Werkey Terms and Policies

Content Provider Terms

These Content Provider Terms ("Terms") were last updated on July 2, 2021.

By registering to become a content provider on the Werkey platform, or accessing our platforms, you agree to be bound by these Content Provider Terms ("Terms"). These Terms cover details about aspects of the Werkey platform relevant to content providers and are incorporated by reference into our Terms of Use , the general terms that govern your use of our Services. Any capitalized terms that are not defined in these Terms are defined as specified in the Terms of Use .

As a content provider, you are entering into a contract directly with Werkey Plataforma Digital Ltda., a company headquartered at Av. Cesira Giovanoni Moretti, 655, room 11, Reserva Jequitibá, Piracicaba – SP – Brazil.

1. Content Provider Obligations

As a content provider, you are responsible for all content that you post, including classes, tests, exercises, drills, assignments, resources, answers, photos, videos, course homepage content, and advertisements (“Uploaded Online Content” ). The same responsibilities apply to face-to-face course content.

1.1. You represent and warrant that:

Provide and maintain accurate and up-to-date account information;
Has or has the necessary licenses, rights, consents, permissions and authority to authorize Werkey to use your Submitted Content as specified in these Terms and Terms of Use;
Your Submitted Content will not violate or misuse the intellectual property rights of others;
Has the required qualifications, credentials and experience (including education, training, knowledge and skills) to teach and offer the services you offer through your Submitted Content and use of the Services; and
You will ensure a quality of service that matches the standards of your industry and education services in general.

1.2. You warrant that you do not:

Post or provide any inappropriate, offensive, racist, aggressive, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
Post or transmit, without being requested or authorized, any advertising, promotional material, junk email, spam or any other form of solicitation (commercial or otherwise) through the Services or to any user;
Will use the Services for business other than providing instructional, tutoring and teaching services to students;
Engage in any activity that requires us to obtain licenses or pay royalties to any third party, including the payment of royalties for the public performance of musical works or audio recordings;
Framing or embedding the Services (such as embedding a free version of a course) or otherwise circumventing the Services;
Impersonate another person or gain unauthorized access to another person's account;
Interfere with or prevent other content providers from providing their services or courses; or
It will violate Werkey's resources, including support services.

2. License to Werkey

You grant Werkey the rights detailed in our Terms of Use to offer, market or otherwise exploit your Submitted Online Content or advertised in-person courses, and to sublicense online content to students for these purposes directly or through third parties. . This includes the right to add captions or otherwise modify the content to ensure accessibility.

Unless otherwise agreed (including within our Promotions Policy), you have the right to remove all or part of your Submitted Content from the Services at any time. Except as otherwise agreed, Werkey's right to sublicense the rights set forth in this section will terminate with respect to new users within 60 days of removal of the Submitted Content. However, (1) the rights granted to students prior to the removal of Submitted Content will continue in effect under the terms of those licenses (including any grant of lifetime access) and (2) Werkey's right to use such Submitted Content for purposes of marketing will survive termination.

We may record all or any part of the Submitted Content for quality control and for the delivery, marketing, promotion, demonstration or operation of the Services. You grant Werkey permission to use your name, likeness, likeness or voice in connection with offering, delivering, marketing, promoting, demonstrating and selling the Services, your Submitted Content or Werkey content, and you waive any rights of privacy, publicity or any other rights of a similar nature to the extent permitted by applicable law.

3. Trust and Security

3.1. Trust and security policies

You agree to abide by Werkey's Trust and Safety Policies and other course quality standards or policies prescribed by Werkey from time to time. You should check these policies periodically to ensure that you are complying with any updates to these policies. You understand that your use of the Services is subject to Werkey's approval, which we may grant or withhold in our sole discretion.

We reserve the right to remove courses, suspend payments and/or ban content providers for any reason at any time without notice, including where:

A content or course provider fails to comply with our policies or legal terms (including our Terms of Use);
A course is below our quality standards or has a negative impact on the student experience;
A content provider engages in behavior that may reflect unfavorably on Werkey or lead Werkey into public disrepute, dishonor, scandal or ridicule;
A content provider engages the services of a marketer or other business partner who violates Werkey's policies; or
As determined by Werkey in its sole discretion.

