INSTRUCTOR AGREEMENT
Effective January 2nd, 2018
If you are an Instructor, the Instructor Agreement (the “Instructor Agreement”) contains the terms and conditions of Your participation as an Instructor via Skills Kitchen services. This is a binding agreement between you and Skills Kitchen and is incorporated by reference into Skills Kitchen’s Terms of Use (“Terms of Use”).

Any version of this Instructor Agreement in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict. This agreement (“Instructor Agreement”) is between Skills Kitchen and Integrated Services Ltd.’s (“we”, “us” or “our”), a corporation registered in
Nigeria to continuously meet the training needs of people in the area of knowledge & skills development and provide its training services via http://www.skillskitchen.com; And you (the below referenced “Instructor”, “you” or “your”). Skills Kitchen Integrated Services Ltd. requires the services of instructors skilled in the art of design, business, crafts, photography, videography, money, lifestyle and music among others. This Class Instructor Agreement sets out, among other things, the Terms of Use and Privacy Policy upon which we permit you to use our online
learning platform (“software”) with students (“End-Users”). In consideration for permitting your access to our software and other good and
valuable consideration, you agree as follows:

NOW THEREFORE in consideration of the foregoing recital and the covenants and conditions hereinafter set forth, the Parties hereby agree
as follows:

• Definitions “Class(es)” means, singly or collectively as the context may require, live and recorded instruction and learning services provided by Instructors. “Students” means any user that purchases an Instructor’s Class. “Users” means any visitor to the Network

• Engagement of parties Parties agrees to partner with each other for the purpose of combining resources to achieving Skills Kitchen’s goals of educating, inspiring and impacting skills into students.

• No payment is required from you and no payment is due to you.

• Instructor Relationship with Students Instructors do not have a direct contractual relationship with students and are therefore not permitted to exchange personal information with students. The only information instructors will receive about the student is what is provided by Skills Kitchen. You understand and agree that you will indemnify Skills Kitchen for any issues arising out of any inappropriate use of any student-related data.

Term.
• This Agreement shall commence immediately upon execution of this Agreement and it is to support the goals of Skills Growth Africa Initiative which is the non-profit of Skills Kitchen.

• As an instructor, you are contributing to the economic development of Nigeria through training the youths to develop their skills set. The courses uploaded are free.

• We take great care to keep website transactions secure. Secure card processing is carried out by trusted third party payment providers on our behalf. We also have strict security procedures regarding the storage and disclosure of information (see our Privacy Policy).

• No matter how much protection we have on the site, the security of information and payments over the internet cannot be guaranteed. We shall under no circumstances be liable for any losses incurred or sustained by users who transmit information by email or other internet link.

Obligations of the Instructor
Instructor shall:
• Act in a professional, responsible manner throughout your use of the service;

• Show that you are aged 18 and above to be an instructor;

• Be responsible for all submitted content and warrants to have permission or own the necessary licenses, rights, consents and permissions to authorise Skills kitchen to reproduce, distribute, publicly display and communicate and otherwise use and exploit your submitted content on or through the services in the manner contemplated by this Agreement;

• Ensure that no submitted content shall infringe or misappropriate any intellectual property right of a third party;

• Warrant that you have the required qualifications, credentials and expertise including without limitation, education, training, knowledge and skillset to teach and offer the services on the Skills Kitchen Platform;

• Not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libellous content or information;

• Not use the Service for any business other than providing tutoring, teaching and instructional services to the students;

• 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 service to any Student or User;

• 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 this Agreement.

• Not engage in any activity that will require Skills Kitchen to obtain any licences from or pay any royalties to any third party

• Not impersonate another person or instructor or gain unauthorised access to another person’s account;

• Not to interfere with or otherwise prevent other instructors from providing their services or classes.

• 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 aspect of the Services or operation thereof;

Instructor Membership & Profile

• In order to use the Service, you will need to provide us with some details and set up a profile. You will need to provide us with your name, email address, a password, and other information that is relevant for your course setup

• You may also be required to provide us with various pieces of information regarding your experience and credentials.

• Your profile can be viewed by anyone (including non-members) and will show your professional details (including your name, social media links, your accreditations, the types of class you teach, your number of years of experience, the total number of members taught on the Service, the total number of classes you have taught on the Service, your average user rating and any other information you choose to provide). Any information you provide on your profile must comply with the provisions of this Instructor Agreement.

Using the Service

• Equipment: To use the Service you will need a device that complies with our minimum requirements (Laptop, desktop, Android Phone, Microsoft tablet).

• Skills Kitchen will not supply Instructors with materials for content creation but undertakes to do our best in order to create the kind if content you desire.

Warranties.

Each party warrants and represents that:

• It has full title, power and authority to enter into this Agreement and is not bound by any previous agreement that adversely affects this Agreement;

• It is not subject to any obligation or disability which will or might prevent or interfere with the performance of all or any of its obligations under this Agreement; and that it has not made or will not make any contractual or other commitments which will inhibit the full performance of this Agreement.

Independent contractors.

This Agreement shall not be deemed to create any employment relationship between the parties. Parties shall be treated as Independent Contractors for the purpose of this Agreement.

Governing law.

This Agreement shall be construed, interpreted and enforced in accordance with the laws of the Federal Republic of Nigeria.

Announcements

• No public or press announcements shall be made with regard to the subject matter of this Agreement unless the text of such announcement is first approved and initialled by Skills Kitchen.

Termination.

Waiver.

No waiver by a party of any breach by the other party of any of its obligations under this Agreement shall be binding unless same is in writing and signed by a duly authorized representative of the parties. The waiver by a party of any breach by the other party of any of its obligations under this agreement or the failure of such party to exercise any of its rights in respect of such breach shall not be deemed to be a waiver of any subsequent breach.

Dispute resolution.

• The parties shall use reasonable efforts to resolve all disputes arising out of or relating to this Agreement through good faith negotiations provided that:

• If such negotiations do not result in a mutually acceptable resolution within 30 days from first meeting, then upon written request of either Party, the dispute shall be referred to arbitration in accordance with the Arbitration and Conciliation Act and a single Arbitrator shall be so appointed. The decision of the arbitrator shall be binding on the parties.

• The remedies provided in this Agreement are in addition to, and not exclusive of, any remedies provided by law.

Severance and invalidity.

• If any term or provision in this Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.

• In the event of any such invalid or unenforceable provisions, they shall be deemed to have been automatically substituted in this Agreement by such valid and enforceable provisions as shall have the same economic and commercial effect as the invalid and unenforceable provisions.

Modifications to this Agreement.

• From time to time, We may update this Instructor Agreement to clarify our practices or to reflect new or different practices, such as when We add new features, and Skills Kitchen reserves the right to modify and/or make changes to this Instructor Agreement at any time. Update done will be communicated to you via email.

• In the event of a necessary review of this agreement, Instructor will be notified 14 days before the review takes effect. Notification will be sent 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 Instructor Agreement as changed. The revised Instructor Agreement supersedes all previous Agreements.