Instructor Agreements

Your available agreements are listed below

 

This agreement defines the terms of the relationship between (“Instructor”) and Toby Groves, Ph.D. DBA Cognificent Learning (“Producer”) to offer web-based professional education classes (“Classes”) presented by Instructor and hosted and by the Producer.
The Producer hosts learning programs in the following formats: On-demand offerings, webinar replay offerings, and live webinar offerings. This includes broadcasts of live content including conferences and webinars, re-broadcasts of recordings from conferences and webinars, and on-demand Classes from recorded content, or a combination 0f these formats.
1. The Producer and Instructor agree that the Producer will record Classes written and performed by Instructor and edit the Classes for broadcast on the Producer’s online learning platform, Cognificent.org. Instructor’s Classes will, at Producer’s discretion, have accompanying discussion groups when approved by Instructor. Cognificent Learning has a network of partnering organizations which offers content from and through Cognificent.org and producer may make Instructor’s Classes available through these partner websites. Classes offered, formats they are offered in, and the schedule of dates and times they are offered it at the Producer’s sole discretion, except Producer shall consult with Instructor in instances that require Instructor’s live interaction. The Producer also records webinars and edit them for re-broadcast. Producer and Instructor will agree on an ongoing basis regarding fees Instructor will pay to the Producer for costs related to filming or recording of Instructor’s Classes by Producer, it’s agents or employees. Producer will offer Instructor’s Classes on its online education platform at Cognificent.org, or through partner websites as Producer deems appropriate, for the term of this agreement. Instructor maintains ownership of all Class content written and performed by Instructor, and Producer maintains ownership of any audio and video filmed and edited by Producer, its employees. agents or contractors.
2. Producer may make Instructor’s Classes available for learners in a variety of professions, in a variety of formats, and at the discretion of the Producer, may offer different types of continuing education credit, or no continuing education credit, as deemed appropriate by the Producer. Instructor can view details regarding the schedule of Class playbacks on the Instructor Dashboard on Cognificent.org. Instructor and Producer agree to notify one another if either becomes aware that any of Instructors Classes needs a content update or if any content is out of date.
3. The Producer may offer the Instructor’s Classes in any or all of three formats, On-Demand Classes, Webinar/Conference Replay Classes, and Live Webinar/Live Virtual Conference Classes: a. On-Demand Classes The Producer may offer at its discretion and for the term of this agreement, the Instructor’s Classes as on-demand content in asynchronous format. On-demand Classes are asynchronous and unscheduled. Learners may start and stop the Class and may re-watch the Class or access associated content for up to 12 months from time of purchase, as determined by Producer. On-demand Classes require the learner to answer quiz or test questions or engagements to earn a certificate. Instructor agrees to provide quiz or test question content for their Classes upon request from Producer.
b. Webinar/Conference Replay Classes The Producer may offer at its discretion and for the term of this agreement, the Instructor’s Classes as webinar replays in both synchronous and asynchronous formats. Webinar or conference replays are offered on a scheduled basis, one-time, and learners may not stop and return to the class except or re-watch the webinar or virtual conference except at the discretion of Producer.
(1) Instructor can access their schedule of Class offerings on their dashboard by signing into their account at Cognificent.org.
(2) Webinar and conference replays require live interaction with Instructor during the replay for learners to be awarded credit. This interaction includes Instructor answering learner questions during the replay. Instructor agrees to use learner engagement technology (such as Slack, SMS text, email, etc.) as directed by Producer to engage with learners and fulfill such requirements. Instructor shall answer learner questions either during the live replay or within 24 hours. Credit granting authorities may change or clarify their requirements and Instructor agrees to make best efforts to work with Producer to fulfill such requirements for learners to receive credit. Failure of Instructor to comply with credit granting requirements will result in the instructor being ineligible for pay for their Classes or content and removal of their Classes and content from the Cognificent.org platform.
(3) Instructor agrees to periodically examine their Class content and notify the Producer if they believe any content has become out-of-date or contains information no longer relevant or correct.
c. Live Webinar/Live Virtual Conference Classes The Producer and Instructor may agree from time to time, to offer live, synchronous webinars or live virtual conference sessions. Pricing and payment terms for live Classes will be agreed to separately on a case-by-case basis between the Producer and the Instructor. Instructor agrees that such agreements may be handled through email or by communications between Producer and Instructor on Cognficent.org. Recorded replays of live Classes will be treated according to section b. of this agreement under “Webinar/Conference Replay Classes” above.
4. A key feature of Cognificent.org is learner access to discussion groups that give learners the ability to interact with Instructors. Upon written approval (including by email or messaging) of Instructor, a discussion group will be established for each class and learners will be granted access to the discussion group for a limited time upon purchase of the Class (learners are typically granted access to the discussion group for between 2 weeks and 60 days). While Instructor is not required to respond to every question or comment in their discussion groups, Instructor (or an appropriate representative of Instructor) agrees to make a reasonable effort to actively participate in their discussion groups not less than once every week to answer questions or otherwise interact with learners. At Producer’s discretion, and upon agreement of Instructor, learners may be offered the option to continue participating in a discussion group beyond the time allotted with the purchase of a Class. If learners pay an additional fee to participate in a discussion group, Instructor will receive pay as outlined below. In instances where discussion group interaction is required for the issuance of continuing education credits, failure of Instructor to engage in discussion groups may result in the instructor being ineligible for pay for that Class and may be subject to removal of the Class from the Cognificent.org platform.

