Instructor Terms

1. Terms Generally

These Terms contain important information about the legal rights, remedies, and obligations of Instructors in their relationship with Therapas.

Our mission is to serve the allied health sector through high quality and timely training and resources delivered direct to practitioners, students, associated occupations and the public.

We consider a marketplace model the best way to offer valuable this content to our users. We need rules to keep our platform and services safe for you, us, and our student and instructor community. These Terms apply to all your activities on the Therapas website (“Website”) and other related services including our mobile platform and any APIs or page embedded stores (“Services”) for use by Therapas’ customers and partners (“Students”).

We also provide details regarding our processing of personal data of our Students and Instructors in our Privacy Policy. We also provide general Terms of Use that apply to all users of our platform.

2. Your Instructor Account

You need an account for most activities on our platform, including to purchase and access content or to submit content for publication. When setting up and maintaining your account, you must provide and continue to provide accurate and complete information, including a valid email address. You acknowledge that failing to update us may mean we are unable to perform our obligations under this agreement.

You have complete responsibility for your account and everything that happens on your account, including for any harm or damage (to us or anyone else) caused by someone using your account without your permission. This means you need to be careful with your password. You may not transfer your account to someone else or use someone else’s account. If you contact us to request access to an account, we will not grant you such access unless you can provide us with the information that we need to prove you are the owner of that account.

3. Instructor Obligations

As an instructor, you are responsible for all content that you post or present, including lectures, quizzes, practice tests, assignments, webinars resources, answers, course landing page content, assessments, and announcements (“Instructor Content“). This includes webinars, events, presentations and other trainings (“Trainings”). Therapas may provide you access to the instructor dashboard to allow you to edit and update your Instructor Content.

You represent and warrant that:

• you will provide and maintain accurate account information;
• you own or have the necessary licenses, rights, consents, permissions, and authority to authorise Therapas to use the Instructor Content as specified in these Terms and the Terms of Use;
• your Instructor Content will not breach any obligations of confidentiality to may hold to other clients or parties;
• your Instructor Content will not infringe or misappropriate any third party’s intellectual property rights;
• you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to teach and offer the trainings and courses that you offer through your Instructor Content and use of the Services;
• you will not subcontract the performance of your Trainings;
• you have legal capacity to enter into this Agreement;
• you do not have a conflict of interest in presenting on the topic identified in the Schedule;
• you will at all times accurately represent your qualifications, experience and credentials; and
• you will ensure a quality of service that corresponds with the standards of your industry and instruction services in general.

You warrant that you will not:

• post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing or defamatory content or information;
• post or transmit any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Services or to any user;
• use the Services for business other than providing tutoring, teaching, and instructional services to students;
• engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording;
• frame or embed the Services (such as to embed a free version of a course) or otherwise circumvent the Services other than with our permission;
• impersonate another person or gain unauthorised access to another person’s account;
• interfere with or otherwise prevent other instructors from providing their services or content; or
• abuse Therapas resources, including support services.

4. License to Therapas

You grant Therapas an exclusive license to offer, market, and commericalise your Instructor Content Content. This is a nonperpetual, exclusive, revocable, worldwide, non-transferrable licence to use, capture, reproduce, distribute and on-sell the Instructor Content for the purpose of commercialising the Instructor Content, including through syndicating the Submitted Content through third party platforms. You agree you will not will not host, use, record, publish, distribute, sell, commercialise or make available for use, sale or commercialisation any Instructor Content in Australia other than through Therapas.

You also authorise Therapas to record and use all or any part of your Instructor Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. We will attribute your authorship in the Instructor Content but will brand, market and otherwise promote the Instructor Content under the Therapas branding. You retain intellectual property rights and moral right in the Instructor Content including copyright in all creative and literary works incorporated into the Instructor Content. On cessation of this agreement, subject to any terms below, all rights revert back to the Instructor.

We partner with anti-piracy vendors to help protect your content from unauthorised use. To enable this protection, you appoint Therapas and our anti-piracy vendors as your agents for the purpose of enforcing copyrights for each of your content, through notice and takedown processes (under applicable copyright laws, domestically and internationally) and for other efforts to enforce those rights. You grant Therapas and our anti-piracy vendors authority to file notices on your behalf to enforce your copyright interests.

For the purpose of permitting enrolled students to access content after purchase, this license and instructor obligations under clause 4 will survive termination of this Agreement for a period of twelve (12) months.

