This Host Agreement was last updated October 31, 2021.
If you are a Host, this Host Agreement (the “Host Agreement”) contain the terms and conditions of Your participation as a Host via GroKool’s Platform and services. This is a binding agreement between you and GroKool and our private-labeled customer that you may be a part of and is incorporated by reference into GroKool’s Agreement (“Agreement”).
Any version of this Host 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.
"Base Price" means the Activity or Item price set by the Host.
"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.
"Host Revenue" shall mean Net Amount less any refunds paid, as provided in Section 10.
"Gross Amount" means the amount actually received by GroKool for purchases by users for Your Activity or Item. 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) for web sales, a three percent (3%) administrative and handling fee, except in the territory of Japan, where the administrative and handling fee shall be four percent (4%); and (3) any amounts paid in connection with GroKool’s Marketing Programs if You choose to opt-in (as further described below).
"Pricing and Promotions Policy" means the policy available in Pricing and Promotions Policy setting forth GroKool’s pricing and promotional policy and terms.
"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.
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.
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.
As a Coach, You represent, warrant, and covenant that:
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.
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.
As a Coach, You will be responsible for determining the Base Price You charge Learners for Your Activity(s) from the Price Tier Matrix. You may select any increment as defined in the Price Tier Matrix by going to the Price Edit screen in your Coach Account. 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 (such as providing a link to a third party service to sell downloadable PDFs). The Company will handle billing and other fee interactions with Learners. When the Sale Currency is different from the Base Currency, GroKool will determine the Sale Price using the most recently published Price Tier Matrix. The Company reserves the right to make changes to the Price Tier Matrix at any time.
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 the currently available Marketing Programs are 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 promoting Your Activities by using a coupon code that You have created on GroKool. For additional information on Coach created coupons please see Our Pricing and Promotions Policy.
In the case of Activities offered on GroKool’s iOS application, GroKool will select the Apple App Store price tier (from the App Store Pricing Matrix available at http://www.equinux.com/us/appdevelopers/pricematrix.html) that is closest to the Base Price set by the Coach.
If You do not opt into any of GroKool’s optional Marketing Programs, We will pay You fifty percent (50%) of the Net Amount received for Your Activity less any applicable deductions such as Learner refunds (“Standard Revenue Share”). If GroKool changes the Standard Revenue Share, 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 PayPal account in good standing and keep GroKool apprised as to the correct email address associated with your PayPal 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 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.
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:
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.
For sales of any Activities or Submitted Content in countries other than the European Union, South Korea and Japan (more information on taxes in South Korea and Japan here), 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.
If You wish to delete Your Coach Account, You may do so by following the steps provided in the following Coach instruction 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 to 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.
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.