Instructor Agreement

1. PURPOSE

This Course Creator, Content Assignment & Intellectual Property Transfer Agreement ("Agreement") is entered into between Skilvi ("Skilvi", "Platform", "Company", "we", "us", or "our") and the individual, institution, organization, trainer, mentor, educator, professional, consultant, or subject matter expert accepting this Agreement ("Creator", "Contributor", or "you").

This Agreement governs the creation, submission, assignment, transfer, licensing, management, publication, commercialization, distribution, and ownership of educational content created for or provided to Skilvi.

This Agreement forms an integral part of:

Terms of Service
Privacy Policy
Acceptable Use Policy
Copyright Policy
Certification Policy
Any supplemental agreements executed between the Parties

By creating, submitting, delivering, recording, uploading, licensing, or otherwise providing content to Skilvi, the Creator agrees to be bound by this Agreement.

2. APPOINTMENT OF CREATOR

Skilvi may engage the Creator to develop, record, prepare, present, contribute, review, or otherwise assist in the creation of educational content and related materials.

The Creator agrees to provide services in accordance with:

Agreed project requirements
Course specifications
Quality standards
Production guidelines
Technical requirements
Platform policies

Nothing in this Agreement obligates Skilvi to publish, distribute, market, or commercialize any content submitted by the Creator.

Skilvi retains sole discretion regarding publication and use of submitted content.

3. CONTENT CREATION SERVICES

Content creation services may include:

Course creation
Video recording
Audio recording
Live session recording
Presentation development
Assessment creation
Assignment creation
Project design
Workbook creation
Resource preparation
Mentorship materials
Certification content
Training materials
Supporting educational resources

The Creator agrees to provide content in a professional, accurate, lawful, and educationally appropriate manner.

Skilvi may establish quality standards, review procedures, technical requirements, formatting standards, content guidelines, and publication requirements.

The Creator agrees to cooperate with reasonable revision requests prior to final acceptance of content.

4. CREATOR PROFILE AUTHORIZATION

The Creator authorizes Skilvi to create, maintain, manage, update, optimize, publish, modify, display, archive, and administer Creator profiles across the Platform and associated services.

Such profiles may contain:

Full name
Professional name
Biography
Educational qualifications
Professional experience
Certifications
Skills
Awards
Portfolio information
Social profiles
Photographs
Videos
Voice recordings
Testimonials
Publicly available professional information

Skilvi may edit profile formatting, descriptions, categories, metadata, keywords, thumbnails, layouts, promotional materials, and presentation structures for operational, educational, compliance, marketing, commercial, or quality assurance purposes.

The Creator grants Skilvi a perpetual, worldwide, royalty-free right to use such information in connection with:

Course promotion
Platform promotion
Educational services
Certification services
Marketing campaigns
Historical records
Archived content
Business operations

5. COMPENSATION

Compensation for content creation shall be determined through separate written communications, purchase orders, statements of work, project agreements, invoices, contracts, or other documented arrangements.

Unless expressly agreed otherwise in writing:

The compensation paid by Skilvi constitutes:

Full compensation
Final compensation
Complete consideration

for all services, rights, assignments, transfers, licenses, permissions, approvals, and intellectual property rights granted under this Agreement.

The Creator acknowledges and agrees that:

No royalties shall be payable.
No commissions shall be payable.
No revenue sharing shall be payable.
No profit sharing shall be payable.
No recurring compensation shall be payable.
No residual payments shall be payable.
No future compensation shall be payable.

The Creator shall not be entitled to any share of:

Course sales
Subscription revenue
Membership revenue
Certification revenue
Advertising revenue
Licensing revenue
Enterprise revenue
Platform revenue
Future commercialization revenue

unless expressly agreed through a separate written agreement signed by an authorized representative of Skilvi.

6. INDEPENDENT CONTRACTOR STATUS

The Creator acts solely as an independent contractor.

Nothing contained in this Agreement shall create:

Employment
Partnership
Joint venture
Agency
Fiduciary relationship
Franchise relationship

between the Parties.

The Creator shall not represent themselves as:

Employee
Officer
Director
Legal representative
Authorized agent

of Skilvi unless separately authorized in writing.

The Creator remains solely responsible for:

Taxes
Statutory obligations
Insurance
Professional licenses
Regulatory compliance

arising from compensation received under this Agreement.

7. CONTENT SUBMISSION AND ACCEPTANCE

Content submitted to Skilvi may undergo:

Editorial review
Quality review
Technical review
Compliance review
Production review
Legal review

Skilvi may:

Accept content
Reject content
Request revisions
Request updates
Request corrections
Request re-recordings

prior to final acceptance.

Final acceptance of content shall be determined solely by Skilvi.

Skilvi shall have no obligation to publish, distribute, market, or commercialize any submitted content.

