This updated version takes effect from November 1, 2023.

THIS INSTRUCTOR AGREEMENT (the Agreement) takes effect this November 1, 2023 (the Effective Date).

This agreement is binding between the following parties:

You (Instructor), hereinafter referred to as (the Instructor / Licensor / You which expression shall where the context so admits include its successors-in-title and assigns) of the first part;

AND

Tesmo (SkillLearningHub), hereinafter referred to as (the Licensee/ SkillLearningHub which expression shall where the context so admits include its successors-in-title and assigns) of the other part.

The Licensor and Licensee may be individually referred to as the Party and collectively referred to as the Parties.

WHEREAS

1. The Licensor is the owner of the Work particularly described in this Agreement and has agreed to grant the Licensee the right to use the Work without restrictions.
2. The Licensee has accepted the right to use the Licensor Work and has agreed to comply with the terms and conditions of this Agreement.

1) DEFINITIONS

The following definitions shall apply to this Agreement:

Agreement means this Intellectual Property Assignment.

Disclosing Party means any Party who shares confidential or trade secret information with the Receiving Party under this Agreement.

Derivative Work means any work or works created by the Licensee that is based on the Licensor original Work or a combination of the Licensor Work or any other preexisting work.

Effective Date means the date of this Agreement.

Intellectual Property Rights means all the collective rights in relation to the Work and/or all Derivative Work. All title, interests and right over any trade secret, trade names, business names, domain names, registered trade marks, unregistered trade marks, designs, copyrights, inventions, computer programmes and/ or any original Work or any part of Derivative Works.

Licence has the same meaning as defined in clause 1 of this Agreement.

Party means either the Licensor or the Licensee.

Parties means the Licensor and Licensee collectively.

Purpose has the same meaning as defined in clause 2 of this Agreement.

Receiving Party means any Party who receives confidential or trade secret information from the Disclosing Party.

Value Added Tax means tax imposed on the sale and supply of goods and services in Nigeria in accordance with the Value Added Tax (Amendment) Act.

VAT means Value Added Tax.

Work means the work of intellectual property which is described as follows:

• Video Courses
• Audio Courses
• Lessons
• Quizzes
• Assignments
• Exams
• E-Books
• Student Projects (Bachelor / Master / PhD / Certification )
• Other contents uploaded by the Licensor

2) GRANT OF LICENCE

The Licensor is the owner and originator of the following intellectual property (the Work):

• Video Courses
• Audio Courses
• Lessons
• Quizzes
• Assignments
• Exams
• E-Books
• Student Projects (Bachelor / Master / PhD / Certification)
• Other contents uploaded by the Licensor

Subject to the terms and conditions of this Agreement, the Licensor hereby grants the Licensee a non-exclusive licence to use the Work (the Licence) without restriction and completely without any cost.

The Licensor shall deliver the Work to the Licensee in the following manner:

Uploading the intellectual property or content on our website or any other means as agreed by both parties.

3) USE OF THE INTELLECTUAL PROPERTY

Except the Parties agree otherwise the Licence permits the Licensee to use the Licensor Work for the following purpose (the Purpose):

You authorize SkillLearningHub to use your uploaded content in accordance with our terms and conditions, including for marketing and other commercial purposes. You give us permission to edit any uploaded content. Additionally, you give SkillLearningHub permission to transfer these rights to your uploaded content to other companies and for paid advertising on other platforms.

The Licensee may not use the Work for any other purpose other than the Purpose described above except with the prior written consent of the Licensor.

4) PAYMENT

After a learner pays for courses, eBooks, and exams on our platform, please note that a deduction will be applied accounting for any applicable transactional taxes, payment gateway charges and other applicable fees which may involve mobile platform payments. It covers various components, including service and maintenance fees,  advertising fees, ensuring the operational efficiency of our platform while maintaining financial transaction transparency for all users.

On SkillLearningHub, instructors receive 70% of the net revenue when a student purchases their content using an instructors coupon or referral link. Conversely, instructors receive 60% of the net revenue for sales made without the use of an instructor coupon or course referral link. These sales may stem from a user clicking on a SkillLearningHub advertisement or browsing the SkillLearningHub marketplace for courses.

If we change this payment rate, we will issue you two (2) weeks notice. The sales for your courses will be displayed in your report. Instructor should earn equal or above $100 to make a withdraw request.

Since the submitted materials are the instructors intellectual property, they have the right to set the prices of their uploaded courses or contents.

