If you are a Coach, this Coach Agreement (the “Coach Agreement”) contains the terms and conditions of your participation as a Coach via GroKool's Platform and services. This is a binding agreement between you and GroKool and is incorporated by reference into GroKool's Agreement (“Agreement”).

Any version of this Coach Agreement in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict.

1. Key Definitions

"Base Price" means the Activity price set by the Coach.

"Base Currency" means the currency of the Base Price.

"Base Exchange Rate" means a system-wide rate used by GroKool for foreign currency conversion and does not include any fee or mark-up by GroKool. The rate is established using one or more third parties and is fixed periodically. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.

"Coach Revenue" shall mean Net Amount less any refunds paid, as provided in Section 10.

"Gross Amount" means the amount received by GroKool for purchases by Learners for your Activity.

Please note that for mobile application sales, mobile platforms apply fees, such as Apple's App Store or Google Play.

"Net Amount" means Gross Amount, less (1) Taxes (pursuant to section 11); (2) Net Usage Fees as laid out in the GroKool Pricing and Promotions Policy; and (3) any amounts paid in connection with GroKool's Marketing Programs as published if you choose to opt-in.

"Pricing and Promotions Policy" means the policy available here: Pricing and Promotions Policy setting forth GroKool's pricing and promotional policy, terms and user fees and revenue share.

"Sale Price" means the actual sale price for the activity. When the Sale Currency is different from the Base Currency, GroKool will determine the Sale Price based on the applicable Base Exchange Rate.

"Sale Currency" means the currency of the sale. This is determined by the country of origin of the user purchasing the activity.

All other capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in GroKool's Terms of Use.

2. Agreement

As a Coach you are contracting directly with GroKool, Inc., a Delaware corporation in the United States of America. Additionally, although we may utilize other GroKool subsidiaries to facilitate Your payments, Your contract remains between you and GroKool, Inc.

3. Your Relationship with Learners and Parents/Guardians

Coaches do not have a direct contractual relationship with Learners and Parents/Guardians. The only information you will receive about Learners and their Parents/Guardians is what is provided to you through the Platform and services (“Learner Related Data” and/or “Parent/Guardian Related Data”). You understand and agree that you will indemnify GroKool for any issues arising out of your use of any Learner and/or Parent/Guardian Related Data.

4. Obligations

As a Coach, you represent, warrant, and covenant that:

1. You will visit www.GroKool.com and complete the Coach profile and if you choose to charge fees for Your Activities, you will also need to agree again to the pricing terms which are presented to you during the paid Activity creation process;

2. 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 GroKool, 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 platform and services in the manner contemplated by this Coach Agreement;

3. No Submitted Content shall infringe or misappropriate any intellectual property right of a third party;

4. 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 Activity and through the platform and services;

5. You will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;

6. 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 Platform and services or to any User;

7. You will not use the platform and services for any business other than for providing coaching, tutoring, teaching and instructional services to Learners;

8. You will not engage in any activity that will require GroKool 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;

9. You will not copy, modify, distribute, reverse engineer, deface, tarnish, mutilate, hack, or interfere with Company Content and/or the platform and services or operations thereof, except as permitted in this Coach Agreement;

10. You will not frame or embed the platform and services in a manner to embed a free coupon version of your activity or other similar functionality intended to circumvent the platform and services;

11. You will not impersonate another person or gain unauthorized access to another person's account;

12. Your use of the platform and services are subject to GroKool's approval, which we may grant or deny in our sole discretion;

13. 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 platform and services or operation thereof; scrape, spider, use a robot or other automated means of any kind to access the platform and services;

14. You will not interfere with or otherwise prevent other Coaches from providing their services or Activities;

15. You will maintain accurate Account information;

16. You shall respond promptly to Learners and Parents/Guardians and ensure a quality of service commensurate with the standards of your industry and instruction services in general;

17. You are over the age of 18 or, if not, you are between the ages of 13 and 17 and a third party parent or legal guardian has agreed to this Coach Agreement, as well as all other of our terms and policies as shall be posted on our platform and services from time to time, and will assume responsibility and liability for Your performance and compliance here under.

5. License to GroKool

You hereby grant GroKool non-exclusive right and license to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the Submitted Content through the platform and services, and sublicense it to users for these purposes directly or through third parties. For more information on how we may use Submitted Content, please visit Our Privacy Policy. Notwithstanding the foregoing, and subject to the Coach Agreement, if you are a Coach, unless specifically stated otherwise, you have the right to remove all or any portion of your Submitted Content from the Platform and services at any time. Removal of your Submitted Content will terminate the foregoing license and rights sixty (60) days after such removal as to new Users, provided, however, that any rights given to users prior to that time will continue in accordance with the terms granted to such users.

You hereby agree that we may record all or any part of any activities (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the platform and services. You hereby grant GroKool permission to use your name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the platform and services, Activities, 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.

6. Trust & Safety

By agreeing to this Coach Agreement, You also agree to abide by the Trust & Safety policies found here and more specifically, the list of restricted topics found here. Please check both periodically as there will be minor changes made to the policies and restricted list from time to time. GroKool reserves the right to remove activities and coaches at its sole discretion, as described in our Terms of Use.

7. Restricted Persons We Cannot Do Business With

You hereby warrant that you are not a Restricted Person ("Restricted Person"). For purposes of the Coach Agreement, you are a Restricted Person if you or any officer, director, or controlling shareholder of the entity on behalf of which you are using the platform and services is (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical, or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person during the term of this Coach Agreement, you shall notify GroKool within twenty-four (24) hours, and GroKool shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to GroKool.

