Terms Of Service
Please read this document carefully.
Last updated 2021-Nov-01
Vinlearn’s Platform can be found at https://vinlearn.net,and also includes all of the subdomains, mobile applications, any other media, location, application, etc. owned, managed, operated, etc. by Vinlearn. When referring to the infrastructure in this Agreement, we will be collectively referring to them as the “Platform”.
Vinlearn, Inc. (“Vinlearn”) provides an open online content creation platform designed to allow Creators to build, design, publish, and sell courses and services (“Content”) to their Students. Vinlearn offers this Content creation platform along with a number of additional services and tools (e.g. payment gateways, author and affiliate payouts) and the entire selection of tools and services offered via the Platform will be referred to in this Agreement as “Vinlearn Services”.
By using our Platform in any manner You are expressly agreeing to, and give Your consent to be governed by, these Terms. If You do not agree with these Terms or You do not wish to be bound by these Terms, You must not use or access Vinlearn’s Platform in any manner.
Vinlearn is neither a content provider nor an educational institution. Creators and Students are not employees of Vinlearn. Vinlearn is not responsible for interactions between Creators and Students, with the exception of providing the technological means through which Creators may broadcast and otherwise make their Content available and, at each Creator’s election, for processing payments through Vinlearn’s payment gateway(s). Vinlearn is not liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of the Creator/Student relationship, including but not limited to, any Student’s reliance upon any information provided by a Creator or Creator Content at any time.
Students assume full responsibility for the disclosure and use of any other personal information the Student chooses to disclose to any Creator on the Platform.
1. Age of Access
You must be at least 18 years old to use the Platform, or, if You are between the ages of 13 and 18, You must have your parent or guardian’s permission to use the Platform. By using our Platform, You are telling us by your actions that You have obtained that permission (You are ‘representing’ and ‘warranting’ that You have obtained the appropriate permissions to use our Platform). IF YOU ARE UNDER THE AGE OF 13 YOU MAY NOT USE OUR PLATFORM IN ANY MANNER NOR MAY YOU REGISTER FOR AN ACCOUNT.
2. License to Creators & Students
Vinlearn grants You a limited, non-exclusive license to access and use Vinlearn’s Platform for Your own personal and commercial purposes. This license is only for Your use and may not be assigned or sublicensed to anyone else, without Vinlearn’s express written consent. Except as expressly permitted by Vinlearn in writing, You will not try to reproduce Vinlearn’s Platform (legally that’s known as engaging in activity that would reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Platform). You also agree that in exchange for this license You will not engage in any activity that would interfere with or damage or harm the Platform. All rights not expressly granted by Vinlearn are reserved.
3. Code of Conduct
We have to set up some ground rules. Honestly, most of what we cover here should go without saying. However, it’s better to be upfront about things, rather than just assume everyone knows how they are expected to conduct themselves on our Platform.
- No Illegal Activity:This is about as simple as it gets. Do not use the Vinlearn Platform for any illegal activity. Period. You are not allowed to use our Platform to engage in any kind of conduct that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries)
- No Fraud: Yes, this is probably covered in the No Illegal Activity section above, but we want to make this very clear. Fraud will not be tolerated in any capacity.
- No Bad Code: Do not use the Vinlearn Platform to transmit, distribute, send, or otherwise expose the Platform or its Users to viruses, worms, or any other code that may be deemed dangerous, harmful, or destructive in any manner.
- No Spamming: No one likes spam. We don’t like spam. We’re pretty sure that You don’t like your inbox cluttered with spam. You may not use the Vinlearn Platform to engage in any activities that will result in sending spam to anyone on the Vinlearn Platform, including Vinlearn (and its employees), Creators, and Students.
- Be Civil:We mean this. We’re an open platform allowing myriad subject matters to be taught. Not all Content is for everyone. But the one thing we can all agree on is that when we use the Vinlearn Platform we are going to be civil and respectful at all times.
- No Exploitation: You will not use the Vinlearn Platform to try to gather personal information on anyone outside of the limited permissible uses for offering or accessing Content.
- No Impersonation:Imitation is the sincerest form of flattery, but not when it comes to representing that You are a part of Vinlearn. You will not impersonate anyone on the Vinlearn Platform, including Vinlearn (and its employees), Creators, and Students.
- No Data Mining or Bots:You may not use any data mining, robots, or similar data gathering or extraction methods.
- No Use Other Than Intended:You may not use the Platform or any Content contained on the Platform for any purposes other than intended.
- No Prohibited Content:You may not use the Platform if Your Content contains material that is libelous, slanderous, pornographic, obscene, unlawful, threatening, hateful, violent, predatory, defamatory, or otherwise objectionable, all of which shall be determined in Our sole discretion.
If You violate this Code of Conduct, we reserve the right to remove You and any of Your Content from the Vinlearn Platform. Whether conduct violates our Code of Conduct will be determined in Vinlearn’s sole discretion.