5. Pricing of the Instructor’s Classes and Discussion Groups

Definitions: “Class” is any offering under this agreement for which a Learner is granted a seat by Producer.
“Seat” is defined as the right granted to a learner by the Producer to attend a Class. The Class can be of any number of credit hours or offered through any delivery format. A paid Seat is any Seat that is purchased by a learner or on a learner’s behalf. A free Seat is when the Seat is granted by the Producer without purchase.
a. Pricing of Classes: Pricing of Instructors Classes under 3.a. and 3.b. above will be determined by the number of credit hours assigned to the Class by Producer. The Producer has discretion to offer Instructor’s Classes at rates between $10 (Ten Dollars) and $75 (Seventy-Five Dollars) per credit hour. In determining the pricing, Producer will consider factors such as whether the Class is being purchased individually or by a group, whether the Class is being offered for credit or without credit, and other factors Producer deems relevant to Class pricing. *Unpaid Seats* Producer may, for marketing purposes and at its’ discretion, offer a preview of Instructor’s Classes (no continuing education credit offered) at no cost for industry or group leaders that want to examine the Class for possible group purchase. Producer may also offer one free, unpaid seat to Instructor’s Classes to group leaders of groups of 20 or more that attend the same class (with continuing education credit offered). Instructor will not receive pay for unpaid Seats used for such purposes.
b. Pricing of Discussion Groups: At Producer’s discretion, and upon written approval of Instructor (including by email, text, or chat on Cognificent.org), Producer may offer learners a subscription to continue participating in Instructor’s discussion groups, beyond the time granted by the purchase of a Class, at a cost of between $5 and $50 per month.
c. Cancellation and Refund Policy-Ineligibility for Pay Producer’s published cancellation and refund policy (in place at the time a learner pays for a Class) will apply to all Classes. Producer may change these policies as it deems necessary, with or without notice to Instructor. If Producer refunds any Seat, for any reason, regardless of fault, including technical issues on the part of Producer, Instructor will not receive compensation for that Seat. Partial refunds or refunds granted for unusual circumstances are at the Producer’s discretion and will be determined on a case-by-case basis. Producer will not issue CE credit to a learner on a refunded seat.

6. Reporting and Payment

a. Instructor will receive a revenue share of 33% (Thirty Three Percent) of the price paid by a learner for a Seat to attend Instructor’s Class, except in cases where the seat fee has been refunded. Refunds are at the sole discretion of Producer.
b. Instructor will receive an additional revenue share of 17% (Seventeen Percent) if all of the following conditions are met (eligibility for the additional revenue share is at the sole discretion of Producer):
i. Instructor successfully registers as, and Producer approves Instructor as an affiliate. ii. The learner for which payment may be eligible connects to Cognificent.org and takes one of the Instructor’s Classes through a trackable link from Instructor’s website provided to Instructor by Producer or other tracking mechanism as approved by Producer. iii. The learner for which payment may be eligible is a new account on Cognificent.org and has not previously attended a class on or through Cognificent.org (except and unless, in the case of 7.b.i. above, the learner’s previous access was via the trackable link from Instructor’s website or other tracking mechanism as approved by Producer.) iv. No other individual or entity is due a revenue share related to the learner covered under this section. (Note that a partner of Producer may become eligible for a revenue share related to a learner after that learner previously used the trackable link mentioned above in section 5.b.i. which would result in Instructor becoming ineligible for the additional revenue share after being eligible for a period of time. The fact that any learner used the trackable link first does not give precedence to Instructor related to the additional revenue share.)
c. Instructor will receive a revenue share of 33% (Thirty Three Percent) of the price paid by a learner for subscriptions to continue participating in Instructor’s discussion groups, beyond the time granted for the purchase of a Class, except in cases where such fee has been refunded. Refunds are at the sole discretion of Producer. Instructor will not receive pay for any discussion group where, in the judgement of Producer, Instructor did not reasonably participate in the group through answering questions or otherwise interacting with participants.
d. Revenue share reports reflecting Instructor’s total seat fees will be available in the Instructor’s Dashboard on Cognificent.org
e. Revenue share will be paid by calendar month. Producer will remit payment to the Instructor for the Instructor’s total outstanding revenue share accumulated within a calendar month by check or electronic payment, as determined by Producer, by the last day of the following month.
f. Instructor may be required to complete and sign an invoice for the revenue share payment.
g. Instructor shall review the online revenue share report and notify Producer of any errors or disputes regarding revenue share calculations within 14 days following the end of each calendar month.

