CONTRACTOR AGREEMENT FOR DIALECTS.DANCE INSTRUCTORS

1. INTRODUCTION

Welcome to the Dialects.Dance Instructor Agreement (the “Agreement”). This Agreement sets forth the terms and conditions under which independent instructors provide content ("Content") to Dialects.Dance for use on our platform located at https://dialects.dance.

2. PARTIES

This Agreement is entered into by and between Dialects.Dance LLC, a New York / United States limited liability company with its principal place of business located at PO BOX 1589 Carmel NY 10512 USA ("Company") and you, the individual or entity completing the registration process to become an instructor ("Instructor" or “Instructors”).

3. PURPOSE OF AGREEMENT

The purpose of this Agreement is to establish the terms and conditions under which Instructors create and provide dance courses (“Course” or "Courses") to Company for distribution on our website https://dialects.dance (“Website”).

3.1 Scope of Work

  • Course Content: Instructors will create and upload Courses to the Website. Each Course will consist of a series of video lessons covering various aspects of dance as specified by the Instructor and approved by the Company.
  • Platform Distribution: The Company will make the Courses available to customers ("Subscribers") through a subscription-based model allowing Subscribers to access all available Courses on the Website.

3.2 Compensation Model

  • Revenue Sharing: Instructors will receive a percentage of the net income generated from Subscriber subscriptions. The percentage will be determined based on the proportion of total Course views attributed to the Instructor's content.
  • View-Based Calculation: The Company will calculate compensation based on the number of views each Instructor's Courses receive relative to the total views on the Website during a specified period.

3.3 Rights and Responsibilities

  • Instructor's Rights: Instructors retain ownership of their Courses and grant the Company a license to use, distribute, and promote the Courses on the Website.
  • Company's Responsibilities: The Company agrees to provide a platform for hosting and promoting the Courses, handle Subscriber billing, and provide timely and accurate compensation reports to Instructors.

4. INDEPENDENT CONTRACTOR RELATIONSHIP

The Instructor acknowledges and agrees that they are entering into this Agreement as an independent contractor and not as an employee of the Company. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between the Parties.

4.1 No Employee Benefits

As an independent contractor, the Instructor will not be entitled to any benefits provided to employees of the Company, including but not limited to health insurance, retirement benefits, paid time off, or workers' compensation.

4.2 Tax Obligations

The Instructor is responsible for reporting and paying all applicable taxes, including income tax and self-employment tax, arising from the compensation received under this Agreement. The Company will not withhold or pay any taxes on behalf of the Instructor.

4.3 Control and Autonomy

The Instructor retains the sole right to control and direct how the Courses are created, subject to the quality and content standards set forth by the Company. The Instructor shall provide all tools and equipment necessary for the creation of the Courses.

5. OWNERSHIP OF WORK

5.1 Instructor Ownership

The Instructor retains all rights, title, and interest in and to the Courses they create and provide under this Agreement, including any intellectual property rights. The Instructor acknowledges and agrees that they are the sole owner of the Courses and have the authority to grant the rights specified in this Agreement.

5.2 License to the Company

The Instructor grants the Company a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, publicly display, and perform the Courses on the Website. This license includes the right to sublicense these rights to third parties as necessary to fulfill the Company's operational and marketing needs.

5.3 Moral Rights Waiver

The Instructor hereby waives any and all moral rights in the Courses to the extent permitted by law. This waiver allows the Company to modify, adapt, and create derivative works from the Courses, provided that such modifications do not misrepresent the Instructor’s original work or intentions.

5.4 Protection of Intellectual Property

The Company agrees to take reasonable measures to protect the Instructor's intellectual property rights in the Courses and to notify the Instructor of any infringement the Company discovers. The Instructor is responsible for enforcing their intellectual property rights against third-party infringers.

5.5 Removal of Content

The Instructor may request the removal of their Courses from the Website by providing written notice to the Company. The Company will remove the Courses within five (5) business days of receiving such notice, subject to any obligations to current Subscribers.

6. RIGHTS AND OBLIGATIONS OF THE INSTRUCTOR

6.1 Scope of Content

The Instructor agrees to create and provide dance instruction courses for distribution on the Website. The Courses may cover any style or aspect of dance as chosen by the Instructor, subject to the approval of the Company.

6.2 Quality Standards

The Instructor agrees to ensure that all Courses meet the following quality standards:

  • Professional Video Production: Courses must be produced with high-quality video and audio, ensuring clear visuals and sound. The use of professional-grade equipment and editing software is encouraged to maintain a high production value.
  • Professional Content: The content of the Courses must be accurate, well-structured, and presented professionally. Instructors should demonstrate a high level of expertise in the dance styles and techniques they teach.
  • Non-Objectionable Content: Courses must not contain any material that is defamatory, offensive, or otherwise morally objectionable. Instructors must ensure that their content complies with all applicable laws and regulations and adheres to community standards.