II. Terms Applicable to Creators
Vinlearn may provide the opportunity for Creators to sell coaching offerings (“Coaching”) to Students in addition to the courses that the Creator sells on the Platform (together Coaching and courses are referred to as Content). All Coaching offerings shall be covered by this Agreement and are included in the definition of Content. Should the Coaching involve any third party content, You agree that Vinlearn is not responsible in any way for such content, and makes no representations or guarantees as to its merchantability or fitness of use. The delivery of the Coaching is the sole responsibility of the Creator.
2. Intellectual Property and Data Processing
In operating our Platform, it’s important for us to make it clear who owns what and who’s responsible for what. You are trusting us with Your content and consistent with Vinlearn’s genuine belief in transparency we want to make it simple for You to know exactly what You are getting into when You join the Vinlearn community.
2.1) Vinlearn Content: Content that Vinlearn uploads to the Platform, Vinlearn intellectual property and proprietary information, including all information, software, technology, data, logos, marks, designs, text, graphics, pictures, audio and video files, other data or copyrightable materials or content, and their selection and arrangement, is referred to herein as “Vinlearn Content”, and is and remains the sole property of Vinlearn. Vinlearn Content, including our trademarks, may not be modified by You in any way.
2.2) Your Content:Content that You upload to the Platform is and remains Your content. Vinlearn does not claim any intellectual property rights over the materials You upload to the Vinlearn Platform by virtue of Your use of Vinlearn Services. By uploading Your content to the Vinlearn Platform, You agree that:
a) Vinlearn may review Your content for any reason, including compliance with our Code of Conduct and prohibited content requirements, but Vinlearn has no obligation to review anything that You upload.
b) You are uploading Your content to the Vinlearn Platform at Your direction and Vinlearn does not in any way certify or provide approval or permission prior to You uploading Your content.
c) Vinlearn may display Your content to other users (e.g. Your Students) via the Vinlearn Platform.
d) You agree that by uploading Your content to Our Platform, You are allowing Us to store Your Content.
e) You agree to provide Vinlearn with all necessary licenses, including a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use (e.g, to display or transmit) Your Content in furtherance of the Vinlearn Services (In other words, because You own Your Content, You have to give Us permission to display it, or to use it for internal operational purposes, like storing it on Our servers).
f) You are responsible for and own, or have the rights to use, all of Your Content.
3) Content Free of Infringement of Any Third Party Rights
a) You agree that Your Content does not infringe upon anyone else’s intellectual property rights and that You have secured or obtained or received all necessary rights and permissions, as necessary, from any third parties who may own the content.
b) In plain language, this means that if You’re using someone else’s work (including videos, text, charts, powerpoints, etc.) in Your Content, You’ve gotten the content owner’s permission to use it. You wouldn’t want anyone selling any of Your Content without Your permission. If You are going to use something that You didn’t create, make sure You can demonstrate that You have the right to use it before You make it a part of Your Content.
4) Processing of Personal Information by Creators
a) Creators are responsible for protecting all personal information they provide to, or receive from, Vinlearn in connection with the use of Vinlearn Services. Vinlearn’s Data Processing Agreement (“DPA”) forms part of this Agreement and sets out Vinlearn’s and Creator’s obligations with respect to the processing of personal information. Creators agree to abide by the DPA when and to the extent Data Protection Laws apply to a Creator’s use of Vinlearn Services to process Student Data or Creator Data (as these terms are defined in the DPA).
b) Creators are considered controllers or “owners” of the personal information they collect from and about Students. In addition to agreeing to the terms of the DPA, Creators are also responsible for providing an appropriate privacy notice to their Students, respecting their Students’ privacy rights in accordance with applicable law, and providing access to or deleting Students’ personal information if they request and as required by applicable law.
- Vinlearn’s General Rights In Operating Its Platform
- Vinlearn Reserves the Following Rights Over the Entire Vinlearn Platform:
- Vinlearn may modify, terminate, or refuse to provide Vinlearn Services at any time for any reason, without notice.
Vinlearn may remove anyone from the Vinlearn Platform at any time for any reason, solely in Vinlearn’s discretion. This right is not modified by any other section of this Agreement.
3. Vinlearn reserves the right to access Your account, School, and Content in order to respond to requests for technical support, to maintain the safety and security of the Vinlearn Platform, and for other legitimate business purposes, as necessary, in Vinlearn’s discretion.4. Vinlearn may, but has no obligation to, monitor any content that appears on the Vinlearn Platform or review any conduct occurring through the Platform, including any interactions between Creators and Students and Vinlearn employees.
5. Vinlearn reserves the right to modify, suspend, or alter its refund policy, at its sole discretion.
6. If You close Your account or terminate Your school, Vinlearn may keep a copy of Your content after termination. You grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for compliance with any relevant laws and regulations and for our internal business purposes, subject to applicable law.
7. Vinlearn reserves the right to remove You and Your Content without warning if You violate any of the provisions of this Agreement.
8. Vinlearn has, in its sole discretion, an absolute right to modify, change, alter, suspend, or terminate any provision of this Agreement without warning at any time.