7. Other Provisions and Acknowledgements

a) The Producer may use Instructor’s likeness including promotional photo, audio/voice, and/or video clips filmed and edited by the Producer on the Producer’s website and in marketing campaigns which includes social media and email marketing efforts.
b) The Producer and Instructor may agree from time to time on special circumstances not fully covered under this agreement. The parties will accept email communications as the agreement under such circumstances and when explicitly agreed to by both the Producer and the Instructor will become part of this agreement.
c) Instructor shall be bound by the Terms of Service and Privacy Notice on the Producer’s website, except that in the case of any conflict, terms in this agreement shall take precedence.
d) Continuing education credit to Learners may be based on rules and guidelines determined by outside agencies, associations, companies, or organizations who have authority over how a Learner may earn credit, how credit is reported and how records must be maintained or stored. The Producer may, at its sole discretion add, change, or cancel the availability or broadcast of any Class or portion of a Class depending on changes from authorities including but not limited to regulatory agencies, professional associations or others who have authority over the requirements for the granting and issuance of continuing education credit and/or certificates.
e) Instructor agrees to supply, at the discretion of the Producer, all necessary content to publish the Instructor’s Classes for the proposed purpose of awarding continuing education certificates to attendees. This may include slides, polling questions and answers, a glossary of terms, or other supplementary information.
f) Producer may offer Instructor optional services or functionality not covered by this agreement. Such options would be addressed in a separate agreement.
g) In some circumstances, programs that offer credit require Instructor to be available to answer questions from the learner during the broadcast of a Class. The Producer and Instructor will agree on the schedule for such programs. Instructor agrees to make reasonable effort to respond to learner questions either during the broadcast or within 24 hours of the broadcast. The Producer, a representative of the Producer, may respond to learners to set expectations and partially fulfill response requirements of Producer whenever the Producer deems appropriate. If Producer responds to a Learner, Producer will make it clear that it is the Producer and not Instructor that is responding. The act of Producer responding does not eliminate the responsibilities of Instructor to respond to Learners under the timeframes noted herein.
h) The Producer uses technology and software vendors including a variety video and webinar hosting platforms and other communication technology as it deems necessary and at its sole discretion (i.e. Amazon Web Services, Vimeo, Zoom, BigMarker, Slack, Twilio and many more). Instructor agrees that Instructors Classes may be hosted on and/or played through these vendors and/or platforms and Producer may require Instructor to use technology that allows Instructor or Producer to interact with learners which may be required to grant credit or to provide the best user experience to learners or partners at the discretion of Producer.
i) If events occur that, in the discretion of the Producer, affects the timeliness or validity of Class content, the Producer reserves the right to determine that a Class needs to be updated. If it is determined by the Producer that a Class requires updating, the Producer can remove the course from the online library until it is updated and may require input from the Instructor before the Class can be available again on the online library. In such cases, Instructor agrees to make best efforts to provide necessary information or documentation as requested by the Producer to update the Class.
j) *Disclaimer* Producer bears no liability, and no promises are made to Instructor, other than the payment of any outstanding Instructor revenue share and the protection of Instructor’s content, if Producer chooses or is unable, for any reason or no reason, to continue offering the Instructor’s Classes. Any fees Instructor paid to the Producer under section 1 of this agreement and/or the value of Instructor’s time spent, or any other thing of value provided by Instructor related to this agreement is at the sole risk of Instructor.
k) Term of Agreement, Option to Terminate, and Non-Exclusivity. This is a non-exclusive agreement. The term of this agreement shall be two years from the date this agreement is signed and thereafter renewable annually at the option of Instructor and Producer by written agreement. Instructor may terminate (discontinue) this agreement with 60-days written notice to Producer. If, for any reason, the agreement is terminated, all terms of this agreement shall remain in force through the date of termination. If this agreement is terminated by Instructor, classes already scheduled to play, including those scheduled to play after the termination date but prior to the original ending date of this agreement, shall continue to play at Producer’s discretion, and all terms of this agreement shall remain in force in relation to each play of those classes.
