Knightsbridge

Online Teaching Platform Service Agreement

This Online Teaching Platform Service Agreement (the "Agreement") is made and entered into as of the date of electronic acceptance by the Teacher (the "Effective Date") by and between:

Knightsbridge Learning Academy, located at Thailand (the "Platform"), and the individual who accepts this Agreement by registering as a teacher on the Platform (the "Teacher").

RECITALS

1. The Platform owns and operates an online learning marketplace that connects teachers with students.
2. The Teacher is a professional instructor who wishes to use the Platform to offer their teaching services to students.
3. The parties agree to the terms and conditions set forth in this Agreement.

1. SCOPE OF SERVICES

1.1. Platform Services: The Platform agrees to provide the Teacher with access to its online marketplace, including the technology, tools, and infrastructure necessary to create and manage courses, interact with students, and process payments.

1.2. Teacher Services: The Teacher agrees to provide their teaching services and all associated educational content (including but not limited to course materials, videos, text, and assessments) (the "Course Content") to students through the Platform. The Teacher is solely responsible for the quality, accuracy, and legality of the Course Content.

2. TEACHER OBLIGATIONS

The Teacher shall:

• Provide accurate and complete information during the registration process.
• Adhere to all Platform policies and community standards, which may be updated from time to time.
• Maintain a professional and respectful demeanor with students and Platform staff.
• Not post or transmit any material that is illegal, defamatory, obscene, or infringing on the intellectual property rights of others.
• Be solely responsible for any taxes owed on compensation received from the Platform.

3. COMPENSATION AND PAYMENTS

3.1. Fee Structure: In consideration for the Teacher's services, the Platform shall pay the Teacher a percentage of the revenue generated from the Course Content, as set forth in the Platform's current fee schedule. The Platform reserves the right to update the fee schedule with prior notice to the Teacher.

3.2. Payment Processing: The Platform will handle all payment processing from students and will disburse the Teacher's share of the revenue on a monthly basis.

3.3. Deductions: The Platform may deduct any applicable fees, refunds, or chargebacks from the Teacher's compensation.

4. INTELLECTUAL PROPERTY

4.1. Teacher Ownership: The Teacher retains all intellectual property rights in and to the Course Content.

4.2. License Grant: By submitting Course Content to the Platform, the Teacher grants the Platform a non-exclusive, worldwide, royalty-free, transferable, and sublicensable license to use, reproduce, distribute, display, and publicly perform the Course Content in connection with the operation, promotion, and marketing of the Platform and its services.

5. NON-SOLICITATION AND NON-CIRCUMVENTION

5.1. Non-Solicitation: During the term of this Agreement and for a period of one (1) year following its termination, the Teacher agrees not to directly or indirectly solicit, induce, or encourage any individual who is a registered student on the Platform (a "Platform Student") to engage in teaching or tutoring services, whether for free or for compensation, outside of the Platform.

5.2. Non-Circumvention: The Teacher agrees not to circumvent the Platform by accepting or providing services to a Platform Student off the Platform. This includes, but is not limited to, using any personal contact information obtained through the Platform to establish an off-platform relationship.

5.3. Consequences of Breach: Any breach of this Clause 5 will be considered a material breach of this Agreement. In addition to any other remedies available, the Platform shall be entitled to terminate this Agreement immediately and seek injunctive relief and monetary damages from the Teacher for any lost revenue.

6. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of all proprietary or confidential information of the other party. This includes, but is not limited to, business plans, financial information, marketing strategies, and student data.

7. TERM AND TERMINATION

7.1. Term: This Agreement shall commence on the Effective Date and shall continue until terminated by either party.

7.2. Termination: Either party may terminate this Agreement for any reason by providing thirty (30) days written notice to the other party. The Platform may terminate this Agreement immediately if the Teacher is in material breach of any provision, including but not limited to Clause 5.

8. INDEMNIFICATION

The Teacher agrees to indemnify and hold the Platform harmless from any and all claims, damages, liabilities, and expenses arising from the Teacher's use of the Platform or any breach of this Agreement, including but not limited to claims related to the Course Content.

9. LIMITATION OF LIABILITY

The Platform's total liability to the Teacher for any and all claims arising out of or related to this Agreement shall not exceed the total amount of fees paid to the Teacher in the six (6) months preceding the event giving rise to the claim.

10. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Thailand. Any disputes arising under this Agreement shall be resolved through binding arbitration in Bangkok, Thailand.

11. MISCELLANEOUS

11.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

11.2. Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

11.3. Waiver: The failure of either party to enforce any right or provision of this Agreement shall not be considered a waiver of such right or provision.

By electronically accepting this Agreement, the Teacher acknowledges that they have read, understood, and agree to be bound by all the terms and conditions set forth herein.