- Vinlearn’s Copyright, DMCA, Trademark, and Takedown Policy
Vinlearn takes a firm stance against anyone who is infringing upon anyone else’s intellectual property. This Platform is all about You transforming Your knowledge into Content. We draw a hard line when the Vinlearn Platform is used to exploit someone else’s intellectual property.
- Copyright Violations and the DMCA
If Vinlearn has a good faith belief that any content (including Creator Content) appearing on its Platform violates any copyrights or has been illegally copyrighted, Vinlearn reserves the right to remove, block, or otherwise ‘take down’ the content. Vinlearn also reserves the right to remove from the Platform any Creators, Students, or other parties, who are repeat offenders of the Vinlearn repeat offender policy.
1) Reporting Copyright Infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”):
a) Vinlearn provides an online form for submitting copyright infringement notices under the DMCA. If you believe that content on the Vinlearn Platform is infringing on your copyrights, please complete Vinlearn’s copyright infringement notice form to forward your notice to Vinlearn’s designated agent for review. (For trademark infringement claims, refer to Section V(B) below).
b) If your submission contains all of the information required by the form and complies with the DMCA, Vinlearn will expeditiously remove or disable access to the content alleged to be infringing.
c) Please note that when Vinlearn removes content in response to a DMCA notice, Vinlearn will attempt to contact the party who posted the content You report as infringing and provide information about the notice and removal, including information about how to submit a counter notice. Vinlearn may also send a copy of any notices received to the affected party.
2) DMCA Counter Notice Procedure
a) If Your content is removed due to the receipt of a DMCA notice and you believe that your content was wrongly removed, you may send Vinlearn what is known as a Counter Notice.
b) Your Counter Notice must contain:
1) A physical or electronic signature
(2) Identification of what was removed and the location where the material appeared before it was removed
(3) A statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification
(4) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district of New York and that you will accept service of process from the person who provided notification
c) Your Counter Notice must be sent to Vinlearn’s designated agent at [email protected]
d) Please note that a copy of any Counter Notice received will be sent to the party who reported the content as infringing.
3) Repeat Infringement Policy
a) As we stated above, Vinlearn really doesn’t look favorably on anyone who is using someone else’s intellectual property without permission. Should Vinlearn receive two or more DMCA complaints regarding any Creator, Vinlearn may simply remove that Creator from the Vinlearn Platform without further warning. Note: as we state in our Vinlearn Rights section, we still reserve the right to remove any school at any time for any reason. This Repeat Infringement section does not change that right in any way.
- b) Trademark Violations
Vinlearn reserves the right to remove access to content that it knows, or has reason to know, violates the rights of trademark owners. Please note that Vinlearn will send a copy of any trademark infringement claim received to the user who posted the content you report as infringing.
4) Reporting Trademark Infringement
a) Vinlearn provides trademark owners an online form for submitting information to enable Vinlearn to evaluate trademark infringement claims. If you believe that a user of the Vinlearn Platform is infringing your registered trademark, please complete Vinlearn’s trademark complaint form to forward your claim to Vinlearn’s team for review. (For copyright infringement claims, refer to Section V(A) above).
b) If your submission contains all of the information required by the form and demonstrates that a user of the Vinlearn Platform is infringing your registered trademark by using your trademark in connection with the goods or services covered by your registration, Vinlearn will take appropriate action, which may include removing access to the infringing content and/or terminating the user.
c) Do note Vinlearn is not a court of law and there may be times that we cannot take action based on the information that you submit in our online form. In such cases, we may refuse to take action, and if warranted, you may resubmit the online form with additional information and materials requested by the form that were not previously submitted.
5) Counter Notice Procedure
a) If Your content is removed due to the receipt of a Trademark notice, you may send Vinlearn a counter notice if you believe that your content was wrongly removed.
b) If Vinlearn receives a counter notice that denies the infringement claim and asserts that it has a good faith basis for doing so, Vinlearn may choose not to remove the allegedly infringing content but will put you in contact with the user so that you and the user can address the matter directly.
- c) Third Party Communications
By using Vinlearn’s Platform, You may receive communications from third parties (e.g. a Creator may communicate with a Student). Vinlearn is not responsible for these communications and shall not have any liability in connection with them. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any such third-party communications. Vinlearn assumes no responsibility for verifying, and makes no representations or warranties regarding the identity or trustworthiness of the source or content of any such third-party communications.
III. Third Party Offerings
Through the Vinlearn Platform, You will have the ability to access content, links to websites, and services provided by Creators, Students, and other third parties (“Third Party Offerings”). Your use of any Third Party Offerings provided on this Platform or a third party website is at Your own risk. Vinlearn does not monitor or have any control over, and makes no claim or representation regarding Third Party Offerings and accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third Party Offerings. You should review applicable terms and policies, including privacy and data gathering practices, of any third party, and should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third party.
- Gateway Options
Vinlearn operates two different types of payment options for Creators who use our Platform: Vinlearn Gateways and Custom Gateways. Your use of either type of gateway is covered by the terms of this section.
