Instructor Content Licensing Agreement

Skulearn

INSTRUCTOR & CONTENT CREATOR

CONTENT LICENSING AGREEMENT

Effective Date: 17 February 2026

Operator: Skulearn Pty Ltd | Reg. No. 2025/920955/07 | skulearn.com

Registered Address: 417 Pretorius Street, Arcadia, Pretoria, South Africa

General Enquiries : hello@skulearn.com

Legal Notices: admin@skulearn.com

Payment Processor: Paystack (Paystack Inc.) - primary; regional processors may apply Governing Law: Republic of South Africa (see Clause 17 for cross-border users) Revenue Split: 80% Coach / 20% Platform (of Net Revenue)

Operator's Law: Republic of South Africa (see Clause 17 for cross-border users)

Dispute Resolution: Good-faith negotiation, then ICC Expedited Arbitration (online)

Language: English. Translations are for convenience only; this English version prevails.

THIS AGREEMENT IS LEGALLY BINDING. BY ONBOARDING ONTO

SKULEARN.COM, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT THESE TERMS IN FULL.

1. DEFINITIONS

In this Agreement, the following terms have the meanings set out below:

"Agreement" means this Instructor & Content Creator Content Licensing Agreement, together with any schedules, annexures, and Platform Policies incorporated by reference.

"Content" means all courses, modules, videos, audio recordings, written materials, assessments, downloadable resources, and any other learning materials created by the Instructor and submitted to the Platform.

"Instructor" means the independent content creator or educator approved by Skulearn to publish and monetise Content through the Platform.

"Intellectual Property" has the same meaning as in the Coach Agreement, namely all intellectual and industrial property rights, whether registered or unregistered.

"Learner" "User" means any registered user of the Platform who purchases or accesses the Instructor's Content.

"Net Revenue" has the meaning given in Clause 5.2.2.

"The Platform" "Platform" means the Skulearn digital marketplace at skulearn.com and any associated applications or tools.

"Processor" "Payment Processor" means Paystack (Paystack Inc.), the primary thirdparty payment service provider, and any additional regional processors approved by Skulearn in writing.

"Skulearn" / "Platform Operator" means Skulearn Pty Ltd (Registration No. 2025/920955/07), a private company registered in the Republic of South Africa.

2. RELATIONSHIP OF THE PARTIES

2.1 The Instructor operates as an independent contractor. Nothing in this Agreement creates employment, partnership, joint venture, agency, or any fiduciary relationship between the Instructor and Skulearn.

2.2 The Instructor has no authority to bind Skulearn contractually or commercially.

2.3 The Instructor is solely responsible for the accuracy, legality, quality, and originality of all Content submitted to the Platform.

3. CONTENT APPROVAL & STANDARDS

3.1 Participation on the Platform is subject to Skulearn's prior content approval. Skulearn operates a curated educational marketplace and reserves the right to approve, decline, request revisions to, or withdraw any Content at its reasonable discretion.

3.2 The Instructor agrees to ensure that all Content:

Is accurate, original, and does not misrepresent the Instructor's qualifications or the learning outcomes offered
Is age-appropriate where designated or potentially accessible to minor Learners
Does not infringe any third-party intellectual property rights
Does not contain unlawful, defamatory, obscene, harmful, or discriminatory material
Complies with all applicable laws and professional standards in the Instructor's jurisdiction

3.3 Skulearn may require content revisions, corrections, or removal at any time. Noncompliance may result in suspension of the Instructor's listing and/or termination under Clause 16.

4. CONTENT OWNERSHIP & LICENCE

4.1 The Instructor retains full ownership of all original intellectual property in the Content. Skulearn acquires no ownership interest in the Content by virtue of this Agreement.

4.2 The Instructor grants Skulearn a non-exclusive, worldwide, royalty-bearing licence - sub-licensable solely to the extent required for hosting, technical delivery, and content distribution operations - to host, reproduce, distribute, display, market, and make available the Content through the Platform for the duration of the Instructor's participation.

