Instructor Agreement

1. Parties and Definitions

This Agreement is made between you (the "Instructor"), Classentra, operated by Classentra Technologies Inc., a corporation incorporated under the Canada Business Corporations Act with its registered office in Toronto, Ontario, Canada ("Classentra", "we", "us"), and the students who purchase your courses ("Students"). It supplements, and does not replace, the Classentra Terms of Service and Privacy Policy.

• "Course" means a paid course you publish on Classentra.
• "Course Fee" means the price you set for a Course, before any coupon, in the currency selected at the time of sale.
• "Platform Fee" means the per-transaction fee Classentra charges, expressed as a percentage of the Course Fee.
• "Connected Account" means the Stripe Connect Express account you authorize Classentra to act on behalf of.
• "Student Payment" means the gross amount paid by a Student for a Course.

2. Stripe Connect Authorization

Classentra uses Stripe Connect Express to process payments. You authorize Classentra to (a) create and manage a Stripe Connect Express account on your behalf, (b) initiate charges from Students against that account, and (c) deduct the Platform Fee at the moment of charge as application_fee_amount.

You are bound by Stripe's Connected Account Agreement and Stripe's Services Agreement, which govern the underlying payment relationship between you and Stripe. Classentra is not a party to those agreements.

You are the merchant of record for each Course transaction. You are responsible for tax collection, remittance, and any consumer-protection obligations associated with your Courses, except where Classentra has explicitly assumed that role for a specific tax type in the Course settings.

Where your Connected Account is located outside the United States and Canada, Course transactions are processed as direct charges on your Connected Account: Stripe's payment-processing fees for your country are billed by Stripe to your account as with any Stripe account you operate, you are responsible for applicable taxes on your sales (including VAT/GST where required), and chargebacks or payment disputes on those sales are debited by Stripe from your account balance in accordance with Stripe's terms.

You warrant that each Course you sell materially delivers what its storefront page, description, and curriculum represent, and that you will provide the sessions, materials, and access a Student has paid for. Listing or selling a Course that you do not intend to deliver, or that you know to be materially misdescribed, is a material breach of this Agreement and grounds for immediate suspension of your account and of payouts relating to that Course.

3. Platform Fee Structure

The Platform Fee percentage is determined by your subscription tier and by the source of the enrollment (direct, marketplace, or affiliate). The current fee schedule is published in the Pricing page and may be updated from time to time on at least 30 days' notice.

The Platform Fee is charged on the Course Fee after any coupon discount has been applied, but before tax. For Instructors whose Connected Account is in the United States or Canada, it is all-in: Stripe's payment-processing fee is already included in the Platform Fee, not charged separately on top. For Instructors whose Connected Account is in any other supported country, the Platform Fee is a percentage only, with no fixed per-transaction component, and Stripe's payment-processing fees are billed by Stripe to your account separately.

If a transaction is refunded — in whole or in part — the Platform Fee is refunded proportionally. If a Student's bank opens a chargeback on a US or Canadian Connected Account's sale, your share of that transaction is reversed while the dispute is pending; if it resolves in your favour your share is returned to you, and if it is lost the reversal stands and the funds are returned to the Student's bank. On other Connected Accounts, Stripe debits and re-credits your account balance directly according to the dispute's outcome.

4. Payouts and Reserves

Stripe is responsible for paying out funds from your Connected Account to your bank account on the schedule you configure in your Stripe dashboard (typically a rolling 2-day delay for North-American accounts).

Stripe may apply payout reserves, account holds, or restricted-status flags at its discretion based on its own risk policies. Classentra does not control those decisions but will surface relevant status changes in your billing settings.

New Instructor accounts are placed on a payout hold. When your Connected Account is first activated, Classentra sets your Stripe payout schedule to manual and releases funds on a daily cycle once they have been settled for at least 14 days. The hold is lifted automatically once you have completed at least 5 sales with no refunds and no payment disputes, after which payouts return to Stripe's standard automatic schedule and are not re-held. Your billing settings show your progress toward release and the date your held funds become payable.

Where Classentra has issued a refund to a Student that it was required or entitled to issue, or has absorbed a chargeback or dispute loss arising from one of your Courses, Classentra may recover that amount by offsetting it against your future payouts. Where a credible complaint about a Course is under investigation, Classentra may hold or suspend payouts relating to that Course for the duration of the investigation. Classentra will tell you when it does either, and why.

5. Refund Policy

You set your own refund policy for each Course. Where the Course is sold to a Quebec consumer, the Quebec Consumer Protection Act (LPC) sets minimum refund rights that you cannot waive. Classentra will assist you in processing refunds initiated through the platform; in cases of dispute, Classentra reserves the right to issue a refund on your behalf where required by applicable law.

When a refund is issued through the platform, the corresponding portion of the Platform Fee is automatically reversed.

6. Instructor Obligations

• Deliver each Course substantially as described to enrolled Students.
• Maintain accurate course descriptions, pricing, schedules, and prerequisites.
• Respond to Student support questions within a reasonable timeframe.
• Comply with all applicable laws, including consumer-protection, tax, and anti-spam laws.
• Not use coupons, discount codes, or any other mechanism whose effective purpose is to direct payment for the Course away from the Classentra platform (off-platform leakage). Off-platform leakage is grounds for immediate suspension and reversal of accrued payouts.
• Not exceed the seventy-five-percent (75%) maximum coupon discount relative to the listed Course price.

7. Sales Limits and the Free-Plan Roster Band

No subscription tier carries a Gross Merchandise Volume (GMV) cap — Classentra never blocks a sale because of how much you have sold, and paid tiers place no limit on the number of students. On the Free tier, up to 30 roster students whose payments are not processed through Classentra may be enrolled at a time; students who have paid you at least $30 (net of refunds) through Classentra checkout never count toward that band. If the band is reached, adding new roster students is paused until you upgrade or a spot frees up — existing students always retain full access and nothing is deleted.

The current limits for each tier are listed in the Pricing page and in your billing settings.

8. Termination and Data Export

Either party may terminate this Agreement on 30 days' written notice. Classentra may suspend or terminate immediately for material breach, including off-platform leakage, abusive coupon usage, or violations of the Terms of Service.

On termination, you may export your Courses, enrollments, and payment history within 90 days through the data-export tools available in your settings. After 90 days Classentra may delete this data subject to its legal retention obligations (see Privacy Policy).

Termination of this Agreement does not terminate your Stripe Connect account itself, which you may continue to operate independently with Stripe.

9. Limitation of Liability

Classentra's aggregate liability under this Agreement is capped at the total Platform Fees paid by you over the twelve months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, except where prohibited by applicable law.

You will indemnify and hold harmless Classentra and its officers, directors, and employees against any loss, claim, refund, chargeback, dispute, penalty, or reasonable expense arising from your breach of this Agreement, from a Course that does not materially deliver what it represents, or from your failure to meet a consumer-protection, tax, or other legal obligation that this Agreement places on you. This obligation survives termination of this Agreement and is not subject to the cap in the paragraph above.

10. Governing Law and Disputes

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The exclusive venue for any dispute that is not subject to mandatory consumer-court jurisdiction is the courts of the Province of Ontario. Quebec consumer-protection statutes, including the Consumer Protection Act (CQLR c P-40.1), continue to apply to Quebec residents acting as consumers and are not waived by this choice of law.

Before filing any claim, please contact us at privacy@classentra.com and allow 30 days for an informal resolution attempt.