8. INTELLECTUAL PROPERTY ASSIGNMENT

In consideration of the compensation provided under this Agreement, the Creator irrevocably assigns, transfers, conveys, and grants to Skilvi all worldwide rights, title, and interest in and to the Content.

The assignment includes all present and future rights recognized under applicable law, including:

Copyrights
Neighboring rights
Database rights
Derivative rights
Adaptation rights
Reproduction rights
Distribution rights
Public performance rights
Communication rights
Commercial exploitation rights
Marketing rights
Licensing rights
Digital rights
Archival rights
Publication rights

The assignment applies to all materials delivered under this Agreement, including:

Videos
Audio recordings
Slides
Presentations
Documents
Assessments
Assignments
Projects
Templates
Workbooks
Notes
Educational resources
Course structures
Supporting materials
Promotional materials
Course-related intellectual property

Upon assignment, Skilvi shall become the sole and exclusive owner of the Content.

The Creator retains no ownership interest in assigned Content except where expressly stated in writing by Skilvi.

9. EXCLUSIVE OWNERSHIP CONFIRMATION

The Creator expressly acknowledges and agrees that upon payment of the agreed compensation and acceptance of the Content by Skilvi:

Skilvi becomes the sole legal owner of the Content.
Skilvi acquires exclusive rights to the Content.
Skilvi may use the Content without further approval.
Skilvi may commercialize the Content without further approval.
Skilvi may modify the Content without further approval.
Skilvi may distribute the Content without further approval.
Skilvi may discontinue the Content without further approval.

The Creator waives any right to:

Reclaim ownership.
Revoke assignment.
Restrict distribution.
Restrict commercialization.
Restrict modification.
Restrict licensing.
Restrict marketing.

except where prohibited by applicable law.

The Creator further acknowledges that the compensation paid under this Agreement fully satisfies all consideration for the assignment and transfer of rights.

10. CONTENT REUSE RESTRICTIONS

Following assignment of the Content, the Creator shall not:

Republish the Content.
Resell the Content.
Redistribute the Content.
License the Content.
Upload the Content elsewhere.
Commercialize the Content.
Offer the Content through competing platforms.
Transfer the Content to third parties.
Permit third parties to use the Content.

The Creator shall not create, publish, distribute, market, sell, or license substantially identical versions of the assigned Content.

Prohibited activities include, but are not limited to:

Reusing the same recordings.
Reusing the same presentations.
Reusing the same assignments.
Reusing the same assessments.
Reusing the same workbooks.
Reusing substantially similar course structures.
Republishing modified versions intended to circumvent this Agreement.

Nothing herein prevents the Creator from:

Utilizing general knowledge.
Utilizing professional expertise.
Teaching similar subjects.
Conducting professional activities.

provided that the Creator does not reproduce, exploit, or commercialize assigned Content or substantially similar versions thereof.

11. NAME, IMAGE, VOICE, LIKENESS AND BRAND RIGHTS

The Creator grants Skilvi a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use:

Name
Professional name
Biography
Credentials
Educational qualifications
Work history
Profile information
Photographs
Images
Voice recordings
Video recordings
Testimonials
Social media information
Professional branding materials

for:

Platform operations
Course delivery
Certification services
Historical records
Marketing
Advertising
Social media promotion
Search engine optimization
Investor presentations
Business development
Public relations
Commercial activities

These rights survive termination of this Agreement.

12. MARKETING AND PROMOTIONAL RIGHTS

Skilvi may create and use:

Advertisements
Promotional videos
Course previews
Trailers
Social media content
Blog content
Marketing campaigns
Press releases
Educational showcases
Landing pages
Sales materials

using the Creator's:

Content
Profile
Name
Image
Voice
Likeness

without additional compensation.

The Creator acknowledges that such promotional use forms part of the consideration contemplated by this Agreement.

13. PLATFORM MODIFICATION RIGHTS

Skilvi may:

Edit Content
Reformat Content
Translate Content
Update Content
Re-record portions of Content
Add subtitles
Generate transcripts
Generate summaries
Modify branding
Modify thumbnails
Modify assessments
Modify learning structures
Merge Content with other materials
Create derivative educational works

without obtaining additional permission from the Creator.

The Creator waives any objection to reasonable modifications performed for educational, operational, commercial, accessibility, quality assurance, legal, compliance, or business purposes.

14. STUDENT ACCESS PROTECTION

The Creator acknowledges that enrolled learners rely upon continued access to educational materials.

Accordingly:

Termination of this Agreement shall not affect:

Existing learner access.
Existing certifications.
Existing enrollments.
Existing educational records.
Existing assessments.
Existing learning history.

Skilvi may continue providing access to assigned Content after:

Creator departure.
Agreement expiration.
Agreement termination.
Creator inactivity.
Creator account closure.
Death or incapacity of Creator.
Business closure.

where reasonably necessary to support learners, maintain records, protect business interests, satisfy contractual obligations, or comply with legal requirements.

