ONLINE COURSE HOSTING AND SERVICES AGREEMENT

This ONLINE COURSE I-POSTING AND SERVICES AGREEMENT, dated as today -(the “Effective Date”), is by and between HRISHI COMPUTER EDUCATION, with a principal place of business at 204,207, Vardhman Shopping Center, Above Tugareshwar Sweet Mart, Vasai- (W) – 401202 (“Company”) and Partner). Each of Company and Partner may hereinafter be referred to as a “Party,” and collectively, the “Parties.”

BACKGROUND

WHEREAS, Company has developed a proprietary (“Platform”) to host multimedia courses, learning content and to conduct ONLINE CLASSES that will be made available to end-users (“Learners”) Via HRISHI ONLINE BUDDHI properties (eg: the HRISHIONLINEBUDHHI website, Mobile Apps, collectively, the HRISHI COMPUTER EDUCATION properties)

WHEREAS, Partner desires to use the platform to support online course content (“COURSE CONTENT”) and LIVE classes & development by its instructors s and licenses to HRISHI COMPUTER EDUCATION certain rights in such Course Content making online content available and WHEREAS, HRISHI COMPUTER EDUCATION makes available various forms of services through or in connection with its Platform (“Services”), and Partner desires to obtain such Services, subject to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the sufficiency of which are hereby acknowledged, the Parties hereby agree as follows :

AGREEMENT :

  1. COURSECONTENT.
  • Course Specifications Document. Before launching any Course on the Platform, the Parties must complete a mutually-agreed-upon Course Specifications Document, specifying Course details, duration, and related matters. The Course Specifications Document is available at 3.1 clause.
  • Course Required Criteria. Courses available on the Platform must meet certain minimum standards (“Course Criteria”):
  1. Courses must meet high academic standards;
  2. Courses must use multi-media content in a coherent, high production-value presentation;
  3. Courses must include grading functionality;
  4. Courses should support peer-to-peer interaction activities as well as new and innovative social collaboration methods; and
  5. Courses must be taught by a qualified individual chosen by the Partner (“Instructor”).
  • Instructor Consent and Required Releases. Before uploading Course Content to the Platform, or allowing its Instructors to do so, Partner will ensure that it has obtained the required licenses and rights to the Course Content as well as a release of liability from the Instructor(s), any guest presenters, and any participants in a course video, such as individuals in a classroom or individuals being interviewed (“Participant”) by having each Instructor, guest presenter, or Participant, as applicable, sign the relevant Instructor Release, Guest Presenter Release, or Participant Release, and providing a copy of same to HRISHI COMPUTER EDUCATION.
  • Course Development Timeline. Partner will use reasonable efforts to provide Course Content to HRISHI COMPUTER EDUCATION for review sufficiently in advance of launch of the Course on the HRISHI COMPUTER EDUCATION Platform, and further in accordance with the timelines and related guidelines issued by HRISHI COMPUTER EDUCATION.
  • Course Content Errors. Partner agrees that it will correct, in a timely fashion, any errors in Course Content prior to launch on the Platform. 
  • Content Appropriateness.
    • HRISHI COMPUTER EDUCATION reserves the right to remove Course Content from its Platform that :
      1. is of low technical quality or otherwise fails to meet Course Criteria;
      2. constitutes inappropriate advertising content (as opposed to content with a direct pedagogical purpose);
      3. HRISHI COMPUTER EDUCATION reasonably determines may violate applicable law; or
      4. is in violation of any of Partner’s policies governing Instructor, presenter, or student behavior.
      5. Partner will make a copy of such policies available to HRISHI COMPUTER EDUCATION upon request.
    • HRISHI COMPUTER EDUCATION will endeavor to work collaboratively with Partner on Course Content takedown decisions, but reserves the right to temporarily suspend reasonably objectionable Course Content, pending discussions with the appropriate Partner representative regarding the content.
  • Third Party Claims. Should either Party receives a written notice from a third-party alleging infringement of its intellectual property rights arising from the Course Content uploaded to the Platform, or receive notice of a governmental inquiry relating to the Course Content, that Party will promptly notify the other Party and the Course Content subject to the claim or inquiry may be removed from the Platform.
  1. CONTENT RIGHTS.
  • Course Content. As between the Parties, Partner (and/or the Instructor, in accordance with Partner’s copyright policy) retains all rights in the Course Content (except for the license rights granted in this Agreement).
  • Learner Content. The Parties acknowledge that each Learner retains all rights in content created by the Learner as part of a Course, such as submitted homework, forum posts, and the like (“Learner Conte11f’). Accordingly, Learner Content may only be used with the appropriate Learner consent, which may be stipulated in advance by the Instructor at the time the Learner begins a Course. HRISHI COMPUTER EDUCATION will proactively obtain Learner Consent for Partner to use Learner Content for and with its Registered Students.
  • HRISHI COMPUTER EDUCATION Intellectual Property. As between the Parties, HRISHI COMPUTER EDUCATION and its Licensors retain all rights in the Platform, HRISHI COMPUTER EDUCATION Properties, Services, and other HRISHI COMPUTER EDUCATION products.
  1. Grant of Verified Certificates. The Parties agree that in connection with the licenses granted, Partner agrees that HRISHI COMPUTER EDUCATION will issue verified certificates to Learners who have signed up for and achieved the requirements associated with the verified certificate paid service. Such verified certificates shall include.

