Last updated 05/12/2022
Teachable is committed to transparency, openness, and authenticity. These terms & conditions (“Terms”) are intended to ensure that our social media partners follow legal requirements and best practices around social media posts (including but not limited to blogs/vlogs, Youtube, Facebook, Twitter, TikTok, forums and any other social media).
By entering into an Endorsement Agreement (“Agreement”) with Teachable to promote Teachable services, you (“You” or “Endorser”) agree to be bound by these Terms.
Please reach out to your Teachable contact with any questions or concerns regarding your Endorsement Agreement with Teachable or these Terms.
1.Advertising and Endorsement Compliance. You agree to comply in all respects with all applicable advertising and endorsement laws, including, without limitation, any and all FTC guidance in connection with advertising and endorsements. This includes, but is not limited to:
(a) Telling your audience about your relationship with Teachable. You agree that if you receive any fees, discounts, or other benefits from Teachable, You will let your audience know about our partnership.
When engaging with Your audience through written posts on Instagram, Facebook, Twitter and the like, You can do this by starting your post with #Teachable and #Ad or #Sponsored. When interacting with your audience through a video such as YouTube, include #Teachable and #Ad or #Sponsored on the actual video footage at the beginning of the video.
Your disclosure must be clear and conspicuous, meaning in a font that’s easy to read and in a place where viewers are likely to see it. That is, the information should not be included in a footnote, a separate page, in the middle of a video etc.
(b) Giving Your Honest and Truthful Opinions. Your statements about the Teachable Platform shall be honest, truthful and reflect your actual experience.
(c) Making Sure That any Claim You Make About Teachable is Substantiated. Any assertions that You make about Teachable services must be verifiable. That is, there needs to be evidence to support that the statement You’re making about Teachable is accurate.
The Federal Trade Commission has published a FAQ that gives additional do’s and don’ts around social media endorsements.
2.Teachable Review. You acknowledge and agree that Teachable may ask You to modify or remove any sponsored posts that it considers false or misleading, or that are inconsistent with Teachable’s brand and principles. You agree that if we contact You, You’ll immediately remove the post pending corrections.
3.Copyright and Legal Compliance: You agree to comply with all other legal obligations, including the following:
(a) Your post will not infringe on any copyright, trademark, or any other intellectual property of any other party;
(b) Your post complies in all respects with any other applicable laws;
(c) Your post does not violate any third party’s right to privacy;
(d) Your post does not libel or slander anyone; and
(e) Your post does not violate the rights of any other person or entity.
4.Teachable Content. All intellectual property made, developed, conceived, first reduced to practice, fixed in any tangible medium of expression, or created independently by Teachable, including but not limited to, Teachable’s logos, marks, designs, text, graphics, pictures, audio, software, technology, and data is the sole and exclusive property of Teachable and may not be modified by you in any way.
5.Use of Teachable marks. Teachable grants You a limited, revocable, non-exclusive, non-transferable license to use Our name and logo solely for the purposes of rendering the Services under the Endorsement Agreement, subject to the following terms:
(a) Teachable may provide you with style or usage guidelines around the use of our logo. You may only use our logo consistent with these guidelines;
(b) You may not modify our logo in any way without Teachable’s express written permission; and
(c)Teachable reserves the right to revoke your license at any time at our sole discretion.
6.Endorser License. You grant Teachable and its designees a limited, irrevocable, nonexclusive worldwide license to use Your name, photograph, voice, logo, and/or likeness for the purpose of publicizing the Services rendered pursuant to the Endorsement Agreement.
7.Term and Termination. These Terms will remain in effect until the termination of the Endorsement Agreement, which may be terminated:
(i) by either party on provision of thirty (30) days’ written notice to the other party, with or without cause;
(ii) by either party if (a) the other party violates any applicable U.S. state or local law, rule, regulation, or ordinance (including without limitation any and all FTC regulations specifically addressing endorsement activity and/or other regulations addressing marketing and advertising activities in general); (b) the other party otherwise materially breaches the Endorsement Agreement and/or these Terms and, if curable, such material breach remains unremedied for a period of seven (7) days following receipt of written notice thereof; or (d) the other party becomes insolvent, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver for its business, or becomes subject to any proceeding under bankruptcy laws or any other statute or laws relating to the insolvency or protection of the rights of creditors.
(iiI) by Teachable at any time and without prior notice, if the Endorser (a) fails to comply with Teachable’s written policies or reasonable directives, (b) engages in conduct or activities that, in Teachable’s sole discretion, is considered to be damaging to Teachable’s business or reputation, including without limitation, committing any act which Teachable considers offensive, incendiary, racist, hateful, threatening, defamatory, or otherwise objectionable, or (c) there arises on the part of the Endorser gross negligence or willful misconduct in connection with performance under the Endorsement Agreement or these Terms.
(iv) After the termination of the Endorsement Agreement for any reason, Teachable shall promptly pay the Endorser for Services rendered before the effective date of termination. Notwithstanding the foregoing, if Teachable terminates the Endorsement Agreement for cause pursuant to sections 7(b)(ii) and 7(b)(iii) above, Teachable shall be released from its obligations to make any payments to Endorser, and Endorser shall promptly refund Teachable any payments rendered under the Endorsement Agreement within 10 business days of termination.