4.3 The licence in Clause 4.2 terminates on the effective date of termination of this Agreement, subject to Clause 4.4.

4.4 Enrolled access after termination: where a Learner has paid for and enrolled in an Instructor's course prior to the termination date, that Learner may retain continued access to that Content for the period originally purchased, unless the Instructor and Skulearn agree otherwise in writing. The Instructor authorises such continued access as a condition of using the Platform.

4.5 The Instructor warrants that they hold all rights necessary to grant the licence in Clause 4.2 and that the Content does not infringe any third-party intellectual property rights. Breach of this warranty triggers the indemnity in Clause 14.

5. PAYMENT PROCESSING & REVENUE SPLIT

5.1 Platform Role - Not a Financial Intermediary

5.1.1 Skulearn provides technology infrastructure and marketplace access only. It does not collect, hold, pool, commingle, or disburse Learner payments on behalf of Instructors at any stage of the payment flow.

5.1.2 All payment transactions are processed directly through the Processor pursuant to the Processor's own terms of service. Skulearn acts solely as a technology conduit and is not a party to the financial transaction between a Learner and an Instructor.

5.1.3 The Instructor must maintain a valid, verified payout account with the Processor at all times. Failure to do so may result in suspension of the Instructor's ability to receive disbursements. Skulearn accepts no liability for disbursement delays caused by the Instructor's failure to maintain a valid payout account.

5.1.4 Skulearn does not store full payment card details. Card processing is handled exclusively by the Processor in accordance with PCI-DSS standards.

5.2 Revenue Split & Net Revenue

5.2.1 Upon a Learner completing a purchase, the transaction amount is split at the point of payment as follows:

Recipient / Share of Net Revenue

Coach / Instructor Disbursement - 80% (eighty percent)

Platform Service Fee (Skulearn) - 20% (twenty percent)

5.2.2 "Net Revenue" means the gross transaction amount received from a Learner, after deducting:

(a) payment gateway and transaction fees charged by the Processor;
(b) VAT, GST, digital services tax, or equivalent indirect taxes at the applicable statutory rate;
(c) refunds lawfully processed under Clause 8;
(d) chargeback amounts upheld against the Instructor; and
(e) promotional discounts approved by Skulearn in writing.

5.2.3 Transactions are denominated in the currency selected by the Learner at checkout. Where currency conversion is required, the Processor's prevailing exchange rate applies. Skulearn accepts no liability for exchange rate fluctuations affecting Instructor disbursements.

5.2.4 No commingling: Each transaction is split in real time at the point of payment. Skulearn does not pool, aggregate, or commingle Instructor funds, and bears no liability for delays or failures imposed by the Processor on Instructor disbursements.

5.3 Disbursement Timeline

5.3.1 The Instructor's 80% share is disbursed to the Coach's registered payout account in accordance with the Processor's standard settlement timelines. Skulearn may conduct monthly reconciliations and makes earnings statements available within 15 (fifteen) calendar days after the end of each calendar month. Otherwise, the statements are available live on the coach's skulearn profile dashboard

5.3.2 Disbursements may be withheld where: a chargeback or dispute is pending; a disbursement withholding reserve is active under Clause 8.4; or Skulearn has a good-faith basis to believe a fraudulent transaction has occurred.

5.4 Platform Service Fee

5.4.1 The 20% Platform Service Fee is consideration for: hosting infrastructure and content delivery network; payment processing integration; platform maintenance and security; Learner acquisition and marketplace marketing; content moderation and safeguarding; and administrative and customer support.

5.5 No Guaranteed Income

5.5.1 Skulearn provides no guarantee of Learner volumes, minimum sales, revenue levels, or marketing placement. The Instructor's earnings depend entirely on Learner demand, content quality, and market conditions.

5.6 Processor Downtime & Third-Party Failures

5.6.1 Skulearn is not liable for payment processing outages, settlement delays, or transaction failures caused by the Processor or any third-party financial institution. Instructors are responsible for monitoring the Processor's published service status and support channels.

6. FAILED PAYMENTS

6.1 Where a Learner's payment fails during processing, no access to Content, course materials, or programme features will be granted until the Processor confirms successful payment.

6.2 The Platform will notify the Learner of the failure and provide an opportunity to reattempt payment within 48 hours.

6.3 Skulearn is not liable for any loss arising from payment failures attributable to the Learner's bank, card issuer, or the Processor.