    HRISHI COMPUTER EDUCATION logo and the following wording, or other languages as may be approved in advance by the Parties: “[Name of Student] has successfully completed the course, [Course Name], on-topic [Topic], an online, non-credit course authorized by HRISHI COMPUTER EDUCATION.
  • Course Development: (Agreed Upon Specification and Content for Course)

Course Specification for Online :

Course Title
Instructor Name
Class Length
Hours per Week
Assignments
Project
Course Specification for Online

Course Specification for Recorded Content :

Course Title 
Instructor Name 
Class Length
Hours per Week 
Assignments
Project
Course Specification for Recorded Content
  • Instructor Responsibilities:

Creating Video Lecture content (including video editing and chunking in short videos)

Creating appropriate assignments, so as to have a meaningful, measure of End-user Learning. Copyright Clearance: Ensuring the content (Lectures+assements) are clear of copyright issues, as per guidelines.

Providing the notes and slides used for videos within the time frame Be available for the Weekly doubt clearing sessions as agreed upon.

  1. Revenue Sharing: HRISHI COMPUTER EDUCATION Revenue sharing Model- HRISHI COMUTER EDUCATION will pay to agreed Partner percentage as per individual partner agreement.
  1. TERM AND TERMINATION.
  • Term. This Agreement will commence on the Effective Date and will continue in effect until terminated as set forth below (the “Term”).
  • Termination :
    • Termination for Cause. Either Party may terminate this Agreement, upon written notice to the other Party: (a) if such other Party commits a material breach of this Agreement, which breach is not cured within 30 days of receipt of written notice of such breach from the nonbreaching Party; b. immediately if such other Party has a receiver appointed, or an assignee for the benefit of creditors or in the event of any insolvency or inability to pay debts as they become due, except as may be prohibited by applicable bankruptcy laws; or (c) immediately if the acts or omissions of such other Party adversely or negatively cause or result in material damage to or loss of a Party’s reputation.
    • Termination without Cause. Either Party may terminate this Agreement upon providing at least 90 days’ prior written notice of such termination to the other Party.
    • Consequences of Termination. Termination of this Agreement for any reason does not relieve either Party of its obligation to pay any amounts owed to the other Party that became due prior to such termination. Upon any termination of this Agreement, each Party will promptly return all Confidential Information (other than this Agreement) of the other Party in its possession or control. In the event of termination of this Agreement by either Party, all rights and obligations under this Agreement will immediately cease, and HRISHI COMPUTER EDUCATION will have no further obligation to provide any of the Services, except that in the event the Agreement is terminated without cause, HRISHI COMPUTER EDUCATION will continue to host and make available, and have the right to monetize, any Course that is being hosted and provided by HRISHI COMPUTER EDUCATION  through the Platform at the time of termination for the remainder of the Course.

This consent and release is made in reference to any course that is being prepared for online distribution under an agreement between HRISHI COMPUTER EDUCATION and my partner (“Partner”). I hereby grant Partner the absolute right and permission to use, publicly broadcast, distribute, reproduce and digitize any Content that I upload, share or otherwise provide in connection with the Course or my use of the Platform. “Content” means any information, data, works of authorship including videos, lectures, course materials and syllabi. To the extent I create or develop any software, interfaces or assessment features for use in connection with the Course or the Platform (“New Features”), I hereby irrevocably grant Partner the right to use New Features in connection with the Course. Partner will have the right to grant any or all of the foregoing rights and permissions to HRISHI COMPUTER EDUCATION for the duration such Content is offered through HRISHI COMPUTER EDUCATION’s platform, and to other entities or persons in connection with any other distribution of the Course.

I represent that to the best of my knowledge, I have all necessary right and authority to grant the rights herein granted with respect to the Content I upload, share or otherwise provide in connection with my use of the Platform. I further represent that I have used and will use best effo11S: (i) not to incorporate or use any libelous, slanderous or infringing Content; and (ii) to consider students with disabilities in the preparation and presentation of Content for such Course(s), such as verbally describing visual elements for the visually impaired.

 I agree further that to the extent I am provided administrator access to the HRISHI COMPUTER EDUCATION Platform for the purposes of loading Content I create, I shall utilize the Platform in strict accordance with HRISHI COMPUTER EDUCATION’s Terms of Use. Specifically, I agree not to reverse engineer the HRISHI COMPUTER EDUCATION Platform, access, tamper with, break or circumvent security measures associated with the Platform, or otherwise test the vulnerability of the HRISHI COMPUTER EDUCATION Platform, systems or networks unless specifically authorized to do so by HRISHI COMPUTER EDUCATION.

I hereby release, discharge, promise not to sue, and hold harmless HRISHI COMPUTER EDUCATION and its affiliates, successors and assigns from and against any and all claims, demands and/or causes of action arising out of or in connection with the exercise of any rights herein granted, including, without limitation, any claim for infringement, right of publicity, libel, slander, defamation, moral rights, invasion of privacy or violation of any other rights relating to any Content I upload, share or otherwise provide in connection with use of the Platform.

I certify and represent that I have read this Release and fully understand its meaning and effect.