Vinlearn Native GatewaysFor the avoidance of doubt, the term Vinlearn Native Gateways is a reference to both Vinlearn Payments and the Monthly Payments Gateway1) Appointment of Vinlearn as a Limited Payment Collection Agent for Vinlearn Native Gateways: Each Creator collecting payment for services provided on the Vinlearn platform via Vinlearn Native Gateways hereby appoints Vinlearn as the Creator’s payment collection agent solely for the limited purpose of accepting funds from Students purchasing such services.
a) Each Creator agrees that payment made by a Student through the Vinlearn Native Gateways shall be considered the same as a payment made directly to the Creator, and the Creator will provide the purchased services to the Student in the agreed manner as if the Creator has received the payment directly from the Student. Each Creator agrees that Vinlearn may refund the Student in accordance with the Terms. Each Creator understands that Vinlearn’s obligation to pay the Creator is subject to and conditional upon successful receipt of the associated payments from Students. Vinlearn guarantees payments to Creators only for such amounts that have been successfully received by Vinlearn from Students in accordance with these Terms. In accepting appointment as the limited payment collection agent of the Creator, Vinlearn assumes no liability for any acts or omissions of the Creator.
b) Each Student acknowledges and agrees that Vinlearn acts as the Creator’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Creator. Upon payment of the funds to Vinlearn, the Student’s payment obligation to the Creator for the agreed amount is extinguished, and Vinlearn is responsible for remitting the funds to the Creator in the manner described in these Terms, which constitute Vinlearn’s agreement with the Student. In the event that Vinlearn does not remit any such amounts once successfully received from the Student, the Creator will have recourse only against Vinlearn and not the Student directly.
- Vinlearn Payments: The Vinlearn Payments gateway allows Creators to process credit or debit card transactions and facilitates faster payout processes. Vinlearn Payments is available to some Creators, based on location. For a list of eligible locations, please see the Vinlearn website.
a) Creators have the option to set up Vinlearn Payments from their school’s Admin page. By setting up Vinlearn Payments, You agree to the terms that appear in this Agreement and/or on the Vinlearn Platform regarding the Vinlearn Payments Gateway.
b) Third Party Agreement: In setting up Vinlearn Payments, You may be instructed to agree to terms of service offered by Stripe. Stripe is an independent party from Vinlearn and Vinlearn is not responsible for the contents of their terms of service. Should Stripe’s terms of service differ from Vinlearn’s terms, such differences shall not modify this Agreement in any manner.
c) By using Vinlearn Payments You agree that Vinlearn may place a portion of Your school sales in reserve for a period of time to cover losses, chargebacks, refunds, etc. The current reserve period and amount are located on our Knowledge Base page regarding Vinlearn Payments. The amount of reserves and the length of time in which they are held are subject to change at Vinlearn’s sole discretion. Should the reserve period or the amount withheld change, Vinlearn will make reasonable efforts to update the Knowledge Base page to communicate these changes.
Fees for Vinlearn Payments may be found on the Vinlearn Knowledge Base All Vinlearn Payment gateway fees will be deducted before the funds are sent to the Creator. The fees associated with Vinlearn Payments are subject to change, in Vinlearn’s sole discretion. By using Vinlearn Payments, You agree to the fees as set by Vinlearn.
- Monthly Payment Gateway: Vinlearn Creators may also have an opportunity to utilize the Monthly Payments Gateway (MPG) to facilitate credit card or debit card transactions or to utilize PayPal as a payment option. MPG is offered wherever PayPal accounts are available and the availability of MPG is subject to any limitations by PayPal. Vinlearn Payments users will only be able to utilize MPG for PayPal transactions and will not be able to utilize MPG for credit card processing.
a) Third Party Agreement: In setting up MPG, You may need to agree to terms of service offered by Stripe or PayPal. Stripe and PayPal are independent parties from Vinlearn and Vinlearn is not responsible for the contents of their terms of service. Should their terms of service differ from Vinlearn’s terms, such differences shall not modify this Agreement in any manner.
b) Funds paid out to Creators via MPG are paid on the first of the month (or first available business day) no earlier than thirty (30) days after the end of the month in which a sale was made. This hold period is to account for any potential losses, chargebacks, refunds, etc. For the avoidance of doubt, this hold may result in funds being paid out more than thirty (30) days after the sale to a Student. The current hold period can be located on our Knowledge Base page regarding MPG. The length of time in which MPG funds are held before payout is subject to change at Vinlearn’s sole discretion. Should the hold period change, Vinlearn will make reasonable efforts to communicate these changes via the Knowledge Base page.
- Custom Payments Gateway:Creators on the Professional, Business, and Enterprise plans may choose to set up a Custom Payment Gateway (CPG) to process Student transactions. These transactions, which are made through a third-party payment gateway, are outside of the scope of your relationship with Vinlearn. You agree that Your CPG service is not a part of the Vinlearn Services. Payouts are distributed according to the third-party payment service’s policies and procedures, and are not subject to Vinlearn’s 30-day refund policy or payment hold.