You agree that you shall not utilize the platform and services to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the platform and services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

8. Pricing

As a Coach, you will be responsible for determining the Base Price you charge Learners for your activity(s), either using the Price Calculator or specifying it directly. You agree to charge only for your own Submitted Content. You may not charge separately for any activity add-ons such as downloadable PDFs or other content and services unless they are resources available for purchase in the GroKool platform and services for any user (such as providing a link to a third-party service to sell downloadable PDFs). The Company will handle billing and other fee interaction with Learners. When the Sale Currency is different than the Base Currency, GroKool will determine the Sale Price.

As part of Your participation on GroKool, you give Us permission to share your Activity, and information about you and the activity with GroKool employees and selected partners, for which you will not receive compensation.

GroKool offers certain programs that can help you market your activities(“Marketing Programs”) Marketing Programs may include, but are not limited to, GroKool's Deals Program and Marketing Boost Program. The complete list and terms of available Marketing Programs will be available under our Pricing and Promotions Policy, which may be updated from time to time. If you choose to participate, the fee You receive from GroKool will be in accordance with the terms of the particular Marketing Program that applies to the sale of your activity. You may opt out of any Marketing Programs at any time, provided however, if you do opt-out of a Marketing Program, your Activity will remain subject to any sales, campaigns, or promotions under any Marketing Programs that apply to your activity that are active at the time you opt-out until the completion of such sales, campaigns, or promotions. In addition, 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 activity.

You acknowledge that the amounts paid by Learners and Parents/Guardians for activities sold through Marketing Programs are not fixed, and GroKool has the sole discretion to determine those amounts and which activities to offer as part of such Marketing Programs. Further, GroKool does not guarantee any minimum level of success in connection with the Marketing Programs, and its selection of activities to include is not an endorsement of those activities, or of you. If you do not wish to participate in certain Marketing Programs, log into your account and opt out of them.

You may be able to increase your sales by inviting Learners in your Network to join your activities. For additional information, please see Our Pricing and Promotions Policy.

9. Payments

If you do not opt into any of GroKool's optional Marketing Programs, we will pay You the Net Amount received for your activity less any applicable deductions such as Learner refunds (“Standard Revenue Share”). If GroKool changes the User Fees and Revenue Share Model, we will provide you thirty (30) days notice via email or prominent notice on the Platform and services.

So that Company can pay You in a timely manner, you must have a Stripe account in good standing and keep GroKool apprised as to the correct email address associated with your Stripe account. Payment will be made within forty-five (45) days of the end of the month in which the fee for an activity was received. You are responsible for providing the Company with all identifying and tax information necessary for the payment of amounts due.

As a Coach, you are responsible for determining whether you are eligible to be paid by a US company.

10. Refunds

As a Coach, you acknowledge and agree that Learners have the right to receive a refund, as set forth in section 10 of GroKool's Terms of Use. Neither Coaches nor GroKool shall receive any payments, fees or commissions for any transactions for which a refund has been granted pursuant to section 10 thereof. In the event that a Learner requests a refund for an activity after GroKool has sent a Coach payment for that activity, GroKool reserves the right to either (1) deduct the amount of such refund from the next payment to be sent to that Coach, or (2) require that Coach to refund any amounts refunded to Learners for Coach's Activity to the extent no additional payments are due from GroKool to Coach or such payments due to the Coach are insufficient to cover the amounts refunded to Learners.

11. Taxes

You understand and agree that You are responsible for any taxes on your income. We reserve the right to withhold payment if we do not receive proper tax documentation. With regard to sales tax on the sale of Your activities, the following applies:

1 European Union

In the event that the sale or delivery of an activity or any Submitted Content to any Learner in the European Union is subject to any value added tax ("VAT"), under applicable law, GroKool will collect and remit the VAT to the competent tax authorities for sales of such Activities or Submitted Content to Learners in the European Union. GroKool may at its own discretion increase the Sale Price where GroKool is of the view that VAT may be due and GroKool will have a liability to account for such. You will indemnify and hold GroKool harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon on your Coach Revenue or otherwise.

2 All Other Countries

For sales of any Activities or Submitted Content in countries other than the European Union, you are responsible for following the requirements of the appropriate taxing authority related to sales tax on your activities (which may be different to the tax authority in your own location). GroKool is unable to provide you with tax advice and you should consult Your own tax advisor.

12. Deletion of your Account

If you wish to delete Your Coach Account, you may do so by following the steps provided in the following GroKool How to Close an Account page. We will use commercially reasonable efforts to make any remaining scheduled payments due and owing to you prior to deleting your Account. You hereby understand and agree that if Learner(s) have previously enrolled in your activity(s), after your account has been deleted your name and such activity(s) will remain accessible to those such Learners who enrolled to your Activity(s). Should you require any assistance or encounter any difficulty in deleting your Coach Account you may also contact us via email at support@grokool.com, and we will make commercially reasonable efforts to respond to your request within 24 hours.

13. Modifications to These Coach Agreement

From time to time, we may update this Coach Agreement to clarify our practices or to reflect new or different practices, such as when we add new features, and GroKool reserves the right to modify and/or make changes to these Coach Agreement 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 platform and services. Other modifications will become effective on the day they are posted unless stated otherwise. If you continue to use the platform and 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 Coach Agreement as changed. The revised Coach Agreement supersedes all previous Coach Agreement.