3.2. Associates, instructors, collaborators and teaching assistants

Werkey's platform allows you to add other users such as associates, instructors, collaborators or teaching assistants to the courses you manage. By adding an associate, instructor, collaborator or teaching assistant, you understand that you are authorizing that person to take certain actions that may affect your courses and your Werkey account. Werkey cannot provide advice on any issues or mediate disputes between you and such users. In the event that your associates, instructors, collaborators and teaching assistants have a share of the attributed revenue, their share will be paid by debiting the value of the share of the revenue earned based on the proportions that you specified at the time of requesting the publication of the course in our course store.

3.3. Relationship with users

Content providers do not have a direct contractual relationship with students. Therefore, the only information you will receive about students will be what is provided to you through the Services. You agree that you will not use the data received for any purpose other than to offer your services to these students on the Werkey platform and that you will not request additional personal data or store the students' personal data outside the Werkey platform, except where you are responsible for providing tax documents to the consumer. You will indemnify Werkey for any claims arising out of your use of student personal data.

3.4. Efforts to combat piracy

In the event that Werkey implements anti-piracy services to help protect your courses from unauthorized use, you hereby appoint Werkey and our anti-piracy vendors as your agents for purposes of enforcing your copyrights for each of your courses. , through notice and takedown processes in accordance with applicable copyright laws, and for other efforts to enforce those rights. You grant Werkey and our anti-piracy vendors primary authority to send notices on your behalf in order to enforce your copyright interests.

You agree that Werkey and our anti-piracy vendors will retain the above rights unless you revoke them by sending an email to support@werkey.co with the subject line: "Revocation of Anti-Piracy Protection Rights" at the specified email address in your account. Any revocation of rights will be effective 48 hours after our receipt of such notice.

4. Prices

4.1. Price definitions

When creating a course, you will be prompted to select a base price ("Base Price") for your course. If you prefer, you can choose to offer your course for free, as long as your course is included in the SMART Plan, or if you assume the monthly cost of the active user who enrolls in your course. As a content provider for our SMART Plan, you will also have the opportunity to participate in certain promotional programs in accordance with the terms of our Promotions Policy ("Promotional Programs").

If you do not choose to participate in any Promotional Program, we will list your course at Base Price. When a student makes a purchase in a foreign currency, we will convert the Base Price or Promotional Program price into the student's applicable currency using the eCommerce platform exchange rate or payment method, identical to the market exchange rate, in effect when the transaction is processed.

You grant us permission to share your online courses for free with our employees, with selected partners who will promote these courses, and in cases where we need to restore access accounts that previously purchased your courses. You understand that you will not receive compensation in such cases.

4.2. Transaction taxes

If a student purchases a product or service in a country that requires Werkey to remit use or sales tax, value-added tax (VAT) or other similar national, state or local transaction taxes ("Transaction Taxes"), pursuant to applicable law, we will collect and remit such Transaction Taxes to the relevant tax authorities for such sales. We may increase the sales price at our discretion, where we determine that such taxes may be due. In certain markets, such as Brazil, depending on the level of commission that the Content Provider pays to Werkey and the agreement established, the responsibility for issuing the tax document and collecting taxes will be with the Content Provider, who will receive the information from the user required for the issuance.

4.3. Promotional programs

Werkey may offer optional marketing programs (Promotional Programs) that you may choose to participate in, as detailed in our Promotions Policy. These programs can help increase your revenue potential at Werkey by finding the ideal price range for your courses and promoting them through additional marketing channels. There is no upfront cost to participate in these programs, and you can change your membership status at any time, although any changes you make will not apply to currently active campaigns.

5. Payments

5.1. Revenue share

When a student purchases your course, we calculate the gross amount of the sale as the amount actually received by Werkey from the student ("Gross Amount"). Thereafter, depending on the type of commercial agreement entered into with the Content Provider, we may deduct any Transaction Taxes, any active student fees, or other fees set forth in the commercial agreement, which may also include any amounts paid to third parties in connection with the Promotional Programs, to calculate the net sales value ("Net Value").

If you have not chosen to participate in any of Werkey's optional Promotional Programs, your share of the Net Amount proceeds less applicable deductions, such as student reimbursements, will be that defined by your subscription plan membership as a content provider. If we change this payment rate, we will notify you thirty (30) days in advance using relevant means, such as by email or by posting a notice through our Services.

If you agree to participate in any of the Promotional Programs, the relevant revenue share may differ and will be as specified in the Promotions Policy.

In Brazil, Werkey makes all payments in reais, while content providers located in other countries will use the US dollar (US$) as a reference, regardless of the currency in which the sale has been made. We will assume the transaction processing fees (“Means of Payment”), excluding exchange fees and transfer fees to Content Providers in other countries. In these cases, your revenue report will show the sale price (in local currency) and the converted revenue amount (in dollars), while in Brazil the reference will be the Brazilian real.