- a) Transactions made through CPG are not subject to Vinlearn’s transaction fees.
b) You acknowledge that Vinlearn does not control any payment processing fees that may be assessed through CPG. Additionally, while Vinlearn may record the amounts that you owe to authors and affiliates in the transaction report, Vinlearn does not have the access or ability to make deductions from transaction fees processed through third-party payment gateways to pay your authors or affiliates. Creators are responsible for making payments to authors and affiliates on their own.
c) By using CPG, Vinlearn does not have any responsibility to pay, remit, or otherwise send to any relevant tax authorities, taxes owed, including sales taxes, on Content you sell through CPG processing.
Creators may be charged a fee for any chargeback on credit card, debit card, or PayPal transaction that is processed through the Vinlearn Native Gateways. This fee is deducted from Your school’s payout but is returned to You if You win the dispute. Current fees may be found on the Vinlearn Knowledge Base. Fees are subject to change.
Please note that this section does not apply to US sales tax. For US sales tax, please refer to the article on Sales Tax and Vinlearn.
When it comes to responsibilities for collecting, reporting and remitting taxes to respective tax authorities, a distinction should be made between:
(1) any fees paid by the Creators to Vinlearn, and
(2) the Content sold by Creators to Students through the Vinlearn platform.
- Fees owed by Creators
Where applicable, Vinlearn will collect from the Creator tax that may arise in connection with fees owed by Creators to Vinlearn..
Creators who believe that they should not be charged tax in connection to such fees must provide Vinlearn with a valid tax/identification number, a valid tax ID/tax certificate or other documentary proof issued by an appropriate taxing authority confirming that Vinlearn should not charge tax to the Creator in accordance with the applicable tax laws. Please note that in some situations , tax laws may require the Creator to report and remit tax itself to its tax authority with regard to fees paid to Vinlearn (these situations are commonly referred to as ‘reverse charge’).
Content sold by Creators to Students
General Conditions EU and Non EU (Except U.S.)
Creator and Student expressly acknowledge that an agreement is formed directly between Creator and Student with regard to the Content sold by the Creator to the Student. Vinlearn is not a party to that agreement nor sets any of the terms for the Content sold by the Creator to the Student.
The Creator is the supplier of the Content, Vinlearn is not responsible for interactions between Creators and Students and only provides technical means through which Creators may make their Content available to Students.
As the Creator sells the Content directly to the Student under its agreement with the Student, the Creatorwill be solely and fully responsible to collect, report and remit the correct amount of tax (if any) to tax authorities for charges to the Students for Content. Vinlearn recommends Creators to consult a tax advisor to assist with determining the tax requirements relating to the sale of their Content.
Some countries provide for special tax laws making Vinlearn instead of the Creator responsible for the tax obligations pertaining to Content sold by Creators while using the Vinlearn Native Gateways(Vinlearn Payments and Monthly Payment Gateway). In this regard, please note that the tax laws of the countries where Students reside generally dictate whether such a special tax law applies making Vinlearn instead of the Creator responsible for tax.
Therefore, in the event a Creator sells content to Students in multiple countries, different tax obligations may apply for the Creator, depending on the countries where the individual Students reside.
Please note that where a Creator is using the Custom Payment Gateway(CPG), the Creator is always solely responsible for tax, regardless of the country of residence of the Student.
The Country-Specific Guidance contains an overview of jurisdictions where tax laws apply that shift the tax obligations for Content from the Creator to Vinlearn in the Vinlearn Native Gateways model due to a deemed (by way of legal fiction) resale of Content by Vinlearn that applies for tax purposes only.
Vinlearn determines the country where a Student resides for tax purposes on the basis of information the Student enters at checkout. Where needed, Vinlearn makes such data available to the Creator to enable the Creator to determine the amount of tax on the sale of Content to a Student for which the Creator is responsible.
Invoicing for Content sold by Creators to Students
In the event Vinlearn is responsible for tax, Vinlearn will issue a valid tax invoice to the Students where required under the applicable tax laws. In a case that a tax invoice is not required, Vinlearn issues a receipt.
Please note that Vinlearn is handling tax on the content sold to students only in specific situations, summarized below by country. In all other situations, the creator is solely responsible for tax on the content and should consult with their tax advisor.
European Union Value Added Tax (EU VAT)
For Content sold to Students residing in the EU, Vinlearn is responsible for collecting, reporting and remitting VAT to EU tax authorities if:
(i) the Creator sells the Content while using the Vinlearn Native Gateways; and
(ii) the Content is an ‘Electronically Supplied Service’ (ESS).
Content is an ESS unless the Creator has expressly confirmed, by disabling the EU VAT feature on the Vinlearn platform, that the Content requires live interaction between Creator and Student.