8.Force Majeure. Neither You nor Teachable will be not be considered in breach of the Endorsement Agreement or these Terms due to any delay or failure to perform its obligations under the Endorsement Agreement or these Terms by reason of severe illness, accident, technology failure, government regulation, fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event”).
However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:
9.Non-Disparagement. You acknowledge and agree that the primary purpose of our partnership is to promote the Teachable Platform, and that it shall be deemed a material breach of the Endorsement Agreement and these Terms if You, at any time during the Term of the Endorsement Agreement or thereafter, make any disparaging, false, misleading, or otherwise defamatory comment(s) about Teachable, and/or its employees, agents, directors, officers, affiliates, products, and/or services. The parties agree that it would be difficult to ascertain the damages suffered due to breach of this non-disparagement clause. Accordingly, if You are found in breach of this provision, you shall be responsible for liquidated damages in the amount equal to 2X the total fees you received under the Endorsement Agreement.
10.Release. You agree to release and hold harmless Teachable and its officers, directors, employees and agents from and against any claim or cause of action, including, but not limited to, injuries or damages, arising out of the Endorsement Agreement and/or these Terms.
11.Limitations of Liability. Teachable and its officers, directors, employees and agents shall not be liable for any special, direct, indirect, incidental, punitive, or consequential damages of any kind whatsoever in any way due to, resulting from, or arising in connection with the Agreement and these terms. Teachable’s aggregated liability for any claims relating to the Endorsement Agreement and/or these Terms will be limited to an amount equal to the sum of the fees paid by Teachable to Endorser under the Endorsement Agreement.
12.Indemnification. You agree to indemnify, defend, and hold harmless Teachable, its present and future officers, directors, employees, agents, licensors, or suppliers from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation by You of the Endorsement Agreement and/or these Terms.
13.Confidentiality. Teachable and the Endorser may be exposed to or come into possession of confidential and proprietary information, including the contents of the Endorsement Agreement, that both parties wish to remain confidential. Confidential Information ("Confidential Information") includes, but is not limited to, (i) the information, obligations, terms and conditions, and each provision under the Endorsement Agreement, including any fees or other compensation arrangements, (ii) information relating to either parties' current or proposed business, (iii) financial statements, budgets and projections, (iv) customer identifying information, including potential and intended customers, (v) products, whether in existence at the time of this agreement or in development, (vi) computer programs, specifications, manuals, software, analyses, (vii) strategies, marketing plans, business plans, and (viii) any other confidential information, provided orally, in writing, by drawings, or by any other media. All Confidential Information shall be clearly identified as confidential and marked "Confidential" in order to be treated as confidential and subject to these Terms. Notwithstanding the foregoing, information not marked "Confidential" shall be treated by the parties as confidential and subject to these Terms if, under the circumstances, a reasonable party would understand it to be considered confidential and/or proprietary. The parties shall not disclose Confidential Information to any third party except for professional advisors or use it for any purpose but to fulfill their obligations contained hereunder. Each party shall use all commercially practicable efforts to safeguard the secrecy and confidentiality of the Confidential Information, and shall not disclose any of the Confidential Information to any third party (other than as required to fulfill its obligations hereunder), during the Term (as defined in the Endorsement Agreement) or thereafter, except: (i) information which was known by the recipient prior to the effective date of the Endorsement Agreement without any obligation of confidentiality; (ii) information which is publicly available or which becomes publicly available through no fault of the recipient; (iii) information which is lawfully acquired from a third party without restriction on disclosure; (iv) information required to be disclosed pursuant to any statutory, regulatory, or judicial requirement, provided that the recipient gives the other party prior prompt written notice of such requirement to permit the other party to seek a protective order or other appropriate remedy; or (v) with the express prior written consent of the applicable party.
14.Independent Contractor. You and Teachable are independent entities and the Endorsement Agreement and these Terms do not create any agency or employment relationship between us. Without limitation on the generality of the foregoing, you may not bind Teachable to any agreement, obligation, or covenant of any kind, expressed or implied.
15.Relationship to Other Agreements. These Terms supplement your Endorsement Agreement, which establishes the promotional Services that You’ll be providing to Teachable and is incorporated into these Terms by reference. To the extent that there is a conflict between these Terms and the Endorsement Agreement, the terms of the Endorsement Agreement will prevail.
16.Changes to these Terms. Teachable may review and update these Terms at any time at our sole discretion and it is the Endorser’s responsibility to keep abreast of those changes. All changes are effective immediately when posted and apply to all Services rendered under the Endorsement Agreement.
17.No Delegation or Assignment. Endorser shall not delegate or assign any performance under the Endorsement Agreement, except with Teachable’s prior written consent. If a purported assignment or purported delegation is made in violation of this section, it is void.
18.No Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of the Endorsement Agreement or these Terms will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
19.Disputes/Governing Law: Except where prohibited by law, You agree that any and all disputes, claims and causes of action arising out of or connected with the Endorsement Agreement and/or these Terms shall be resolved individually, without resort to any form of class action. You further irrevocably and unconditionally agree that all issues, questions, disputes, or any other disagreements of any kind regarding shall be governed by and construed in accordance with the laws of the State of New York without application or reference to the principles of conflicts of law, whether of the State of New York or any other jurisdiction. To the extent permitted by law, the parties hereby waive their right to a jury trial with respect to any and all claims and issues arising out of or relating to the Endorsement Agreement and/or these Terms whether sounding in contract or tort.