All instructor payments from SkillLearningHub are made through one of these payment methods:

1. Direct Deposit / Bank Transfer
2. PayPal
3. Western Union

Various currencies can be paid out using the above mentioned payment methods. If none of the above payment methods work for you, kindly contact us for us to know how best we can help you. All transfer charges and currency exchange fees are borne by the instructor.

We would like to bring your attention to an important update regarding currency conversion, payment options, and payout procedures on SkillLearningHub. As a global platform, we accept payments from students in various currencies.

There is a temporary limitation regarding currency conversion and the display of earnings on your Instructor dashboard on our platform.

As you may already know, our platform accepts payments from students in various currencies from around the world. However, at the moment, we are unable to automatically display the converted earnings of your courses in your chosen currency on your dashboard. We apologize for any inconvenience this may cause and want to assure you that we are actively working on a solution to address this issue.

Currently, on your Instructor dashboard, you will see your earnings for each course purchased under the Analytics tab. However, please note that the earnings displayed will be in the currency of your dashboard. We would like to clarify that this is not an accurate representation of your earnings, as the amount you see is the earning in the currency chosen by the buyer at the time of purchase.

To obtain accurate and detailed sales information for each of your courses, we offer a sales printout available as a CSV file. This sales printout includes the necessary data regarding the purchases made on your courses.

To request the sales printout for any of your courses, please contact us at

in********@sk**************.com











. Our dedicated support team will promptly assist you and provide the requested information.

Conversion at Withdrawal:

• Please note that the conversion of payments to your local currency or to the currency of your choice will occur during your withdrawal. This means that the conversion rate at the time of purchase may differ from the rate at the time of withdrawal.

No Liability for Rate Changes:

• SkillLearningHub bears no liability for any loss resulting from changes in the conversion rate. The rate applied during your withdrawal will be clearly indicated on your transfer slip for transparency.

Regarding your earnings, we want to assure you that during payout, you have the flexibility to choose your preferred currency for receiving payment. We can payout in various currencies. Kindly contact us during your withdrawal for the currency of choice. The currency you select will be the currency in which you will receive your earnings. You will receive your earnings in the local currency of your country if you are not able to receive payment in the currency of your choice.

To ensure transparency and clarity, the conversion rates from the various currencies used in purchasing your courses will be sent to you at your specific request and the conversion rate applicable for your payout will be clearly indicated on the payment slip. This way, you will have visibility into the conversion rate and the corresponding amount you will receive in your chosen currency. All money transfer charges are borne by the instructor.

We provide flexibility to which currency which you want to set as your dashboard currency.  To change the currency of your dashboard, please follow these steps:

1. Access the – My Account –  page.
2. Proceed to the – Account Details – section.
3. Locate the – Default Currency – option.
4. Select your preferred currency for payouts from the available choices.

We value your partnership and appreciate your understanding as we work to provide an optimal experience for both instructors and students on our platform. If you have any questions or require further assistance, please do not hesitate to contact our support team. We are here to assist you.

By uploading your course on our platform, you indicate your acceptance of all the terms and conditions stated herein. If you do not agree to any of these terms and conditions, please refrain from uploading your course.

The Licensor should clearly understand that there is no employer-employee relationship existing in this agreement. The Licensor is completely independent and has the responsibility to pay taxes to the responsible authority most especially when the Licensor is living outside Nigeria. Nigeria taxable portion of earnings will be collected by SkillLearningHub  and remitted to the responsible tax office in Nigeria. However, if the Licensor resides outside Nigeria, the Licensor is still responsible to pay taxes in the country of residence.

5) NON-ASSIGNMENT OF RIGHT

The Licensee hereby acknowledges and agrees that the right granted under this Agreement as a Licence and nothing in this Agreement shall be construed to be an assignment of the Licensor right in the Work.

6) SUB-LICENCE

The Licensee may sub-licence its rights under this Agreement provided that such sub-licence shall be in accordance to the terms and conditions agreed by the Parties.

7) OBLIGATIONS OF THE LICENSEE

In addition to any obligation provided under this Agreement, the Licensee shall have the following obligations:

(I) to use the Work only in accordance with the Purpose for which this Licence was created;

(II) to comply with the provisions of this Licence and all laws relating to the intellectual property licensed under this Agreement.

8) MODIFICATIONS

The Licensee may make modifications, alterations or changes to the Work without obtaining the prior consent of the Licensor.