AUSTRALIA, CANADA, CHILE, KENYA, MOLDOVA, NEW ZEALAND, RUSSIA, SAUDI ARABIA, and TAIWAN
For Content sold by Creators to Students residing in Australia, Canada, Chile, Kenya, Moldova, New Zealand, Russia, Saudi Arabia, and Taiwan, Vinlearn is responsible for collecting, reporting and remitting tax to tax authorities if:
- • the Creator is not established in or residing in the country of the Student, and
• the Creator sells the Content while using the Vinlearn Native Gateways.
Students located in Australia, Canada, Chile, Kenya, Moldova, New Zealand, Saudi Arabia and Taiwan with a valid tax ID will not be charged tax at checkout.
For Content sold by Creators to Students residing in Mexico, Vinlearn collects, reports and remits the full general VAT rate to tax authorities in Mexico unless:
- • a Mexico-resident Creator provides Vinlearn with a valid 13-digit Mexican Tax ID number (“RFC”) for individuals. In this case, Vinlearn remits 50% of the VAT amount to the tax authorities;
• a Mexico-resident Creator provides Vinlearn with a valid 12-digit Mexican Tax ID number (“RFC”) for business entities. In this case, Vinlearn does not remit VAT to the tax authorities.
INDIA, SINGAPORE, AND MALAYSIA
For Content sold by Creators to Students residing in India, Singapore and Malaysia, Vinlearn is responsible for collecting, reporting and remitting tax to tax authorities if:
(i) the Creator is not established in or residing in the country of the Student;
(ii) the Creator sells the Content while using the Vinlearn Native Gateways; and
(iii) the Content is an ‘Electronically Supplied Service’ (ESS) or equivalent under the applicable tax laws.
Content is an ESS unless the Creator has expressly confirmed, by turning on the Comment Box functionality when creating its course on the Vinlearn platform, that the Content requires live interaction between Creator and Student.
Please note that in cases where Content is NOT ESS, Vinlearn will NEVER be responsible for tax for Content sold by Creators. This means that the Creators will in those cases be responsible for tax on the Content. We also refer to the General Conditions.
Students located in India and Singapore with a valid tax ID will not be charged tax at checkout.
For further guidance, please refer to the following Knowledge Base Article.
Vinlearn is not responsible for setting the pricing on a Creator’s Content. Prices for Creator Content are set by the Creator.
- Account Ownership Disputes
In the unlikely event that there is a dispute over the ownership of an account, Vinlearn has the right to request additional information from You to determine ownership and settle the dispute. The information that We may request to assist in resolving ownership disputes includes, but is not limited to, the following:
• a copy of Your photo ID;
• Your business documents, including a Charter, Certificate of Incorporation, LLC Agreement, business license, or other documentation showing ownership of Your entity;
• Your billing information and details;
• Certified copies of your tax forms; and
• Other documentation as we deem necessary to settle the dispute
Should a dispute arise, Vinlearn reserves the right determine the account ownership in its sole judgment, and the ability to transfer the account to the rightful owner, unless otherwise prohibited by law
- The Discover Platform
Vinlearn also operates the Vinlearn Discover (“Discover”) platform, which is a part of the overall Vinlearn Platform. In order to participate in Discover, the Creator must agree to the Discover platform agreement. As a part of the Vinlearn Platform, Discover is covered by this Agreement. The Discover agreement does not supersede this Agreement. The terms in this Agreement apply in full force to the use of Discover. However, should this Agreement conflict with the Discover agreement, the Discover agreement shall take precedence.
- Vinlearn charges Creators fees to access particular features of the Vinlearn Platform through paid subscription plans, while other features are offered free of charge through Vinlearn’s free plan.
Pricing for the Vinlearn Platform is described on our pricing page.
C.Depending on the payment processing method, Vinlearn may charge transaction fees. You agree to pay all fees and charges that are made to Your account and that You are solely responsible for payment of these fees and charges.
D. Paid plans are automatically charged at the beginning of each billing period. Unless You submit a cancellation request to us in writing via email ([email protected]) or directly through Your account prior to the start of the billing period, Your plan will be charged upon the anniversary of its billing period. You agree that Vinlearn may charge any recurring service to the credit card or debit card that You provide.
E. Should You not authorize payment or are otherwise not current on Your payments for Vinlearn Services, Vinlearn may restrict Your Platform access until Your account becomes current and paid in full.
F. Vinlearn reserves the right to pursue fees owed using collection methods which may include charging other payment methods on file with Vinlearn and/or retaining collection agencies or legal counsel.
G. Vinlearn reserves the right to offer custom plans and pricing in addition to what is offered on the pricing page. Custom plans may also include custom billing and payment terms, including billing periods and renewals, that are different from our standard terms.
VI. Refund Policy
We want You to be happy with Vinlearn’s Platform. If You’re not feeling excited about joining the Vinlearn community, we have some options for You regarding Your plan.
a) Creators on monthly paid plans are entitled to a full no-questions-asked refund within thirty (30) days of first signing up for a paid plan, or upgrading to a higher priced plan. Simply let us know in writing that You’re canceling the plan within thirty (30) days of Your sign-up.
