Vendor Terms and Conditions
These Vendor Terms & Conditions were last updated July 12, 2017.If you are a Vendor, these Vendor Terms & Conditions (the “Vendor Terms”) contain the terms and conditions of Your participation as a Vendor via Luma Learn’s Services in their entirety. This is a binding agreement between you and Luma Learn. The site includes an online marketplace through which Vendors may offer classes and learners purchase such classes. You acknowledge and agree that: (1) Luma Learn is not a party to any agreements entered into between Vendors and Learners, (2) Luma Learn only provides matching, marketing and payment processing services for the purchase and sale of classes, (3) Learners contract for classes directly with Vendors (4) Luma Learn is not a broker, agent (except as expressly set forth below) or insurer, and (5) Luma Learn has no control over the conduct of Vendors, Learners, or any other users of the site or classes, and Luma Learn disclaims all liability in this regard.
1. Key Definitions
“Vendor” refers to the instructor delivering educational services on the Luma Learn platform.
“Learner” refers to the student who is being taught and/or the person paying for the Vendor service.
“Class(es)” means any online class(es) submitted by a Vendor for sale on the Site
“Course(s)” is interchangeable with the term “class(es)” whether in this document or on the Luma Learn website or LMS or in any online occasions assoicated with Luma Learn.
As a Vendor You are contracting directly with Sunset Enterprises, LLC, doing business as Luma Learn (here in referenced as “Luma Learn”).
3. Your Relationship with Learners
Vendors do not have a direct contractual relationship with Learners. The only information You will receive about Learners is what is provided to You through the Services (“Learner Related Data”). You understand and agree that You will indemnify Luma Learn for any issues arising out of Your use of any Learner Related Data.
As a Vendor, You represent, warrant, and covenant that:
1. You will be responsible for all of Your Submitted Content. You further agree that You own or have the necessary licenses, rights, consents, and permissions, and the authority to authorize Luma Learn, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any of Your Submitted Content on and through the Services in the manner contemplated by these Vendor Terms;
2. No Submitted Content shall infringe or misappropriate any intellectual property right of a third party;
3. All personal information submitted to Luma Learn, including but not limited to your Bio and Faith Representation, is truthful, accurate and a correct representation of your beliefs, experiences, qualifications, credentials, training and skill set;
4. You will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
5. You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Services or to any User;
6. You will not use the Services for any business other than for providing tutoring, teaching and instructional services to Learners;
7. You will not engage in any activity that will require Luma Learn to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limited to, the payment of royalties for the public performance of any musical works or sound recordings;
8. You will not copy, modify, distribute, reverse engineer, deface, tarnish, mutilate, hack, or interfere with Company Content and/or the Services or operations thereof, except as permitted in these Vendor Terms;
9. You will not offer any Class for sale on Luma Learn for a price that is greater than or equal to any similar Class offered by You on any other marketplace, school, academy, or other entity that competes in any way with Luma Learn. Luma Learn has sole discretion over what determines a similar class offering. Criteria that may be used, but not limited too, is subject matter without regards to grade level, course duration, class size or any other such descriptor;
10. You will not attempt to defraud Luma Learn of any financial gain that may result from contact with learners initiated through the Services;
11. You will not impersonate another person or gain unauthorized access to another person’s Account;
12. Your use of the Services are subject to Luma Learn’s approval, which We may grant or deny in Our sole discretion;
13. You will endeavor to respond in a polite, kind, and prompt fashion to all student requests. Luma Learn is all about producing the best customer experience possible for all our customers.
14. You will not introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or operation thereof; scrape, spider, use a robot or other automated means of any kind to access the Services;
15. You will not interfere with or otherwise prevent other Vendors from providing their services or Courses;
16. You shall respond promptly to Learners and ensure a quality of service commensurate with the standards of Your industry and instruction services in general;
17. You are over the age of 18 or, if not, you are between the ages of 13 and 17 and a third party learner or legal guardian has agreed to these Vendor Terms, as well as all other of Our terms and policies as shall be posted on Our Services from time to time, and will assume responsibility and liability for Your performance and compliance hereunder.
18. You agree to be technically proficient and responsible to conduct an online class.
5. License to Luma Learn
You hereby grant Luma Learn a non-exclusive right and license to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the Submitted Content through the Services, and sublicense it to Users for these purposes directly or through third parties. Notwithstanding the foregoing, and subject to the Vendor Terms, if you are a Vendor, unless specifically stated otherwise, You have the right to remove all or any portion of Your Submitted Content from the Services at any time. Removal of Your Submitted Content will terminate the foregoing license and rights sixty (60) days after such removal as to new Users, provided, however, that any rights given to Users prior to that time will continue in accordance with the terms granted to such Users. You hereby agree that We may record all or any part of any Courses (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Services. You hereby grant Luma Learn permission to use Your name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, Courses, Company Content and Submitted Content and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith, to the extent permissible under applicable law.