6.3 Approval and Review

The Company reserves the right to review and approve all Courses before they are published on the Website. The Company may request changes or improvements to the Courses to meet the quality standards outlined above. Instructors are expected to comply with such requests within a reasonable timeframe.

The Company reserves the right, at its sole discretion, to decline to post or to remove any Instructor's content from the Website at any time. The Company may exercise this right without providing prior notice or a reason to the Instructor. This discretion is necessary to maintain the quality and standards of the Website and to ensure compliance with applicable laws and community guidelines.

6.4 Updates and Revisions

Instructors are encouraged to update and revise their Courses as necessary to ensure that content remains current and relevant. The Company may request updates to the Courses from time to time, and Instructors agree to make such updates promptly.

6.5 Compliance with Laws

The Instructor agrees to comply with all applicable laws and regulations in the creation and distribution of their Courses, including but not limited to intellectual property laws, privacy laws, and industry standards.

7. COMPENSATION

7.1 Compensation Structure

Instructors will be compensated based on the net profit generated from Subscriber subscriptions. Compensation will be calculated as follows:

  • Net Profit Calculation: Net Profit for the period is determined by subtracting all period expenses from the period's revenue. Expenses may include but are not limited to hosting fees, marketing costs, transaction fees, taxes, accounting fees, legal fees, and employee expenses.
  • Capital Investment Amortization: Expenses for capital investments, if any, will be amortized over a period of one year, with reasonable minimums for amortization when capital investment expense is incurred.
  • Operating Loss Forwarding: If any period results in an operating loss, that loss will be carried forward as an expense to the next period. This process will continue and no profit-sharing payments will be made until the Website achieves profitability.
  • Profit Sharing: When the Website is profitable, the Net Profit will be distributed among all Instructors whose Courses received views during the relevant period after the Company takes its 20% commission from the Net Profit.
  • View-Based Split: To determine each Instructor’s share of the Net Profit:
    1. Calculate the total views for all Courses during the period.
    2. Determine each Instructor’s percentage of total views.
    3. Allocate each Instructor a corresponding percentage of the Net Profit.
  • Minimum Payout Threshold: If an Instructor’s calculated compensation is less than $50 for a given period, the amount will be carried over to the next period until the minimum payout threshold is met.

7.2 Payment Terms

Instructors will be paid quarterly, within 30 days following the end of each calendar quarter. Payments will be made via direct deposit, Venmo, Zelle, or PayPal, or other mechanism as mutually agreed to by the Parties. Instructor is responsible for transaction fees associated with payments the Company makes to them.

7.3 Reporting

The Company will provide Instructors with a detailed report at the end of each payment period which will include:

  • Total Views: The total number of views across all Courses on the Website during the period.
  • Instructor Views: The total number of views received by the Instructor’s Courses during the period.

Confidentiality: The Company will not disclose any other Instructor’s view counts or compensation details. Instructors agree to review their reports and notify the Company of any discrepancies within 15 calendar days of receiving the report.

8. CONFIDENTIALITY

8.1 Confidential Information

For the purposes of this Agreement, "Confidential Information" shall include:

  • The contents and terms of this Agreement.
  • The information provided in the reports described in Section 7, including but not limited to view counts, compensation details, and other performance metrics.
  • The Instructor’s compensation details, except as required by law or for tax reporting purposes.
  • Any other information disclosed by the Company to the Instructor that is marked as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

8.2 Non-Disclosure Obligations

The Instructor agrees to maintain the confidentiality of all Confidential Information and agrees not to disclose, copy, or use any Confidential Information for any purpose other than fulfilling their obligations under this Agreement, except as expressly authorized in writing by the Company.

  • Disclosure to Third Parties: The Instructor shall not disclose any Confidential Information to any third party without the prior written consent of the Company, except as required by law or as necessary to fulfill their tax reporting obligations.
  • Permitted Disclosures: The Instructor may disclose Confidential Information to their legal or financial advisors who have a need to know such information and are bound by confidentiality obligations at least as stringent as those contained in this Agreement.

8.3 Non-Disclosure Agreement

The Instructor acknowledges that the Confidential Information is valuable and proprietary to the Company and that any unauthorized disclosure or use of such information could cause irreparable harm to the Company. The Instructor agrees to use reasonable care to protect the confidentiality of the Confidential Information.

8.4 Duration of Confidentiality Obligations

The confidentiality obligations set forth in this Section shall survive the termination of this Agreement and remain in effect for a period of 3 years from the date of termination.

8.5 Legal Obligations

If the Instructor is required by law to disclose any Confidential Information, they shall provide the Company with prompt written notice of such requirement and cooperate with the Company in seeking a protective order or other appropriate remedy to prevent or limit such disclosure.

9. TERM AND TERMINATION

9.1 Duration

This Agreement shall commence on the date the Instructor agrees to the terms and conditions of this Agreement online and the Company accepts the Instructor's agreement electronically ("Effective Date"). The Agreement shall continue on an ongoing basis until terminated by either Party in accordance with the terms of this Agreement.