2. Annual Plans
a) Creators on annual plans are entitled to a full no-questions-asked refund within thirty (30) days of first signing up for an annual plan. Simply let us know in writing that You’re canceling the plan within thirty (30) days of Your sign-up.
3. Abuse of the Refund Policy
a) Vinlearn reserves the right to refuse refunds to Creators who abuse this Refund Policy. Examples of abuse include, but are not limited to, requesting refunds for multiple schools or requesting refunds in consecutive months.
a) In general, all Students purchasing courses that are a part of the Vinlearn Native Gateways are entitled to a thirty (30) day refund from the date of purchase. Unless authorized by Vinlearn in Vinlearn’s sole discretion, no Creator on the Vinlearn Native Gateways may offer to Students a refund policy for a period of less than thirty (30) days.
b) If a Creator has been allowed to offer a refund period that differs from Vinlearn’s general policy, the Creator must provide notice to Students prior to the purchase of the course.
c) Vinlearn reserves the right to refuse refunds to Students who abuse this Refund Policy. Examples of abuse include, but are not limited to, requesting refunds for multiple schools or requesting refunds in consecutive months.
d) Regardless of any other section to the contrary in this Agreement, Vinlearn does not establish, maintain, or control refunds or a refund policy for any Content that was processed through a Custom Payment Gateway, including courses.
a) Creators (regardless of whether they use Vinlearn Native Gateways or a Custom Payment Gateway) are solely responsible for setting the refund policy regarding the sale of Coaching offerings.
b) The Creator must provide notice to Students regarding their refund policy prior to the purchase of the Coaching offering.
c) Regardless of any other section to the contrary in this Agreement, Vinlearn’s refund policy does not cover the provision of Coaching offerings provided by Creators to Students.
- Bundled Products
a) If a Creator sells a set of courses as a bundled package, the refund policy applicable for courses will apply, as provided in section XIII(B)(1).
b) If a Creator sells a set of courses and Coaching offerings as a bundled package, the refund policy applicable for Coaching offerings will apply, as provided in section XIII(B)(2).
c) If a Creator sells a set of coaching offerings as a bundled package, the refund policy applicable for Coaching will apply, as provided in section XIII(B)(2).
a) It is the Student’s responsibility to understand the refund policy for Content prior to purchasing such Content from a Creator.
b) Vinlearn reserves the right to provide a refund to any student at any time in Vinlearn’s sole discretion.
VII. Cancellation and Deletion
- If You cancel a paid plan, the cancellation will become effective at the end of the then-current billing cycle. When You cancel a paid plan, Your account will revert to a free account and Vinlearn may disable access to features available only to paid plan users.
- You may delete Your account at any time.
Any account on the free plan may be deleted if it remains inactive (e.g., the user fails to log in) for a continuous period of at least six (6) months. Activity will be determined by Vinlearn in its sole discretion.
3. Accounts on paid plans will be considered active accounts unless You explicitly ask us to delete Your account.
4.If Your account is deleted (regardless of the reason), Your Content may no longer be available. Vinlearn is not responsible for the loss of such content upon deletion.
5. Upon deletion of Your account (regardless of the reason), all licenses granted by Vinlearn will terminate.
- Effect of Cancelation/Deletion
- Should a school, course, Creator account, or Student account be canceled or deleted, the Creator or Student may no longer have access to Vinlearn Content and Content may be irrecoverable. Vinlearn shall not be liable to any party in any way for the inability to access Content arising from any cancelation or deletion, including any claims of interference with business or contractual relations.
- Errors and Corrections
Vinlearn does not guarantee that the Platform or any services offered through the Platform will be error-free or otherwise reliable, nor does Vinlearn guarantee that defects will be corrected or that any offerings through the Platform will always be accessible. Vinlearn may make improvements and/or changes to the Platform and their features and functionality at any time, and will use commercially reasonable efforts to avoid disrupting peak hours, though some downtime may occur. Errors in Content are the responsibility of the Creator who owns the Content.
We reserve the right to amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some or all of the Platform to Creators and Students.
VIII. Limitations of Liability
In running the Platform, we require that You understand and agree that Vinlearn is not liable for a number of things, including Your breach of this Agreement and losses that may result from Your use of the Platform. We also require that You understand and agree that the Platform is offered As Is and may not always be 100% perfect or reliable and that Vinlearn doesn’t warrant or guarantee that it will always be free of errors or defects. Any claims for damages against Vinlearn will be limited to a portion of the fees You have paid us.
Our limitations of liability are as follows:
A. You agree that Vinlearn, including its employees, officers, directors, and agents, shall not be liable for any kind of loss, injury, claim, or damages resulting from Your use of the Vinlearn Platform.
B. You agree that Vinlearn shall not be liable for any injuries, losses, claims, or damages that result from Your use or engagement with third party content, downloads, or communications.
C. Vinlearn is not liable for any losses or damage caused by any viruses, distributed denial of service attacks, and any and all other malicious computer code. Malicious computer code means computer code or other mechanisms of any kind designed to disrupt, disable or harm in any manner the operation of any software or hardware or other business processes or to misuse, gain unauthorized access to or misappropriate any business or personal information, including worms, bombs, backdoors, clocks, timers, or other disabling device code, or designs or routines that cause software or information to be erased, inoperable, or otherwise incapable of being used, either automatically or with passage of time or upon command.