5. On Demand Training

If the Schedule includes On Demand Training items, then the Presenter agrees to provide the following:

• A recorded training session in .mp4 format (or equivalent); and,
• A completed New Session form including a precis of the training, a summary of topics, and any additional requesting information in the form.

If the Instructor does not provide the above material within three months of this agreement or otherwise does not publish any content, we may terminate this agreement and rescind any associated offers or recommendations of topics. This may occur through suspension or deletion of your Instructor Account.

The Instructor warrants that any provided material is novel and has not been published, distributed, transferred or prepared other than in respect of this agreement.

6. Events/Webinars

If the Schedule includes in-person workshop or scheduled webinar items (“Event”), then the Instructor agrees to provide the following.

Twenty-one (21) days before each Event, the Instructor must supply the Company with:

• A recorded training session in .mp4 format (or equivalent); and,
• A completed New Session form including a precis of the training, a summary of topics, and any additional requesting information in the form.

Twenty one (21) days before each event, the Instructor must supply the Company with the instructor presentation slides.

At the time of the event, present at the Event at the time, venue and/or manner as set out in the schedule.

In the event of illness or emergency affecting the Instructor and the Instructor is not able to present, the Instructor will notify Therapas at the earliest practicable convenience and we will make all reasonable efforts to reschedule the Event. We will notify the Instructor at least one (1) month prior to any cancellation/postponement of an Event. If it is not possible to reschedule the Event despite the best efforts of both Parties, either Party may by notice in writing to the other Party terminate this Agreement, without penalty.

If the event is held in a site that is not controlled and operated by the Instructor, the Instructor agrees to make its own arrangements to ensure adequate insurance coverage is effected for the Instructor.

7. Pricing

Prices on Therapas are determined dynamically with regard to the length of the content and demand and may increase from time to time in line with market changes and inflation. You agree that Therapas may vary the price of your Instructor Content from time to time. In some instances, the price of content offered on the Therapas website may not be exactly the same as the price offered on our mobile or may differ from region to region.

We occasionally run promotions and sales for our content, during which certain content is available at discounted prices for a set period of time. We may also from time to time as a promotion offer coupons to returning users or bundle Instructor Content into group packages or micro-credentials. We also provide discounts to students and some education professionals.

8. Promotion

Therapas is committed to providing promotion of your Instructor Content in a manner that builds your professional reputation and standing in your practice area.

You grant Therapas permission modify or otherwise amend the form and content of the Instructor Content and to produce, distribute or publish the Instructor Content using any medium whatsoever for the general purpose of promoting the Instructor Content through any channels or avenues.

You grant Therapas permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, your Instructor Content, or Therapas’ content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.

9. Fees and Invoicing

When a student purchases your Instructor Content, we calculate the gross amount of the sale as the amount actually received by Therapas from the student (“Gross Amount“). From this, we subtract any applicable Taxes, any mobile platform fees applied to mobile provider checkout sales, any service and processing fee any non-mobile provider checkout sales, and any amounts paid to third parties in connection with the Instructor Content to calculate the net amount of the sale (“Net Amount”).

Your revenue share will be calculated from the Net Amount less any applicable deductions, such as student refunds (“Revenue Share”). If you are eligible for GST an amount equal to the GST amount payable on the supply will be paid to you in addition to the Revenue Share amount. If we change the Revenue Share we will provide you 30 days’ notice using prominent means, such as via email or by posting a notice through our Services. At a minimum your Revenue Share will be 37.5% although this may vary from presenter to presenter. Any variation to this clause must be in writing.

Therapas makes all instructor payments in Australian dollars (AUD) regardless of the currency with which the sale was made. Therapas is not responsible for foreign currency conversion fees, wiring fees, or any other processing fees that you may incur. Your revenue report through the Instructor Dashboard will show the sales price (in local currency) and your converted revenue amount (in AUD).

Therapas will make payment of the revenue share amount to the instructor within a reasonable period of time (“Instructor Payment”) and no later than two weeks after the end of each quarter. If you are registered for GST we may generate a tax invoice and a tax receipt on your behalf at the end of each financial quarter. If you are not registered for GST we will issue a remittance advice.

The Instructor is not entitled to any superannuation amounts.

10. Refunds

You acknowledge and agree that students have the right to receive a refund, as detailed in the Terms of Use. Instructors will not receive any revenue from transactions for which a refund has been granted under the Terms of Use.