6.4 Where a failed payment is detected after a Learner has accessed Content, Skulearn reserves the right to deduct the equivalent amount from the Instructor's next available disbursement cycle, with written accounting provided to the Instructor.

7. TAXES & REGULATORY COMPLIANCE

7.1 The Instructor is solely responsible for determining, declaring, and remitting all taxes applicable to income received through the Platform in the Instructor's jurisdiction, including income tax, VAT, GST, digital services tax, withholding tax, and social contributions.

7.2 Skulearn does not withhold or remit taxes on the Instructor's behalf unless specifically required to do so by a mandatory provision of applicable law or a binding directive from a relevant tax authority.

7.3 Instructors who are VAT-registered, GST-registered, or required to issue fiscal receipts or tax invoices under applicable law are solely responsible for issuing such documents in a legally compliant form.

7.4 Skulearn does not provide tax, legal, or regulatory advice. Instructors are encouraged to seek independent professional advice relevant to their jurisdiction.

8. DIGITAL PRODUCT POLICY, REFUNDS & CHARGEBACKS

8.1 Digital Content - No-Refund Policy

8.1.1 All Contents from the instructor on the Platform constitutes digital products delivered electronically. By completing a purchase, Learners expressly acknowledge that Content is made available immediately or within a short period of payment confirmation, and that consumer withdrawal or cooling-off rights ordinarily applicable to distance contracts do not apply once the Content has been accessed or delivered, to the fullest extent permitted by applicable law in the Learner's jurisdiction.

8.1.2 Skulearn's Platform operates a no-refund policy on digital Content once accessed or delivered. This policy applies to both the Platform Service Fee and the Instructor's earned share in respect of accessed Content.

8.1.3 Nothing in this clause prevents an Instructor from voluntarily offering a refund at their sole discretion and cost. Voluntary refunds are a matter between the Instructor and the Learner. The Platform Service Fee is not refunded to the Instructor in such instances.

8.2 Mandatory Refund Circumstances

8.2.1 Notwithstanding the no-refund policy, a refund will be processed and the corresponding amount deducted from the Instructor's earnings where:

Content was materially misrepresented in its description, scope, or stated learning outcomes
Content was inaccessible due to a verified Platform-side technical failure (failures attributable to the Learner's device, browser, or internet connection do not qualify)
A verified duplicate transaction charge is confirmed by the Processor
A mandatory statutory refund right applicable in the Learner's jurisdiction cannot lawfully be excluded

8.2.2 Skulearn will notify the Instructor of any mandatory refund, with written reasons, prior to processing where reasonably practicable.

8.3 Chargebacks & Payment Disputes - Instructor as Primary Obligor

8.3.1 All Learner payment disputes, including chargebacks and unauthorised transaction claims arising from the Instructor's Content, are matters between the Learner and the Instructor. Skulearn is not a party to the underlying content contract and does not assume liability for Learner dissatisfaction, content quality disputes, or disputed transactions.

8.3.2 Where a Learner initiates a chargeback in connection with an Instructor's Content, the Instructor is solely responsible for cooperating with the Processor's dispute resolution process and providing all evidence required.

8.3.3 The Instructor authorises Skulearn and/or the Processor to withhold future earned disbursements in an amount equal to the disputed transaction plus any Processor chargeback fees, pending resolution. This withholding applies to the Instructor's own earned disbursements, not to Learner payments in transit.

8.3.4 Skulearn may, at its discretion and without obligation, provide relevant transaction records to the Instructor to assist in chargeback defence. This does not constitute Skulearn's involvement in or liability for the underlying dispute.

8.4 Disbursement Withholding Reserve - Future Earnings Only

8.4.1 Where an Instructor's chargeback ratio exceeds 1% (one percent) of monthly transaction volume, or where the Processor mandates a reserve, Skulearn may instruct the Processor to withhold up to 5% (five percent) of the Instructor's future earned disbursements - being amounts already earned from completed transactions but not yet settled - as a rolling 30-day disbursement withholding reserve.

8.4.2 This mechanism applies solely to the Instructor's own unsettled earned disbursements. It does not constitute Skulearn collecting, holding, pooling, or commingling Learner payments, and does not alter Skulearn's characterisation as a technology conduit under Clause 5.1.