D. Vinlearn does not guarantee that any files available for downloading from the Platform will be completely free from viruses or other harmful computer code.
E. The Vinlearn Platform is provided to You on an “As Is, As Available” basis. As such, You agree to have an external method of recovering any lost data that may be uploaded to the Vinlearn Platform.
F. Vinlearn disclaims any warranties to the Platform and the content contained therein, including warranties for merchantability, fitness for a particular purpose, non-infringement, or title.
G. Vinlearn shall not be liable for any special, direct, indirect, incidental, punitive, or consequential damages, resulting from the use of or inability to use the Platform.
H. You agree that Vinlearn shall not be liable for any losses, injuries, claims, or damages from Your violation or breach of this Agreement. You agree to indemnify, defend, and hold harmless Vinlearn, its present and future officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Platform from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement by You or arising from or related to Your use or misuse of the Platform (including, without limitation, use in contravention of this Agreement, other Vinlearn policies, and copyright and other intellectual property law)
I. You are solely responsible for ensuring that Your use of the Platform complies with applicable law and does not violate the rights of any third party, including, without limitation, intellectual property rights. You assume all liability for any claims, suits or grievances filed against You, including, but not limited to, all damages related to Your use of the Platform.
J. You may not assign Your rights under this Agreement without Vinlearn’s prior written consent.
K. Should Vinlearn’s limitation of liability not be applicable, Vinlearn’s sole obligation to You, or any third party, for damages shall not exceed the amounts paid by You to Vinlearn over the prior twelve (12) months directly preceding Your claim, unless otherwise required by law.
L. You agree that Vinlearn shall not be liable for any content that appears on the Platform.
M. Except as set forth herein, nothing express or implied in this Agreement is intended or implied to confer, and nothing herein shall confer, any rights, remedies, liabilities, or obligations whatsoever upon any person or entity.
N. You agree that any cause of action or claim that You may have against Vinlearn must be brought against us within one (1) year after the cause of action or claim arises. Should You not commence such cause of action or claim within this time period, it shall be barred.
VIII. Remedies for Violations
Vinlearn reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including but not limited to removing Creators and Students from the Platform, the right to block access to the Platform from a particular IP address or other user identifier, or to refer the violation to the appropriate law enforcement authorities.
X. Governing Law and Jurisdiction; Disputes and Arbitration
- This Agreement shall be governed in accordance with the laws of the State of New York without regard to its conflicts of laws principles. Any action arising out of or relating to this Agreement shall be filed only in the state or federal courts located in the County of New York in the State of New York. You consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action.
Any dispute, controversy, proceeding, or claim arising out of or in connection with or relating to this Agreement, shall be resolved by binding confidential arbitration by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein.
C. The arbitration will be conducted in New York County, New York, unless You and Vinlearn agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Vinlearn from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights.
D. You and Vinlearn agree to waive the right to trial by jury. You further agree that any proceedings to resolve any disputes shall be done solely on an individual basis and that You will not seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which You act or propose to act in a representative capacity.
E. You also agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of Vinlearn and all parties to any such proceeding.
XII. Entire Agreement; Severability of Provisions; No Waiver
If any provision of this Agreement is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability.
C. No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.
You represent and warrant that You are not, nor are You owned or controlled directly or indirectly by, any person, group, entity or nation named on any list issued by the Department of the Treasury’s Office of Foreign Asset Control (“OFAC” ), or any similar list or by any law, order, rule or regulation or any Executive Order of the President of the United States, including Executive Order 13224, as a “Specially Designated National and Blocked Person”, terrorist, or other banned or blocked person (any such person, group, entity or nation being hereinafter referred to as a (“Prohibited Person”); (ii) You are not (nor are You owned or controlled, directly or indirectly, by any person, group, entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; (iii) You (and any person, group, or entity which You control, directly or indirectly) have not conducted nor will conduct business nor have engaged nor will engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, including, without limitation, the making or receiving of any contribution of funds, good or services to or for the benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation; (iv) You are not prohibited by any sanctions program as maintained by OFAC from transacting with Vinlearn, including those sanctions programs currently in effect with respect to Cuba, Iran, North Korea, Syria, Venezuela, or Crimea. In connection with the foregoing, it is expressly understood and agreed that the representations and warranties contained in this subsection shall be continuing in nature.
The headings and titles of sections to this Agreement have been inserted for the convenience of reference for the parties and are for informational purposes only and shall not be deemed to be a part of the language of this Agreement. Neither You nor Vinlearn shall rely on, or interpret substantively, the headings when construing the meaning of each section or the Agreement as a whole.
Whenever such wording may appear in this Agreement, words in the singular shall mean and include the plural and vice versa and words in the feminine shall mean and include the masculine and vice versa.