15. ARTIFICIAL INTELLIGENCE AUTHORIZATION

The Creator acknowledges that Skilvi may utilize:

Artificial Intelligence systems
Machine Learning systems
Recommendation systems
Search systems
Metadata generation systems
Subtitle generation systems
Translation systems
Moderation systems
Accessibility systems
Quality assurance systems

in connection with assigned Content.

The Creator authorizes Skilvi to process assigned Content using such technologies.

Such processing may include:

Indexing
Analysis
Categorization
Search optimization
Accessibility improvements
Content enhancement
Recommendation generation
Learning analytics

without additional approval or compensation.

16. CREATOR WARRANTIES

The Creator represents and warrants that:

Content is original.
Content is lawfully created.
Content does not infringe third-party rights.
Content does not violate copyright laws.
Content does not contain unauthorized materials.
Content does not contain defamatory material.
Content complies with applicable laws.
Content does not violate privacy rights.
Content does not violate publicity rights.
Content does not violate contractual obligations.

The Creator further warrants that they possess full authority to enter into this Agreement and transfer all assigned rights.

17. THIRD-PARTY MATERIALS

The Creator shall not include:

Copyrighted materials
Proprietary materials
Licensed materials
Protected trademarks
Restricted content

without proper authorization.

The Creator bears sole responsibility for obtaining required permissions.

Skilvi may remove or modify content containing unauthorized materials.

18. CONFIDENTIALITY

The Creator shall maintain confidentiality regarding:

Business information
Revenue information
Pricing information
Internal systems
Product roadmaps
Technical systems
User information
Student information
Platform analytics
Business operations

unless disclosure is required by law.

Confidentiality obligations survive termination of this Agreement.

19. TAXES

The Creator remains solely responsible for:

Income taxes
Professional taxes
Statutory obligations
Government filings
Regulatory compliance

arising from compensation received under this Agreement.

Skilvi may withhold taxes where required by law.

20. TERMINATION

Skilvi may terminate this Agreement at any time.

The Creator may cease providing future services subject to existing obligations.

Termination shall not:

Reverse ownership transfers.
Reverse intellectual property assignments.
Revoke granted rights.
Affect historical use rights.
Affect existing learner access.
Affect marketing rights.
Affect certification records.

All rights previously granted to Skilvi shall survive termination indefinitely.

21. INDEMNIFICATION

The Creator agrees to defend, indemnify, and hold harmless Skilvi, its affiliates, directors, officers, employees, contractors, partners, service providers, successors, assigns, representatives, and agents from and against any and all:

Claims
Demands
Lawsuits
Proceedings
Investigations
Penalties
Damages
Liabilities
Judgments
Settlements
Costs
Expenses
Legal fees

arising out of or relating to:

Breach of this Agreement.
Breach of warranties.
Copyright infringement.
Trademark infringement.
Intellectual property disputes.
Defamation claims.
Privacy violations.
Misrepresentation.
Unlawful content.
Regulatory violations.
Unauthorized use of third-party materials.
Creator misconduct.
Creator negligence.
Creator fraud.

The Creator agrees to cooperate fully with Skilvi in defending any such matter.

This obligation survives termination of the Agreement.

22. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

Skilvi shall not be liable for:

Indirect damages.
Incidental damages.
Consequential damages.
Special damages.
Exemplary damages.
Punitive damages.
Lost profits.
Lost opportunities.
Loss of goodwill.
Loss of business.
Loss of future revenue.
Loss of expected earnings.
Reputational harm.

arising from or related to:

This Agreement.
Content creation activities.
Platform operations.
Educational services.
Marketing activities.
Business decisions.

In no event shall Skilvi's aggregate liability exceed the total compensation actually paid to the Creator under the specific content engagement giving rise to the claim.

23. NON-DISPARAGEMENT

The Creator agrees not to knowingly make false, misleading, defamatory, malicious, or damaging statements regarding:

Skilvi
Platform services
Employees
Contractors
Partners
Students
Business operations

through any medium, including:

Social media
Public forums
Interviews
Publications
Online platforms

Nothing in this section prevents lawful reporting of misconduct to competent authorities or truthful testimony required by law.

24. AUDIT AND VERIFICATION RIGHTS

Skilvi reserves the right to investigate and verify compliance with this Agreement.

Where reasonably necessary, Skilvi may request documentation demonstrating:

Ownership of content.
Licensing rights.
Permissions.
Educational credentials.
Professional qualifications.
Identity verification.

Failure to provide reasonably requested documentation may result in:

Content removal.
Suspension.
Termination.
Withholding of payments.
Legal action.

