Lucid Meetings Meeting School Author Terms and Conditions

Last Updated: July 10, 2019
This agreement changed on the date listed above.

We're really glad you're interested in creating a Meeting School Course (“Course”). A successful course will demonstrate your expertise to the Lucid Meetings community and improve the meetings and lives of your Course Students ("Students").

The Meeting School Program ("Program") includes a curated selection of online courses that teach meeting skills and methods, participation in the Meeting School online community ("the Community), and an opportunity to present at Lucid Meetings live events.

This agreement (the “Agreement”) is a binding agreement between you (“You”, "Your", “Author”, or similar terms) and Lucid Meetings ("us", "our", "we", and similar terms). As an Author, You are contracting directly with Lucid Meetings. Additionally, although we may utilize other Lucid Meetings subsidiaries to facilitate Your payments, Your contract remains between You and Lucid Meetings. These terms govern the relationships, rights and obligations of the Author to us and to Students ("Students" who purchase and enroll in Courses) and our obligations to you.

This Agreement provides the terms and conditions of your participation in the Program and consists of:

By adding your Course to Meeting School, you are accepting this agreement. You agree to list your Courses in the Program and make it available to Students on the basis stated in these Terms. Please take the time to review these Terms carefully.

I. Creation and Ownership of Courses

As a Course Author, you will create or have created an online course that teaches Students meeting skills and methods. You will be responsible for all of your Course content.

We will review the Course and may ask for minor modifications to ensure the Course adheres to our standards. Once the Course is finalized, we will ensure the Course is properly formatted for inclusion in the Program before it becomes available for purchase.

When you provide the Course to us, you promise that you have the right to do so; that the information you provide is solely your creation and/or that you have the legal right to provide this information, and that your Course does not infringe upon any known copyright or rights of others in any way. In the event that someone claims the Course infringes upon their rights, you indemnify us for any claim they bring against us and you release us from from liability.

You retain the rights to your content. By providing the Course to us, you grant us a license to create a derivative work for marketing and promotional purposes, and a license to Students to use the Course. Courses shall not be deemed a work for hire as that term is defined under the U.S. Copyright Act. All rights granted to Lucid Meetings are contractual in nature and are wholly defined by the terms and conditions of this Agreement.

We will work with you to ensure the final Course accurately represents the intent of your original meeting design before making it available in the Lucid Meeting School.

You will be listed as the Author of the Course in the Program. You may include contact information, references to published works, and other links in your Course as long as the information is directly germane to the subject of the Course.

II. Your Relationship with Students

Authors do not have a direct contractual relationship with Students. The only information You will receive about Students is what is provided to you through the Program (“Student Data”). You may communicate with Students who enroll in your Course through the Program only with regards to the Course or to discussions held in the Community; you may not use student data for marketing, promotional, or personal reasons unrelated to the Program.

Authors agree to respond promptly to Students and ensure a quality of service commensurate with the standards in your industry and of instruction services in general.

We take the privacy of Program participants very seriously, and as such, will maintain full control over student data.

You understand and agree that You will indemnify Lucid Meetings for any issues arising out of Your use of any student data.

III. License for Users

Courses are made available to Students in the Program. Once a student purchases a Course, they can download Course material to use in running meetings based on that Course. You expressly grant any student who purchase the Course the non-exclusive, permanent right to use the Course in this manner and create derivative works based on the Course for their personal use. Students are not granted the right to commercially distribute any derivative work they create based on the Course.

When a Course changes, either to improve how it works or correct errors, Users who previously added the Course will automatically receive the updated version. If you or we determine that a Course requires major changes, we will create a new updated Course and remove the existing Course from the Program.

IV. License to Lucid Meetings

You hereby grant Lucid Meetings 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 Students for these purposes directly or through third parties.

As part of the license you grant us, we have full control over the final implementation of the Course.