If a student asks for a refund after we have paid the relevant Instructor Payment, we reserve the right to either (1) deduct the amount of the refund from the next payment sent to the instructor or (2) where no further payments are due to the instructor or the payments are insufficient to cover the refunded amounts, require the instructor to refund any amounts refunded to students for the instructor’s Instructor Content.

11. Relationship to Students

Instructors don’t have a direct contractual relationship with students, so the only information you’ll receive about students is what is provided to you through the Services, a presentation platform, and in-person event or otherwise by communication with us. You agree that you will not use the data you receive for any purpose other than providing your services to those students on the Therapas platform, and that you won’t solicit additional personal data or store students’ personal data outside the Therapas platform.

You (and any principal you act for) agree not to directly approach, canvass, or solicit any Student. This does not prohibit Students contacting you on their own initiative.

You agree to abide by a fair use policy in relation to advertising or promoting another service. We may request you to adjust or remove content if we consider that your promotion is disrupting a student’s experience. Therapas protects the experience of students on this platform and may terminate any agreement with an Instructor should this clause be breached.

You agree to indemnify Therapas against any claims arising from your use of students’ personal data or any breach of the Privacy Act 1988 (Cth) or any other applicable privacy guidelines.

If you are providing webinars through Zoom or a similar independent webinar platform, you agree after the presentation to provide to us any feedback, questions, or contact data provided by the Students.

12. Disputes

You agree to resolve all disputes through the following process.

Firstly, through lodging a complaint to Therapas through our complaint’s portal. You agree to allow 45 days for us to consider your complaint and seek to resolve it informally through our internal processes.

Secondly, on completion of the 45 days with no outcome mutually satisfactory to the parties, through binding commercial arbitration through an independent arbitrator appointed by the Queensland Law Society as requested by Therapas. You agree to submit to the jurisdiction of the independent arbitrator and be bound by their decision.

You waive your rights to commence any action in any other court or forum until the above dispute resolution process is completed.

13. Terminating this Agreement

You can terminate this agreement at any time through notice to our email ‘[email protected]’.

We may terminate this agreement at any time for a just cause or any other reason set out in these Instructor Terms. We will notify you within seven days of any decision to terminate this agreement.

In relation to on-demand trainings we will use commercially reasonable efforts to make any remaining scheduled payments that are owed to you before removing your content and deleting your profile and account.

You understand that if students have previously enrolled in your Instructor Content, your name and that Instructor Content may remain accessible to those students after this agreement is terminated for up to six months after the Instructor Content is published.

You understand that Therapas relies on third party advertising partners and that within three months following your termination that you, your likeness and your content may still form a part of our advertising material.

14. Our Trademarks

While you are a published instructor on Therapas and subject to the requirements below, you may use our trademarks where we authorise you to do so.

• • You must:
    • only use the images of our trademarks that we make available to you, as detailed in any guidelines we may publish;
    • only use our trademarks in connection with the promotion and sale of your Instructor Content available on Therapas or your participation on Therapas; and,
    • immediately comply if we request that you discontinue use.
  • You must not:
    • use our trademarks in a misleading or disparaging way;
    • use our trademarks in a way that implies that we endorse, sponsor, or approve of your Instructor Content or services; or
    • use our trademarks in a way that violates applicable law or in connection with an obscene, indecent, or unlawful topic or material.

15. Miscellaneous Legal Terms

From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Therapas reserves the right in its sole discretion to modify and/or make changes to these Terms 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 through our Services. Modifications will become effective on the day they are posted unless stated otherwise.

Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.

You and we agree:

• you will comply with any reasonable direction by the company necessary to protect the interests of Therapas in providing the services;
• you will not assign or transfer any of your rights and obligations under this agreement; and,
• this agreement is subject to the laws and time zone of Queensland, Australia;
• a parties’ failure to exercise a right does not waive that right;
• this is the whole agreement in relation to the items set out in the Schedule (although other agreements may be entered into in relation to other Instructor Content items);
• that no joint venture, partnership, employment, contractor, or agency relationship exists between us; and,
• that the best way for us to notify each other is by email and that you and we check our email daily.

The Instructor indemnifies Therapas in respect of any claim, action, damage, loss, cost, charge, expense, penalty, fine or payment which Therapas suffers, incurs or is liable for as a result of the content and presentation of the Trainings or any breach by the Instructor of its obligations or warranties under this Agreement.

The following sections shall survive the expiration or termination of these Terms: Sections 4 (License to Therapas), 9 (Fees and Invoicing), 10 (Refunds), 11 (Relationships to Students) 14 (Termination), and 15 (Miscellaneous Legal Terms).