25. FORCE MAJEURE

Neither Party shall be liable for delays, interruptions, failures, or inability to perform caused by events beyond reasonable control, including:

Natural disasters.
Floods.
Fires.
Pandemics.
Epidemics.
Cyber attacks.
Internet failures.
Infrastructure failures.
Government actions.
Regulatory restrictions.
Labor disputes.
Civil unrest.
War.
Terrorism.
Utility disruptions.

Affected obligations may be suspended for the duration of such events.

26. ASSIGNMENT BY SKILVI

The Creator acknowledges and agrees that Skilvi may:

Assign this Agreement.
Transfer this Agreement.
License rights arising under this Agreement.
Transfer Content ownership.
Transfer Content assets.
Transfer Platform assets.
Transfer business assets.

to:

Affiliates.
Subsidiaries.
Successor entities.
Acquiring entities.
Investors.
Buyers.
Merged entities.

without obtaining additional consent from the Creator.

The Creator may not assign rights or obligations under this Agreement without prior written consent from Skilvi.

27. BUSINESS SUCCESSORS

The rights granted under this Agreement shall automatically benefit:

Skilvi.
Successor entities.
Acquiring entities.
Merged entities.
Parent entities.
Subsidiaries.
Authorized assigns.

The Creator agrees that ownership of assigned Content remains valid regardless of future business restructurings.

28. SURVIVAL OF RIGHTS

The following provisions survive indefinitely after termination or expiration of this Agreement:

Intellectual Property Assignment.
Ownership Transfer.
Content Reuse Restrictions.
Marketing Rights.
Name and Likeness Rights.
Student Access Rights.
Confidentiality Obligations.
Indemnification Obligations.
Limitation of Liability.
Dispute Resolution.
Governing Law.
Audit Rights.
AI Processing Rights.

Termination shall not affect rights previously granted to Skilvi.

29. DISPUTE RESOLUTION

Before initiating formal legal proceedings, the Parties agree to attempt good-faith resolution through written notice.

The Parties shall make reasonable efforts to resolve disputes amicably before escalating the matter.

Nothing in this section limits Skilvi's right to seek:

Injunctive relief.
Intellectual property protection.
Emergency legal remedies.
Debt recovery.
Content protection measures.

from courts of competent jurisdiction.

30. ARBITRATION

Any dispute, controversy, or claim arising out of or relating to:

This Agreement.
Content ownership.
Intellectual property rights.
Compensation.
Platform operations.
Educational content.
Marketing rights.

shall be resolved through confidential and binding arbitration.

The arbitration shall:

Be conducted in English.
Be governed by applicable arbitration laws of India.
Be conducted by a mutually appointed arbitrator or as otherwise required by law.

The decision of the arbitrator shall be final and binding.

31. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of India.

The Parties agree that Indian law shall apply regardless of conflict-of-law principles.

32. SEVERABILITY

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid provision shall be interpreted to the maximum extent permissible while preserving its original intent.

33. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties concerning the subject matter herein.

It supersedes all prior:

Discussions.
Negotiations.
Communications.
Understandings.
Agreements.

whether oral or written.

No amendment shall be effective unless made in writing by Skilvi or otherwise permitted under Platform policies.

34. ELECTRONIC ACCEPTANCE

The Creator agrees that acceptance may occur electronically through:

Platform registration.
Checkbox acceptance.
Electronic signatures.
Digital confirmations.
Email acceptance.
Content submission.
Uploading materials.
Executing online agreements.

Electronic acceptance shall have the same force and effect as a handwritten signature.

35. ACKNOWLEDGMENT OF OWNERSHIP TRANSFER

The Creator expressly acknowledges and agrees that:

Compensation paid under this Agreement is sufficient consideration.
All assigned Content becomes the exclusive property of Skilvi.
The Creator retains no ownership rights in assigned Content.
No royalties are owed.
No commissions are owed.
No revenue sharing is owed.
No profit sharing is owed.
No future payments are owed.
Skilvi may use assigned Content indefinitely.
Skilvi may commercialize assigned Content indefinitely.
Skilvi may license assigned Content indefinitely.
Skilvi may modify assigned Content indefinitely.
Skilvi may continue using assigned Content after termination of this Agreement.

The Creator further confirms that they fully understand the legal effect of this ownership transfer.

36. CONTACT INFORMATION

Questions regarding this Agreement may be directed through official Skilvi legal, compliance, creator, or support channels published on the Platform.

Official notices shall be delivered through the contact methods designated by Skilvi.

CREATOR ACCEPTANCE

By signing, electronically accepting, submitting content, uploading materials, recording educational content, receiving compensation, or otherwise participating in content creation activities for Skilvi, the Creator acknowledges that:

They have read this Agreement.
They understand this Agreement.
They voluntarily accept this Agreement.
They have had the opportunity to seek independent legal advice.
They agree to transfer ownership of assigned Content to Skilvi.
They agree to all rights granted to Skilvi under this Agreement.