l) Risk of Unauthorized Use and Liability Disclaimer Recording, downloading, re-broadcasting or unauthorized playing of any protected content on Cognificent.org or its partner websites by unauthorized parties is strictly prohibited. Reasonable care will be taken by Producer and Instructor (to the extent Instructor is able) to protect all content against unauthorized use and such use, if known by either Producer or the Instructor, shall be reported to the other party to this agreement and the authorities promptly upon becoming aware of unauthorized use. It is impossible for anyone to be aware of or stop all unwanted or unauthorized use, and as such the Instructor and Cognificent Learning mutually agree not to hold the other liable for unauthorized use of content that is outside their reasonable knowledge or control.
m) Producer makes no promises or guarantees regarding the eligibility of any individual Class to be credit bearing, or to continue to be credit bearing if initially approved. Credit granting or approving authorities including state or federal licensing boards, state licensing boards, organizations offering certifications and others may change the requirements for approving credit for classes, including the credit offered for Instructors Classes. These changes could take place without prior notice and are outside the control of Producer. Classes previously approved could become ineligible for credit, forcing Producer to remove the Class or Classes from the Cognificent.org library.
n) Changes in Class offerings, schedule, editing changes Instructor agrees that Producer may edit Classes to meet changing regulations, State or organizational requirements, including audio, video, running time, and inserted images or language as it deems necessary or appropriate.
o) Choice of Law This Agreement shall by governed by Ohio law. If any portion of this Agreement is found to be invalid or unenforceable by any court or arbitrator, the remaining terms shall remain in force between the parties.
p) Indemnification Each party shall indemnify and hold the other harmless, to the fullest extent allowed by law, for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney’s fees, which arise from any alleged breach of such indemnifying party’s representations and warranties made under the Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party’s expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of the Agreement. Producer agrees to indemnify, defend, and hold harmless Instructor from any claims related to the sale, advertising or marketing of the Classes by Producer, including, but not limited to, any claims related to the quality of the streaming or distribution of the Classes by Producer, the registration of Classes with any entities regarding continuing education credits in any jurisdiction, or any other aspect of the advertising and marketing of the Classes by Producer.
q) Confidentiality Each party shall hold in strictest confidence any Confidential Information of the other party disclosed or made available pursuant to this Agreement. “Confidential Information” means any non-public information, technical data, trade secrets or know-how (including, but not limited to, information relating to students, data, research, products, software, documentation, formula, process, techniques, services, development, inventions, processes, engineering, techniques, pricing, internal procedures, finances, employees and business opportunities) whether having existed, now existing, or to be developed or created in the future, whether tangible or intangible, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically, or in writing. Neither party shall use any Confidential Information received from the other party except as expressly permitted under this Agreement, or as necessary to perform its duties hereunder, and Producer shall not disclose any such Confidential Information to any third party (except employees and only on a “need to know” basis and subject to their being bound to protect the confidentiality of the Confidential Information) without the Instructor’s prior written consent, provided, however, such prior consent shall not be required if either party is required to disclose Confidential Information by court order or other operation of law and each party provides the other party with prompt notice of such court order or operation of law.
r) Entire Agreement This Agreement contains the entire agreement and understanding between the parties and supersedes any prior or contemporaneous written or oral agreements, representations, and warranties between them respecting the subject matter of this Agreement. This Agreement may only be amended in writing signed by Instructor and by a duly authorized representative of the Producer. If any term, provision, covenant or condition of this Agreement, or the application to any person, place, or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
s) Notices All notices given pursuant to this Agreement shall be in writing and may be hand delivered or shall be deemed received within five (5) business days after mailing if sent by certified mail, return receipt requested. Either party may from time to time change its notice address by written notice to the other party.
t) Documents Instructor agrees to provide, within a reasonable time of request, any documents necessary related to this agreement such as W9 or other legally required tax documents.

By signing this Agreement, the parties acknowledge they have read the entire Agreement and fully understand the terms, conditions, and obligations of this Agreement.
Electronic Signature Consent(Required)
Your Name(Required)
MM slash DD slash YYYY

This website uses cookies to ensure you get the best experience