8.4.3 Withheld disbursements will be released within 30 (thirty) days of the Instructor's chargeback ratio returning below the 1% trigger threshold, net of any amounts applied to upheld chargebacks or Processor fees during the withholding period, with written accounting provided to the Instructor.

8.5 Non-Cooperation

8.5.1 If an Instructor fails to cooperate with dispute or chargeback resolution procedures within 5 (five) business days of written notification by Skulearn or the Processor, Skulearn may suspend the Instructor's account and withhold disbursements up to the full value of the disputed amount pending resolution.

9. SAFEGUARDING & CHILD PROTECTION

The following obligations are non-negotiable and apply in all jurisdictions where the Platform operates:

9.1 The Instructor will not solicit or facilitate off-platform contact with minor Learners.

9.2 The Instructor will not collect personal contact information directly from minor Learners.

9.3 The Instructor will ensure all Content designated or accessible to minors is ageappropriate and free from harmful, exploitative, or inappropriate material.

9.4 The Instructor will immediately report any safeguarding concern to admin@skulearn.com and, where required by the law of the relevant jurisdiction, to the appropriate statutory authority.

9.5 The Instructor will comply fully with Skulearn's Community Safety & Child Protection Policy as published and updated on the Platform.

9.6 Any breach of this Clause will result in immediate account suspension pending investigation and may result in permanent termination and referral to the relevant authorities.

10. MARKETING & PROMOTION

10.1 Skulearn may market the Instructor's Content using website features, email campaigns, social media, and other promotional activities at its discretion and without further approval from the Instructor.

10.2 Skulearn is not obligated to guarantee traffic volumes, minimum marketing placement, or promotional activity for any specific course.

10.3 The Instructor may promote their own courses externally but must not make inaccurate or misleading representations about Skulearn's Platform, endorsement, or quality guarantees.

11. INTELLECTUAL PROPERTY

11.1 Each party retains ownership of its own pre-existing intellectual property. Nothing in this Agreement transfers ownership of any intellectual property between the parties.

11.2 Skulearn's brand, platform design, and proprietary technology remain the exclusive property of Skulearn. The Instructor's right to reference Skulearn is limited to factual statements that the Instructor's Content is available on skulearn.com.

12. CONFIDENTIALITY

12.1 Each party agrees to keep confidential all non-public information received from the other in connection with this Agreement, including Platform analytics, financial data, Learner information, and any information marked or communicated as confidential.

12.2 Confidentiality obligations do not apply to information that is or becomes publicly available through no breach of this Agreement, was already known to the receiving party, or is required by law to be disclosed.

12.3 These obligations survive the termination of this Agreement for 3 (three) years, and indefinitely in respect of trade secrets and Learner personal information.

13. DATA PROTECTION & PRIVACY

13.1 The Instructor may access limited Learner information solely to deliver Content through the Platform. No Learner data may be used for any other purpose.

13.2 Learner personal data must not be stored outside the Platform unless required by a mandatory provision of applicable law, in which case the Instructor must notify Skulearn in writing before doing so.

13.3 The Instructor must implement and maintain reasonable technical and organisational security measures to protect Learner personal information.

13.4 The Instructor must comply with all applicable data protection and privacy laws in their operating jurisdiction, including but not limited to POPIA (South Africa), GDPR (EU/UK), and equivalent legislation.

13.5 Any actual or suspected data breach involving Learner personal information must be reported to admin@skulearn.com within 24 hours of the Instructor becoming aware of it.

14. INDEMNITY

14.1 The Instructor agrees to indemnify, defend, and hold harmless Skulearn and its directors, officers, employees, and agents from and against any claim, loss, liability, damage, or expense (including reasonable legal costs) arising out of or in connection with:

Intellectual property infringement by the Instructor's Content
Misrepresentation of qualifications, Content scope, or learning outcomes
Violation of applicable law or regulatory requirements
Negligence in Content creation or delivery
Chargeback liability attributable to the Instructor's Content or conduct
Breach of safeguarding or child protection obligations
Breach of any term of this Agreement

14.2 This indemnity survives the termination of this Agreement and is not subject to the liability cap in Clause 15.

15. LIMITATION OF LIABILITY

15.1 To the maximum extent permitted by applicable law, Skulearn's total aggregate liability to the Instructor arising out of or in connection with this Agreement shall not exceed the Platform Service Fees actually received by Skulearn from that Instructor's transactions in the 90 (ninety) calendar days immediately preceding the event giving rise to the claim.