5.2. Receipt of Payments

In order for us to pay you in a timely manner, you must provide the details for interbank transfer or have a PayPal account in good standing and keep us informed of the correct email address associated with your account. You must also provide any identifying information or tax documentation necessary for the payment of amounts owed, and you agree that depending on the type of business agreement we have with you, we are entitled to withhold the appropriate taxes from your payments. We reserve the right to withhold payments or impose other penalties if you fail to provide us with adequate identification information or tax documentation. You understand and agree that you are ultimately responsible for any taxes on your income.

Depending on the applicable revenue sharing model, payment will be made within forty-five (45) days of the end of the month in which (a) we receive the fee for a course or (b) consumption of the relevant course takes place.

As a content provider, you are responsible for determining whether you are eligible to receive payments from a company in Brazil or the United States. We reserve the right not to pay funds in case of identified fraud, infringement of intellectual property rights or other violations of law.

If we are unable to deposit funds into your payment account after the period established by your state, country or other governmental authority in its unclaimed property laws, we may process funds owed to you in accordance with our legal obligations, including by remitting such funds to appropriate governmental authority as required by law.

5.3. Reimbursement

You confirm and agree that students are entitled to a refund as detailed in the Terms of Use . Content providers will not receive any revenue from transactions for which a refund has been granted under the Terms of Use .

If a student requests a refund after we have made payment to the relevant content provider, we reserve the right to (1) deduct the refund amount from the next payment sent to the content provider or (2) where no further payment is due to the provider of content or payments are not sufficient to cover the amounts refunded, require the content provider to refund any amounts reimbursed to students for the content provider's courses.

6. Trademarks

Any authorized Content Provider may use Werkey to create and publish courses, and Content Providers and students may interact for teaching and learning purposes. As with other platforms where people can publish content and interact, there is always a risk of failure, and the user bears the risk of using Werkey.

As long as you are a Published Content Provider and subject to the requirements below, you may use our trademark where we authorize it.

You must:

Use only the images of our trademark that we make available to you, in accordance with the guidelines of our Brand Manual;
Only use our trademark in connection with promoting and offering your Werkey courses or your participation in Werkey; and
Comply immediately if we ask you to discontinue use.

You should not:

Use our trademark in a deceptive or derogatory manner;
Use our trademark in a way that implies that we endorse, sponsor or approve your courses or services; or
Use our trademark in a way that violates applicable law or in connection with an obscene, indecent or illegal topic or material.

7. Deleting Your Account

If you decide to delete your account, please email our Support Center at support@werkey.co requesting deletion. We will take commercially reasonable steps to effect any remaining scheduled payments due to you prior to the deletion of your account.

You understand that if students have previously enrolled in your courses, your name and Submitted Content will remain accessible to those students after your account is deleted, for as long as promised course access at the time of sale.

If any of your courses have been selected for inclusion in the Werkey for Business Program content collection, in accordance with our Promotions Policy, we may keep your course(s) available for enrollment in the Werkey for Business Program catalog for a period of time. of up to 12 months. In these cases, the content will also remain accessible to students after their account is deleted, for the duration of access to the course promised at the time of sale.

8. Miscellaneous Legal Terms

8.1. Update of these terms

From time to time, Werkey may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features) and reserves the right, in its sole discretion, to modify and/or make changes to these Terms. , any time. In the event of any material change, Werkey will notify the User by effective means such as an email notification sent to the email address specified in the User's account or by posting a notice on our Services. Unless otherwise stated, changes will take effect on the day they are posted.

Your continued use of our Services after the changes take effect signifies your acceptance of the changes. Any revised Terms will supersede all previous Terms.

8.2. Translations

Any version of these Terms in a language other than Portuguese is provided for convenience, and you understand and agree that the Portuguese language will take precedence in the event of any conflict.

8.3. Relationship between us

Werkey and the user agree that there is no joint venture, partnership, employment, service provision or representation relationship between them.

8.4. Prevalence

The following sections will prevail upon expiration or termination of these Terms: ( License to Werkey ), ( Relationship with Other Users ), ( Receiving Payments ), ( Refunds ), ( Deleting Your Account ) and ( Miscellaneous Legal Terms ).

9. How to Contact Us

The best way to contact us is through our support team, via the HELP button available on our sales, educational and affiliate platforms, which directs messages to support@werkey.co . We are available to answer your queries, questions and comments about our Services.