1. Key Definitions
“The Academy” is the Smart Healthy Women Academy.
As an Instructor you are contracting directly with Smart Healthy Women Academy, Inc., an entity based in the Commonwealth of Australia. Your contract remains between you and Smart Healthy Women Academy
3. 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 Smart Healthy Women Academy for any issues arising out of your use of any student related data.
4. Facebook Group
The Academy provides students access to our Smart Healthy Women Academy private Facebook group. As an Instructor you are required to join the group as a Mentor and to answer any questions posed by students taking your course provided the questions relate to material in your course, and within reason. Students may wish to work with you outside the Smart Healthy Women Academy platform after completing your course and they are free to do so, without interference or expectation by Smart Healthy Women Academy. Actively soliciting business in the Group without invitation by the Group Administrator is strictly prohibited.
As an Instructor, you represent, warrant, and covenant that:
- 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 Smart Healthy Women Academy, 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;
- No Submitted Content shall infringe or misappropriate any intellectual property right of a third party;
- 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;
- You will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libellous content or information;
- 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;
- You will not use the Services for any business other than for providing instructional services to Students;
- You will not engage in any activity that will require Smart Healthy Women Academy 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;
- 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;
- You will not impersonate another person or gain unauthorized access to another person’s Account;
- Your use of the Services are subject to Smart Healthy Women Academy’s approval, which We may grant or deny in Our sole discretion;
- 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;
- You will not interfere with or otherwise prevent other Instructors from providing their services or Courses;
- You will maintain accurate Account information;
- You shall respond promptly to Students and ensure a quality of service commensurate with the standards of your industry and instruction services in general;
- You are over the age of 18 and agree 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.
6. License to Smart Healthy Women Academy
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 Smart Healthy Women Academy 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.
Smart Healthy Women Academy reserves the right to remove Courses and Instructors at its sole discretion.
Smart Healthy Women Academy sets pricing for all courses, memberships and programs contained within The Academy.
As part of your participation on Smart Healthy Women Academy, you give us permission to share your Course, and information about you and the Course with Smart Healthy Women Academy employees and selected partners, for which you will not receive compensation outside of our Affiliate Program.
You acknowledge and accept that certain sales, campaigns or promotions may be limited in applicability and not all sales, campaigns, or promotions will apply to your Course.
You agree that your course and all other content provided by you is done so without payment either per course or per membership. You may, however, join our Affiliate Program and earn a generous commission for any referrals of any course or membership.
10. Deletion of Your Account
If you wish to delete your Affiliate account, you may do so contact Us via email at support@SmartHealthyWomenAcademy.com or via our Support Center, and we will make commercially reasonable efforts to respond to your request within 48 hours.
11.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 Smart Healthy Women Academy 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.
SMARTHEALTHYWOMENACADEMY.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING SMARTHEALTHYWOMENACADEMY.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF SMARTHEALTHYWOMENACADEMY.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
13. Representations and Warranties
You represent and warrant that:
13.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
13.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
13.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
14. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL SMARTHEALTHYWOMENACADEMY.COM’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless SmartHealthyWomenAcademy.com, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
17.1. You agree that you are an independent entity, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and SmartHealthyWomenAcademy.com. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Site or any other of your Site or otherwise, that reasonably would contradict anything in this Section.
17.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
17.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.
17.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
17.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
17.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
17.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
By contributing course material to Smart Healthy Women Academy, you consent to be bound by the terms of this agreement.