-educational content.

This list includes:

  • Sexually explicit content
  • Content relating to making, handling or using weapons
  • Content promoting violence or bodily harm
  • Hate speech or discriminatory language
  • Content enabling illegal or unethical behavior
  • Content that is intentionally misleading or deceptive
  • Content that violates any applicable national law
  • Harmful or otherwise inappropriate content

We reserve the right to add to and modify this list at any time. If you see a topic that you believe should not be on the platform, please contact us.





What are the Instructor Online rules for using the site?

1) No spam allowed, educational materials only

Absolutely no materials other than educational materials are allowed to be either sold, posted or taught by Instructors.

Students and Instructors are expected to have a safe and engaging learning experience and instructors teach for the love of sharing knowledge. Instructors: Once you’re on the Instructor Online platform, don’t try to sell other none educational products or spam each other with requests and offers.

2) Circumventing the Instructor Online platform

  • For instructors:Don’t direct Instructor Online students away from the Instructor Online platform push the envelope on what is and is not allowed, or search for loopholes in policies. We want our community of students to grow, as does every other instructor. When you cheat the system, the whole educational community loses out on having a common pool of engaged students who want to learn.
  • For students: Don’t harass instructors, ask for free coupons, or offer reviews in exchange for things. The community relies on a healthy interaction between students and instructors, as well as honest student feedback to understand which courses are right for them.

3) Professionalism on all levels

Our instructors actively collaborate and communicate with each other, and students and instructors have healthy and vibrant discussions through the course-taking experience. We ask that, in connection with those relationships, you’re respectful, honest, and considerate with students, instructors, and Instructor Online staff. Be a positive member of the Instructor Online community. Never ask for personal information, or post unoriginal content as your own.

4) Reporting errors/ misbehavior

If any violation occurs feel free to email us, or you’re unsure about a policy, at support@instructor.online. Our team reviews every report, will answer your questions, and determine whether there has been a violation of our policies.

What happens when there’s a violation of our policies?

Our students and instructors are typically good, responsible members of the educational community. We understand that everyone makes mistakes, and sometimes, you just don’t know what’s appropriate and not appropriate. That’s why, the first time there’s a violation, you’ll only receive a warning. We’ll provide resources to help you better understand our policies and learn how to work successfully on Instructor Online. We’re also happy to speak with you directly to help you better understand what’s okay and not okay.

We do expect you to be proactive about understanding and following Instructor Online policies. If we see another violation of any of our policies, there will be more severe consequences in the form of “strikes.” Each strike is recorded in our system, and instructors who repeatedly violate policies will eventually be removed from the Instructor Online platform.

Please note that we reserve the right to escalate strikes based on the severity of the violation. We will re-evaluate the strikes on an account each month.