9) WARRANTIES AND REPRESENTATIONS OF THE LICENSOR

The Licensor hereby makes the following warranties and representations to the Licensee:

(a) that the Licensor posses the entire rights and control of the Work being licensed under this Agreement;

(b) that the Licensor has the full legal authority and capacity to enter into and fulfill its obligations in this Agreement;

(c) that the Licensor has obtained the relevant authority to grant the Licence to the Licensee;

(d) that except as disclosed, the Licensor Work is free from any defect;

(e) that there are no threatened or existing claims, restrictions or legal impediments that may prevent the Licensor from fulfilling its obligations under this Agreement.

(f) Please be informed that you should not upload any digital content created before January 1, 2024, to our platform, except for courses that cannot become outdated. We strive to provide our learners with relevant and up-to-date content, and we appreciate your cooperation in helping us achieve this goal.

(g) that all digital contents were created by the Licensor. The digital contents were not bought or gotten from another source or website.

(h) that a promo video or intro video has been made which is for the purpose of introducing the course content on our website without any form of advertisement directing the users to another website or even to any social media contact or link.

(i) that the promo video or intro video is not longer than five (5) minutes.

(j) that you will provide your promo videos to us for free without any copyright to be uploaded on our YouTube page. Your affiliate link will be added to your intro / promo video on our YouTube page, thereby allowing you to earn commission should any student purchases your course by clicking on the affiliate link.

(k) that you will not upload any digital content on our website that exists or will be uploaded on YouTube or any other free website.

(l) that your digital contents (part or all) are not given for free or added as a bonus on another website.

(m) that no free digital content will be uploaded on our platform.

(n) that no form of advertisement should be included in any part of your digital contents. Do not advertise or share any private contact details, social media contact or any website link in any part of your digital contents.

(o) that no date of the creation of the digital content will be shown on the digital content. However, the digital content will not be created before January 1, 2024 as previously stated.

(p) that your profile and your description will be properly filled out without any external link or any social media contact added to your profile.

10) LICENSOR INDEMNITY

The Licensor agrees to indemnify and hold the Licensee harmless against any suit, action, damages, liabilities, expense of any kind whatsoever, loss, damage, judgement, settlements and any kind of loss that the Licensee may reasonably incur as a result of the Licensor breach of the warranties contained in this Agreement.

11) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

If any Party discovers any violation of Intellectual Property Rights of the Parties, that Party shall notify the other Party of the infringement and both Parties shall take all necessary actions, including but not limited to execution of documents and institution of legal action against the infringing party to protect and enforce both Parties Intellectual Property Rights.

12) TERM AND TERMINATION

The Licence shall commence on the date of the uploaded content and shall continue until terminated by either of the Parties, provided that a one month notice in writing has been issued to the other Party.

Termination is only possible after a minimum period of one (1) year after the digital content has been uploaded on our platform.

Upon termination, all rights granted to the Licensee under this Agreement, including the right to the use of the Work terminates automatically and the Licensee thereafter ceases to use the Work.

Immediately upon termination of this Agreement:

(I) Except as stated otherwise, all Intellectual Property Rights shall revert to the Licensor.

(II) The Licensee shall pay any outstanding Licensing Fees and all other fees that have accrued on the date of termination.

(III) The Licensee shall delete all materials, documents, patterns, designs or all other materials or information regarding the use of the Work to the Licensor.

13) CONFIDENTIALITY OBLIGATIONS

The Parties acknowledge that by virtue of this Transaction, they may have access to non-public confidential information and may also possess Trade Secret Information regarding the business operation of the other Party. Consequently, each Party agrees that such information is valuable and agrees to maintain the secret nature of such information. The Parties also acknowledge that depending on the circumstance, they may become the disclosing party or receiving party. In such terms, this confidential provisions shall be binding on the receiving party and enforceable by the disclosing party.

Confidential information includes all information or materials of whatever nature relating to the purpose disclosed by the Parties by sharing of any written material or by any oral or written statement whatsoever which includes but not limited to documents, techniques, practices, tools, specifications, inventions, patents, trademark, soft wares, drawings, programmes but shall not include the following information or data:

(I) which can be established by written records to be already known to the Receiving Party or the public at the time of the disclosure;

(II) which enters the public domain through no fault of the Receiving Party;

(III) is given by the Disclosing Party to third parties without any restrictions;

(IV) is given to the Receiving Party by any third party who is in possession of such information and has the legal right to disclose it; or

(V) that is required by law to be disclosed.

