Instructor Agreement

Every instructor on Univada signs this agreement before any of their courses can be published. The signed record is held as immutable evidence and can be produced on request to payment processors, regulators, or copyright holders.

UNIVADA INSTRUCTOR AGREEMENT Version 2026-05-25 This Instructor Agreement ("Agreement") is entered into between Univada, Inc. ("Univada", "we", "us") and the individual or entity submitting and publishing course content on the Univada platform ("Instructor", "you"). By signing this Agreement you confirm that you have read, understood, and accepted every clause below. 1. ELIGIBILITY AND IDENTITY 1.1 You confirm that the name and email recorded with your signature are your true, legal identity (or an authorised representative of the legal entity you are publishing on behalf of). 1.2 You are at least 18 years old, or the age of majority in your jurisdiction, whichever is higher. 1.3 Univada may, at any time, require you to verify your identity, tax status, or right to do business before approving or continuing to host your content. 2. CONTENT OWNERSHIP AND ORIGINALITY 2.1 You represent and warrant that every lecture, video, audio file, slide, image, code sample, dataset, exercise, quiz, and any other material you upload ("Submitted Content") is either: (a) authored entirely by you; (b) in the public domain in every market Univada serves; (c) used under a written licence that permits commercial reuse and that you can produce on request; or (d) used under an open licence (e.g. Creative Commons, MIT) whose terms you have followed in full, including attribution. 2.2 You will not submit content that is copied, paraphrased, transcribed, or otherwise derived from another instructor's, platform's, or publisher's work without a clear, written licence. 2.3 You will not use logos, trademarks, mascots, trade dress, or likenesses of any third party in a way that implies sponsorship, endorsement, or partnership. 3. LICENCE GRANTED TO UNIVADA 3.1 You grant Univada a worldwide, non-exclusive, royalty-bearing licence to host, store, transcode, stream, distribute, market, sublicense to learners and verified Univada partners, and translate your Submitted Content for the purpose of operating the Univada platform. 3.2 The licence survives termination of this Agreement only to the extent necessary for Univada to honour existing learner enrolments, regulatory record-keeping, and contractual obligations to payment processors. 3.3 You retain ownership of your Submitted Content. Nothing in this Agreement transfers copyright to Univada. 4. PAYMENT, PAYOUTS, AND TAXES 4.1 Univada will pay you a revenue share on net receipts (after refunds, payment-processor fees, chargebacks, and applicable taxes) as set out in the Instructor Earnings page in your account. 4.2 Payouts are made through licensed payment processors. You authorise Univada to disclose to those processors (including, where applicable, Paystack, Stripe, or Wise) the information they require to verify you and to release funds — including your name, address, tax ID, and proof of content rights. 4.3 You are solely responsible for declaring and paying any income, VAT, GST, or other taxes due on your earnings in your jurisdiction. 5. COMPLIANCE AND ANTI-FRAUD 5.1 You will not artificially inflate enrolments, ratings, reviews, watch-time, or completion data. 5.2 You will not run promotions or referral activity that violates the terms of any payment processor, app store, or applicable consumer-protection law. 5.3 You will respond to compliance queries from Univada within 10 business days. Failure to do so may result in your courses being unpublished until the query is resolved. 6. CONTENT STANDARDS 6.1 Submitted Content must not contain material that is unlawful, sexually explicit involving minors, that incites violence, that constitutes targeted harassment, or that promotes the bypassing of digital rights management or other security controls. 6.2 You will follow the Univada Copyright Guidelines and the Univada Trust & Safety Policy as in force from time to time. 7. TAKEDOWN AND DISPUTES 7.1 Univada operates a notice-and-takedown process at copyright@univada.com. If we receive a valid notice that your content infringes a third party's rights, we may remove or disable access to that content and notify you. 7.2 You may submit a counter-notice. Repeated or unresolved infringement may result in termination of this Agreement and removal of all your courses. 8. SUSPENSION AND TERMINATION 8.1 Either party may terminate this Agreement at any time on 30 days' written notice. 8.2 Univada may suspend or terminate immediately, without notice, where it has a good-faith belief that you have breached clauses 2, 5, 6, or 7, or where required to do so by law, a payment processor, or a court order. 8.3 On termination Univada will continue to honour outstanding learner enrolments and pay you the corresponding revenue share for the lifetime-access period purchased before termination. 9. RECORDS AND EVIDENCE 9.1 Univada stores an immutable record of your signature, including the version of this Agreement you signed, the timestamp, the IP address from which it was signed, the user-agent string, your full name as entered, and a full text snapshot of the Agreement at the time of signing. 9.2 You consent to Univada producing this record to payment processors, auditors, courts, or regulators on request. 10. WARRANTIES AND INDEMNITY 10.1 You warrant that the use of your Submitted Content in accordance with the licence in clause 3 will not infringe the intellectual property, privacy, publicity, or contractual rights of any third party. 10.2 You will indemnify and hold harmless Univada, its officers, employees, contractors, and payment processors from any claim, loss, fine, or expense (including reasonable legal fees) arising out of a breach of clauses 2, 5, 6, 7, or 10.1. 11. GOVERNING LAW 11.1 This Agreement is governed by the laws of the Republic of Kenya, without regard to its conflict-of-laws rules. 11.2 The parties submit to the exclusive jurisdiction of the courts of Nairobi, Kenya, for any dispute arising out of or in connection with this Agreement. 12. ENTIRE AGREEMENT 12.1 This Agreement, together with the Univada Terms of Service, Privacy Policy, Copyright Guidelines, and Trust & Safety Policy, constitutes the entire agreement between you and Univada with respect to its subject matter and supersedes any prior agreement on the same subject. 13. COPYRIGHT AUTHORIZATION AND RESELLER GRANT 13.1 You hereby grant Univada express written authorization to act as a reseller, distributor, and licensor of every course, lecture, video, PDF, article, image, and supporting asset you publish on the platform ("Authorized Works"), for the full term of this Agreement and the lifetime-access period of any learner who purchased before termination. 13.2 This authorization is irrevocable for already-completed learner transactions and is provided specifically so that Univada and its licensed payment processors (including, where applicable, Paystack, Stripe, and Wise) may lawfully collect, hold, and disburse payments for the Authorized Works in any market Univada operates in. 13.3 You confirm that you are the rightsholder of the Authorized Works (or hold a written sub-licence sufficient to grant the rights in this clause) and that no other party's consent is required for Univada to resell them. 13.4 On request from Univada, a payment processor, an auditor, a regulator, or a court, you will produce within 10 business days the underlying proof of ownership or licence for any Authorized Work. 13.5 Univada may produce the signed PDF of this Agreement, including your typed/drawn signature, the timestamp, your IP address, and your user-agent, as definitive evidence of this authorization. By signing below I confirm that I have read, understood, and accepted every clause of this Agreement, and I expressly authorize Univada to act as the reseller of my courses under clause 13.