6. Luma Learn’s Rights
Luma Learn has sole discretion as to which Classes are accepted into the marketplace and We reserve the right to reject any Classes and remove any Classes from the marketplace for any reason. Additionally, Luma Learn has sole discretion to edit any and all summited content. Luma Learn has sole discretion as to which Vendors are accepted into the marketplace and We reserve the right to reject any potential Vendor and remove or suspend any Vendor from the marketplace for conduct representation violations or any other reason. Luma Learn may, but is not required to, conduct background checks on Vendors.
7. General Practices Regarding Use and Storage
You acknowledge that Luma Learn may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Luma Learn’s servers on your behalf. You agree that Luma Learn has no responsibility
or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. It is your responsibility to maintain backups of all your content. You acknowledge that Luma Learn reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Luma Learn reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
8. Intellectual Property Rights
You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Luma Learn, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content that you legally upload to the Service. The technology and software underlying the Service or distributed in connection therewith are
the property of Luma Learn, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Luma Learn. The Luma Learn name and logos are trademarks and service marks of Luma Learn (collectively the “Luma Learn Trademarks”). Other Luma Learn, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Luma Learn. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Luma Learn Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Luma Learn Trademarks will inure to our exclusive benefit.
Upon sale of a Class to a Learner, Luma Learn will transfer the Vendor’s Fees less the fee payable to Luma Learn for hosting the marketplace (“Luma Learn Fee”) to Vendor’s Paypal account in installments. Luma Learn has sole discretion over the installment schedule of Vendor Fees with final payment occurring after all class components are delivered. To facilitate this transfer, Vendor shall sign up for a Paypal account and register that account with Luma Learn. Luma Learn has sole discretion to act on behalf of the Learner, and to not pay Vendor Fees, if Learner reports that the Classes were not provided or adequately completed. This may include but is not limited to circumstances where a Vendor did not arrive for a Class or a Class was of insufficient quality. Luma Learn will independently
review such cases, seeking input from the Learner and/or the Vendor in its sole discretion, and may decide at its sole discretion to issue a refund to the Learner. Each Vendor appoints Luma Learn as the Vendor’s limited payment collection agent solely for the purpose of accepting the Vendor Fees from Learner. Each User agrees that payment of Vendor Fees by a Learner to Luma Learn, as that Vendor’s limited payment collection
agent, shall be considered the same as a payment made directly by such Learner to the relevant Vendor and the Vendor will provide the relevant Classes to the Learner, as outlined on the Site, as if the Vendor had received payment directly. Luma Learn, as limited payment collection agent for the Vendor, agrees to facilitate the payment of any Vendor Fees (less the Luma Learn Fee) for Classes provided after Class Delivery unless otherwise agreed between Luma Learn and the Vendor. In the event that Luma Learn does not remit such amounts, the Vendor will have recourse only against Luma Learn.
As a Vendor, you acknowledge and agree that Learners have the right to receive a refund, as set forth in Luma Learn’s Refund Policy. Neither Vendors nor Luma Learn shall receive any payments, fees or commissions for any transactions for which a refund has been granted. In the event that a Learner requests a refund for a Course after Luma Learn has sent a vendor payment for that Course, Luma Learn reserves the right to either (1) deduct the amount of such refund from the next payment to be sent to that Vendor, or (2) require that Vendor to refund any amounts refunded to Learners for Vendor’s Course to the extent no additional payments are due from Luma Learn to Vendor or such payments due to the
Vendor are insufficient to cover the amounts refunded to Learners.
11. Modifications to Service
Luma Learn reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Luma Learn will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service or any of its components.
12. Indemnity and Release
You agree to release, indemnify and hold Luma Learn and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee
from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine. Furthermore, you agree to hold Luma Learn harmless from any financial burdens incurred due to technical difficulties whether those difficulties be caused by the vendor’s own doing or by Luma Learn’s.
13. Modifications to These Vendor Terms
From time to time, We may update these Vendor Terms to clarify our practices or to reflect new or different practices, such as when We add new features, and Luma Learn reserves the right to modify and/or make changes to these Vendor 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 on Our Services. Other modifications will become effective on the day they are posted unless stated otherwise. If You continue to use the Services, after the effective date of any change, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Vendor Terms as changed. The revised Vendor Terms supersedes all previous Vendor Terms.