We will finalize the Course for publication in the Program in collaboration with you. You grant us a license to integrate the Course into our software and distribute the Course to Students. Except as detailed in the “Withdrawing a Course” and “Term and Termination” sections of this Agreement, your license to us is permanent and cannot be revoked. We retain all rights to the Lucid Meetings software, including all programming related to the Course.

We will have sole discretion in determining all marketing and promotions related to the Course through the Program. We may, without limitation, market and promote your Course by sharing live or video demonstrations, blogging, speaking and writing about the Course in public channels, or by making excerpts available to prospective users without charge. We will not owe you any fees for any marketing or promotional efforts. You acknowledge that we have no obligation to market, distribute, or offer for sale any Course, or to continue marketing, distributing or selling a Course after we have commenced doing so.

We will control when the Course becomes available in the Meeting School and if the Course is featured or promoted. We can also remove the Course from Meeting School at any time, for any reason

V. Meeting School Author Sharing

As part of Your participation in the Program, You give Us permission to share Your Course, and information about You and the Course with Lucid Meetings employees, other Authors, and selected partners, free of charge.

You will also receive access to any and all Program Courses free of charge. Contact Lucid Meetings to request access to another Author's Course.

VI. Pricing

As an Author, You will be responsible for determining the Base Price ("Base Price") You charge Students for Your Course(s), in accordance with the pricing guidelines provided separately. Lucid Meetings will handle billing and other fee interaction with Students.

VII. Payments

Lucid Meetings will pay you as the Author sixty-five percent (65%) of the Net Amount received for Your Course less any applicable deductions such as Student refunds (“Author Revenue Share”). The Net Amount means Gross Amount, less (1) Taxes; (2) credit card and platform transaction fees; and (3) any applicable Affiliate Revenue Share. If Lucid Meetings changes the Standard Revenue Share, we will provide you thirty (30) days notice via email.

In addition to the Author Revenue Share, You will receive an Affiliate link to use in marketing your Course and Meeting School Courses by other Authors. Lucid Meetings will pay You twenty percent (20%) of the Gross Amount received for any Courses purchased by Students who arrive at Meeting School using your Affiliate Link, less any applicable deductions such as Student refunds ("Affiliate Revenue Share"). "Gross Amount" means the amount actually received by Lucid Meetings for purchases by Students for Your Course.

So that We can pay You in a timely manner, you must have a PayPal account in good standing and keep this information current in your Meeting School account. Payment will be made within forty-five (45) days of the end of the month in which the fee for a Course was received. You are responsible for providing Lucid Meetings with all identifying and tax information necessary for the payment of amounts due.

As an Author, you are responsible for determining whether you are eligible to be paid by a US company.

VIII. Refunds

As an Author, you acknowledge and agree that Students have the right to receive a refund within 30 days of purchasing a Course, as set forth in the standard Course FAQ. Neither Authors nor Lucid Meetings shall receive any payments, fees or commissions for any transactions for which a refund has been granted. In the event that a Student requests a refund for a Course after Lucid Meetings has sent an Author payment for that Course, Lucid Meetings reserves the right to either (1) deduct the amount of such refund from the next payment to be sent to that Author, or (2) require that Author to refund any amounts refunded to Students for Author's Course to the extent no additional payments are due from Lucid Meetings to Author or such payments due to the Author are insufficient to cover the amounts refunded to Students.

IX. Taxes

You understand and agree that You are responsible for any taxes on Your income. We reserve the right to withhold payment if we do not receive proper tax documentation. With regard to sales tax on the sale of Your Courses, the following applies:

1. European Union

In the event that the sale or delivery of a Course or any Submitted Content to any Student in the European Union is subject to any value added tax ("VAT"), under applicable law, Lucid Meetings will collect and remit the VAT to the competent tax authorities for sales of such Courses or Submitted Content to Students in the European Union. Lucid Meetings may at its Own discretion increase the Sale Price where Lucid Meetings is of the view that VAT may be due and Lucid Meetings will have a liability to account for such. You will indemnify and hold Lucid Meetings harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon on Your Instructor Revenue or otherwise.

