If you are a Learner, this Learner Agreement (the “Learner Agreement”) contain the terms and conditions
of your participation as a Learner 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 Learner 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.
"Pricing and Promotions Policy" means the policy available here: 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
"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
As a Learner, 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 receive your
payments, your contract remains between you and GroKool, Inc.
3. Your Relationship with Coaches
Learners do not have a direct contractual relationship with Coaches. The only information you will
receive about Coaches is what is provided to you through the platform and services (“Coach Related
Data”). You understand and agree that you will indemnify GroKool for any issues arising out of your use
of any Coach Related Data.
As a Learner, you represent, warrant, and covenant that:
1. You will visit www.GroKool.com and complete the Learner profile and if you choose to
join paid Activities, you will also need to agree again to the pricing terms which are presented to you
during the paid Activity joining 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 Learner Agreement;
3. No Submitted Content shall infringe or misappropriate any intellectual property right of a third
4. GroKool platform and services are provided for the purpose of facilitating learning, not cheating.
You shall not use the Site to inquire about, engage in or aid or assist anyone with any form of academic
dishonesty (for example, completing assignments or projects, writing papers or essays, taking (or help
take) quizzes or examinations on someone's behalf, or completing work in violation of academic policies
or other conduct policies of a school, university, academic institution or workplace;
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 receiving coaching,
tutoring, teaching and instructional services from Coaches and other 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 Learner Agreement;
10. You will not impersonate another person or gain unauthorized access to another person's Account;
11. Your use of the platform and services are subject to GroKool's approval, which We may grant or deny
in Our sole discretion;
12. 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;
13. You will not interfere with or otherwise prevent other Coaches and Learners from participating in
14. You will maintain accurate Account information;
15. You shall respond promptly to Coaches and Parents / Guardians and ensure a quality of communication
commensurate with the standards of instruction services in general;
16. 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 Learner 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 hereunder.
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
Notwithstanding the foregoing, and subject to the Learner Agreement, if you are a Learner, 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
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 Learner 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 Learners at its
7. Restricted Persons We Cannot Do Business With
You hereby warrant that you are not a Restricted Person ("Restricted Person"). For purposes of the
Learner 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 Learner 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.
So that Company can receive payments in a timely manner, you must have a credit card or debit card or
bank account in good standing and keep GroKool apprised as to the correct number, name, address, and CVV
code associated with your credit card account or debit card or bank account. Payment will be processed
immediately once you join a paid Activity by GroKool's payment receiving partner, Stripe.
As a Learner, you are responsible for determining whether you are eligible to pay a US company.
As a Learner, you acknowledge and agree that you have the right to receive a refund, as set forth in
an Activity after GroKool has sent a Coach payment for that Activity, GroKool reserves the right to
process the refund after being able to recover the payment amount from the Coach.
You understand and agree that GroKool reserves the right to collect sales tax on the purchase of your
activities, and the following applies:
1. European Union
In the event that the purchase or delivery of an Activity or any Submitted Content to you 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.
2. All Other Countries
For purchase of any Activities or Submitted Content in countries other than the European Union, Coaches are
responsible for following the requirements of the appropriate taxing authority related to sales tax on
their Activities (which may be different to the tax authority in your own location). GroKool does not
provide tax advice to coaches for this and they are advised to consult with their own tax advisor.
11. Deletion of Your Account
If you wish to delete your Learner 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
receive any remaining scheduled payments due and owing from you prior to deleting your Account. You
hereby understand and agree that if you have previously enrolled in activities, after your Account has
been deleted your name and such activities will remain accessible to those such Learners and Coaches who
enrolled in your Activities. Should you require any assistance or encounter any difficulty in deleting
your Learner Account you may also contact us via email at email@example.com, and we
will make commercially reasonable efforts to respond to your request within 24 hours.
12. Modifications to Learner Agreement
From time to time, we may update this Learner 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 this Learner 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 Learner Agreement as changed. The revised Learner Agreement
supersedes all previous Learner Agreements.