Trade secret information includes all formulas, pattern, designs, process, methods or other information that is not known or easily ascertainable to the general public.

The Parties hereby agree as follows:

(I) to take proper and reasonable measures to ensure the confidentiality of the confidential information under this Agreement;

(II) not to make public, publish or otherwise disclose in whole or part, any information relating to the practice, business dealings or other matters relating to this Transaction without obtaining the express consent of the other Party;

(III) not to use the confidential information for any purpose other than the purpose for which this Agreement was made.

Each Party agrees not to disclose the trade secret information or confidential information during and after the termination of this Agreement for as long as it remains a trade secret.

14) FORCE MAJEURE

Neither party shall before the Completion Date be liable for any failure to fulfill any term of this Agreement if the fulfillment has been delayed, hindered, interfered with or prevented by force majeure which for the purposes of this Agreement shall mean any circumstances:

(I) which is beyond a party control;

(II) which such party could not have reasonably avoided or overcome; and

(III) which is not attributable to the other party.

Without prejudice to the generality of the foregoing, force majeure shall include the following events and circumstances:

(I) war, hostilities, or invasion;

(II) rebellion, terrorism, revolution, insurrection, military or usurped power;

(III) riot, civil disorder or other acts which may reasonably affect the ability of the party to fulfill its obligations under this Agreement.

15) ARBITRATION

The Parties agree to use their best endeavours to negotiate and settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably.

Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004 or any statutory re-enactment or modification thereof.

The tribunal shall consist of 2 arbitrators who shall be elected in the following manner:

• Each party shall appoint one arbitrator.
• The arbitration proceedings shall be held in: Lagos, Nigeria and conducted in English language.
• Each Party shall bear their own cost and expenses in relation to the arbitration proceedings except where an award has been made by the arbitrators for cost to be borne by a particular Party.
• The decision of the arbitrator(s) shall be final and binding on all the Parties and shall be enforced by any competent court in Lagos, Nigeria.

16) NOTICES

All notices or communication given or made under this Agreement shall be in writing.  Any Party may designate a different email address by providing notice in writing to the other Party.

Please be informed that as an instructor on SkillLearningHub, it is crucial to maintain professional conduct and adhere to the guidelines of our platform. This notice serves as a reminder of our expectations and requirements to ensure a high-quality learning experience for our users.

1. Advertising Restrictions: SkillLearningHub is strictly intended for the purpose of imparting and acquiring skills and knowledge. Instructors are strictly prohibited from using SkillLearningHub as an advertisement platform to redirect students to external websites or services. Any violation of this policy will result in the instructor not receiving a commission from the sale of their course.
2. Recorded Live Sessions: All live sessions conducted on SkillLearningHub will be recorded and uploaded to the platform. This ensures that learners have access to the content even if they miss the live session. The access duration to the recorded sessions depends on if the payment was made on a one-time or subscription basis. The standard revenue sharing percentage, as stated in our agreement, will apply to these recorded sessions.
3. Course Duration: Please note that all courses uploaded on SkillLearningHub are required to have a minimum duration of one year to remain on the platform. There is no maximum duration limit, allowing learners to access the course at their own pace and convenience.

We kindly remind all instructors to review and comply with these requirements to maintain a professional and consistent learning environment on SkillLearningHub. By adhering to these guidelines, you contribute to the positive reputation and value of our platform.

Failure to comply with any of the above requirements may result in appropriate actions, including the termination of your instructor account and the removal of your course from SkillLearningHub.

17) ASSIGNMENT

This Agreement shall be binding on successors of the Parties. The rights granted under this Agreement shall not be transferred, sold, assigned, sub-leased to any party without the consent of the other Party.

18) ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and shall supersede any prior written or oral agreement made between the parties.

19) SEVERABILITY

If any part of this Agreement is held unenforceable, the remainder of this Agreement shall continue to be in force and have effect.

20) WAIVER

Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, omission or failure to exercise or enforce any right shall be construed as waiver or subsequently compel the strict compliance of the provisions of the Agreement.

21) VARIATION

This Agreement may be amended or varied by the Licensee and such variation should be communicated through either email or pop-up notice on the website. This will be binding. The Licensors are encouraged to read this Agreement from time to time to get the most updated information.

22) APPLICABLE LAW

This Agreement shall be governed and construed in accordance with the Laws, regulations or guidelines of the Federal Republic of Nigeria.