2. All Other Countries

For sales of any Courses or Submitted Content in countries other than the European Union, You are responsible for following the requirements of the appropriate taxing authority related to sales tax on Your Courses (which may be different to the tax authority in Your own location). Lucid Meetings is unable to provide You with tax advice and You should consult Your own tax advisor.

X. Withdrawing a Course

You may choose to withdraw a Course from the Program by notifying us by email at [email protected] We will remove the Course from the Program within 5 business days of receiving your notice.

Once removed, the Course cannot be purchased by any new Students. We may retain a digital copy of the Course in order to provide continuing access of your Course or otherwise support Students who have purchased a Course prior to termination. All withdrawals of Courses will apply prospectively only and not with respect to any Students who acquired the Course prior to the date of removal.

XI. Term and Termination

The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you. We are entitled to terminate this Agreement and your access to the Program at any time. We will notify you upon termination. You are entitled to terminate at any time by providing us notice of termination by sending email to [email protected] We will remove your Course from the Program within 5 business days from the date we receive notice of termination. We may also suspend your account at any time with or without notice to you, for any reason in our discretion. Following termination or suspension, we may continue to maintain digital copies of your Course in order to provide continuing access to your Course or otherwise support Students who have added a Course prior to termination or suspension.

XII. Miscellaneous

1. GOVERNING LAW AND DISPUTE RESOLUTION.

The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Oregon without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute through direct negotiation. It is our intent to resolve any disputes through negotiation to avoid harming relationships and unnecessary legal fees. However, if we are unable to resolve the dispute with you within 90 days from the date that either party notifies the other that such negotiations should begin, either party may commence binding arbitration held in Portland, Oregon before a single neutral authority under the auspices of the Arbitration Service of Portland Inc. or other arbitral body mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration shall be entitled to recover its attorneys' fees and costs.

2. RELATIONSHIP

This Agreement does not create a partnership or joint venture, nor does it make you our employee. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.

3. NO ASSIGNMENT.

Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party. However, in the event that Lucid Meetings is acquired, merges with another company, or sells the Program to a third-party, this Agreement, and all of our rights an obligations under it, may be transferred to the acquiring, merging or purchasing party without requiring consent from you.

4. INDEMNIFICATION.

You indemnify us for any harm or claim that arises from an assertion that the material you provided us infringes the intellectual property of a third-party. We will have the right to select our own counsel and direct our own defense. You agree to cover all costs associated with addressing such an assertion, including any attorneys' fees.

5. LIMITATION OF LIABILITY.

You understand that we provide the Meeting School Program “as is” and cannot guarantee that it will function without error. You further understand and agree that we cannot fully protect against the damage, theft or misuse of electronic products, including the Course. You release us from liability related to the failure of our software, security and computer systems, or processes relating to the management and dissemination of Courses. Our total liability under this Agreement, except for our obligation to pay you in accordance with this Agreement, is limited to the total amount we paid you in the twelve-month period preceding the claim. In no instance will we be responsible for special, consequential, incidental or indirect damages.

6. CONFIDENTIALITY.

From time to time we may need to share information with you that we consider confidential. When we do, we will clearly mark and describe the information as confidential. You agree not to share our confidential information with third-parties, other than your attorney or accountant in their roles as your advisors. You will immediately alert us if you share our confidential information with unapproved third-parties so we can take action to protect our interests. Unless information is explicitly identified as confidential, it is not considered confidential information and you may use it as you see fit.

7. SEVERABILITY.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

8. HEADINGS.

Headings in this Agreement are provided for descriptive purposes only. They do not, and are not intended to be used to, affect the interpretation of the language, meaning, or obligations of this Agreement.

9. AGREEMENT AMENDMENT.

The Program will change over time and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time in our sole discretion. We will give you notice of the changes by sending an email to the email address associated with your Program account.