15.2 Skulearn is not liable for: indirect, consequential, special, or punitive damages; loss of profit, revenue, opportunity, or goodwill; Learner outcomes or content reception; payment processing failures caused by the Processor; or losses arising from the Instructor's failure to maintain a valid Processor payout account.

15.3 Nothing in this Clause excludes liability for fraud or wilful misconduct, or any liability that cannot lawfully be excluded under applicable mandatory law.

16. BREACH & TERMINATION

16.1 Either party may terminate this Agreement on 30 (thirty) calendar days' written notice, without cause.

16.2 Skulearn may terminate this Agreement with immediate effect upon:

Safeguarding violations or child protection breaches
Fraud, wilful misconduct, or misrepresentation of credentials or Content
Conduct causing or reasonably likely to cause material reputational harm to Skulearn
Violation of applicable law or loss of required licence or registration
Material breach unremedied within 5 (five) business days of written notice
Persistent chargeback ratios exceeding 1% of monthly transaction volume over two consecutive months

16.3 Upon termination: access to the Platform ceases; outstanding earned disbursements are settled within 45 (forty-five) calendar days, after deduction of chargeback liabilities, disbursement withholding reserve amounts, refund obligations, and any amounts owed to Skulearn; and Learner access to enrolled Content continues in accordance with Clause 4.4.

16.4 The following clauses survive termination: 4.4, 11, 12, 13, 14, 15, 17, and 18.

17. GOVERNING LAW & JURISDICTION

17.1 This Agreement is governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of laws principles.

17.2 Cross-border Instructors acknowledge that they remain independently responsible for compliance with all laws applicable in their own jurisdiction, including consumer protection, data privacy, taxation, and content regulation laws. The governing law of this Agreement does not limit or replace those obligations.

17.3 Nothing in this Agreement prevents Skulearn from seeking urgent or interim injunctive relief from any court of competent jurisdiction.

18. DISPUTE RESOLUTION

18.1 Any dispute arising out of or in connection with this Agreement must first be referred to good-faith negotiation between senior representatives of both parties within 15 (fifteen) business days of written notice of the dispute.

18.2 If unresolved, either party may refer the dispute to binding arbitration under the ICC Rules for Expedited Arbitration, conducted online in English. The seat of arbitration is South Africa. A sole arbitrator shall be appointed in accordance with the ICC Rules.

18.3 For Learner-Instructor disputes, Skulearn may, at its discretion and without obligation, provide relevant transaction records to assist in resolution. This does not constitute Skulearn's participation in or liability for the underlying dispute.

19. GENERAL PROVISIONS

19.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, representations, and agreements relating to its subject matter.

19.2 Amendments. Skulearn may amend this Agreement without prior notice. Continued use of the Platform constitutes acceptance. If the Instructor does not accept the amendments, the Instructor may terminate and withdraw their content from the skulearn platform.

19.3 Severability. Invalid or unenforceable provisions shall be severed to the minimum extent necessary without affecting the remainder of the Agreement.

19.4 No Waiver. No failure or delay in enforcing any right constitutes a waiver of that right.

19.5 Notices. Formal notices to Skulearn: admin@skulearn.com. Formal notices to the Instructor: the email address registered on the Instructor's Platform account.

19.6 Language. This Agreement is in English. Translations are for convenience only; the English version prevails in any conflict.

20. CONTACT DETAILS

Skulearn Pty Ltd

Registration No. 2025/920955/07

417 Pretorius Street, Arcadia, Pretoria, Gauteng, 0001, South Africa

General: hello@skulearn.com

Legal: admin@skulearn.com

Website: skulearn.com

EXECUTION

By onboarding onto skulearn.com the Instructor confirms that they have the legal capacity to enter into this Agreement; have read and understood it in full; and agree to be legally bound by its terms.