9.2 Termination for Convenience

  • By the Instructor: The Instructor may terminate this Agreement for any reason by providing 15 business days' written notice to the Company. Upon termination, the Company will remove the Instructor's Courses from the Website and pay any monies due in the next regular payment cycle.
  • By the Company: The Company may terminate this Agreement for any reason by providing 30 business days' written notice to the Instructor. Upon termination, the Company will remove the Instructor's Courses from the Website and pay any monies due in the next regular payment cycle.

9.3 Termination for Cause

  • By the Instructor: The Instructor is not entitled to terminate this Agreement for cause.
  • By the Company: The Company may terminate this Agreement immediately, without notice, for cause. Cause for termination includes, but is not limited to, the Instructor’s breach of any material term of this Agreement, misconduct, or any action that may harm the Company’s reputation or operations. The Company will provide the Instructor with written notice of the termination and the reason for such termination.

9.4 Effect of Termination

Upon termination of this Agreement, all licenses granted to the Company for the Instructor’s Courses shall cease. The Instructor shall immediately cease all use of the Company's trademarks and any materials provided by the Company. Termination shall not affect any rights or obligations accrued prior to termination, including the payment of any accrued compensation.

9.5 Survival

Sections of this Agreement which by their nature should survive termination, including but not limited to confidentiality, ownership, indemnification, and limitation of liability, shall continue to be effective after termination.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Trademark Usage

  • Company Trademarks: The Instructor agrees not to use any of the Company's trademarks, trade names, logos, or service marks without the Company's prior written consent.
  • Third-Party Trademarks: The Instructor agrees to use third-party trademarks only with the explicit permission of the trademark holder and is solely responsible for any unauthorized use or infringement.

10.2 Third-Party Content

  • Copyright Compliance: The Instructor agrees to use third-party content, including text, images, video, and music, only with explicit permission from the respective copyright holder. The Instructor is responsible for obtaining any necessary licenses or permissions to use such content.

10.3 Indemnification

The Instructor agrees to indemnify and hold harmless the Company from any claims, damages, losses, or expenses arising out of or related to the Instructor’s breach of this Section, including unauthorized use of trademarks or third-party content.

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability

To the fullest extent permitted by law, the Company shall not be liable to the Instructor for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or related to this Agreement, including but not limited to loss of profits, revenue, data, or business opportunities, even if the Company has been advised of the possibility of such damages.

11.2 Cap on Liability

The Company’s total liability to the Instructor for any claims arising out of or related to this Agreement shall not exceed the total amount owed to the Instructor under the payment calculations described in Section 7 for the period during which the claim arose.

11.3 Exclusion of Warranties

The Company provides the Website and all services on an "as-is" and "as-available" basis without any warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

11.4 Acknowledgment

The Instructor acknowledges and agrees that the limitations of liability set forth in this Section are a fundamental part of this Agreement and that the Company would not enter into this Agreement without such limitations.

12. MISCELLANEOUS PROVISIONS

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of New York, without regard to its conflict of law principles. Any legal actions or proceedings arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Putnam County, New York.

12.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Putnam County, New York. The arbitrator's decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

12.3 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, with respect to such subject matter.

12.4 Amendments

No modification or amendment of this Agreement shall be effective unless in writing and signed by both Parties. The Company reserves the right to update or modify this Agreement unilaterally by providing written notice to the Instructor, and such updates shall become effective upon the Instructor's continued use of the Website.

12.5 Waiver

No waiver by either Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by either Party shall operate or be construed as a waiver of any future breach or default.

12.6 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction. The remaining provisions shall remain in full force and effect.

12.7 Assignment

The Instructor may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. The Company may freely assign its rights and obligations under this Agreement.

12.8 Notices

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement shall be in writing and shall be deemed to have been given when delivered by hand, sent by a nationally recognized overnight courier, mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by email (with confirmation of transmission) to the respective addresses of the Parties.

12.9 Force Majeure

Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, government order or law, actions, embargoes, or blockades in effect on or after the date of this Agreement.

13. DIGITAL ACCEPTANCE

13.1 Acceptance Mechanism

By checking the "I Agree" box and submitting the instructor registration form, the Instructor acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement. This action constitutes the Instructor’s digital acceptance and has the same legal effect as a physical signature.

13.2 Binding Agreement

The Instructor agrees that the digital acceptance of this Agreement is legally binding and enforceable under applicable law. The Instructor further acknowledges that they have had the opportunity to review this Agreement, seek independent legal advice if necessary, and accept its terms voluntarily.

The Company will maintain a record of the Instructor's digital acceptance, including the date and time of acceptance. This record shall serve as proof of the Instructor's consent to the terms of this Agreement.

13.3 Access to Agreement

The Instructor can access and review the terms of this Agreement at any time through the Company’s Website. The Company may notify the Instructor of any updates to the Agreement and require renewed acceptance for continued access to the platform.