MUSICHOOL

INSTRUCTOR AGREEMENT

SUBJECT AND PARTIES

This agreement has been concluded between Musichool OÜ ("Musichool"), located at "Pohja-Tallinna linnaosa, Paavli tn 5a/1, 10412, Harju maakond, Tallinn, Estonia", and the content provider ............. with national ID number, residing at ......................... .......................... ("Instructor"), for the purpose of regulating the terms and principles regarding the Instructor's creation and sharing of educational content on the website www.musichool.co/tr belonging to Musichool. Accordingly, the aim is to connect the educational content uploaded by the Instructor to the website www.musichool.co with users who wish to receive services. In addition, this agreement also covers the principles of revenue sharing from course sales and the mutual rights and obligations of the parties. The parties to the agreement may be referred to individually as "Party" and collectively as "Parties".

DURATION

The duration of this agreement is 1 year. If it is not terminated by written notification by the Parties 2 months before the expiry date, it shall be renewed each time for a period of 1 year under the current conditions.

FEE SHARING RULES

1.1 Standard Commission Rate

Unless otherwise agreed by the Parties, the standard commission rate to be applied for courses whose content is provided ready-made by the Instructor is as follows:

The Instructor agrees that 20% (twenty percent) of the course fee for courses to be published on the website www.musichool.co shall belong to Musichool as a commission fee. In this context, 80% (eighty percent) of the net income obtained after deducting VAT and other expenses from the course fee paid by the User belongs to the Instructor. An invoice shall be issued to the Instructor for this amount plus the corresponding VAT.

1.2 Commission Rate Including Production

Upon the Instructor's request and the mutual agreement of the Parties, if the shooting, production and/or editing processes of the educational videos are undertaken by Musichool, the following commission rate shall apply:

In this case, the commission fee shall be 40% (forty percent) for Musichool. 60% (sixty percent) of the net income obtained after deducting VAT and other expenses from the course fee paid by the User shall be paid to the Instructor. The invoicing process shall be carried out in accordance with the procedure specified in the first paragraph of this article.

RIGHTS AND OBLIGATIONS OF THE PARTIES

The Instructor accepts and declares that they exclusively authorize Musichool, which holds the capacity of hosting provider, in this regard. Provided that; if the Instructor establishes an external relationship with a student they contacted through the website www.musichool.co, by another means or directly, and conducts lessons with the student, they are obliged to pay 50% of the Instructor's per-lesson earnings as a penalty fee to Musichool, which provides the intermediary service, for each lesson conducted. This amount shall be updated monthly in accordance with the last paragraph of Article 4.

Musichool guarantees that it shall publish the educational videos requested to be uploaded by the Instructor on online platforms, provided they do not conflict with Turkish laws and ethical rules, and shall provide this service uninterruptedly and completely to users/students within the scope of the rights transferred to it under this agreement.

The Instructor accepts and undertakes to protect the confidential information learned during the orientation training provided by Musichool and during the service relationship, to protect it from access by third parties unless requested by authorized public institutions and organizations, and to compensate Musichool for any damages incurred otherwise.

The Instructor accepts, declares and undertakes that the video and audio recordings taken by Musichool during lessons may be processed by Musichool during the term of this agreement, may be used for commercial purposes on the website www.musichool.co, and for non-commercial purposes on all other platforms, and that they grant full authority to Musichool for the use of the rights set forth in the Intellectual and Artistic Works Law No. 5846.

The Instructor is fully responsible for the content and accuracy of the courses on the Musichool platform. The Instructor is also solely responsible for ensuring that the content of the courses on the Musichool platform complies with Turkish laws and does not infringe the rights of third parties. The Instructor accepts that Musichool cannot be held responsible in any way for disputes the Instructor may have with students.

Lessons published on the website www.musichool.co may only be published on this website belonging to Musichool. The transfer of lesson recordings by the Instructor outside the platform shall only be possible with the written approval of Musichool. Lessons shall be recorded on the profiles of the Instructor who provides the training and the students who take the lesson, and no access to lessons shall be provided anywhere else.

The Instructor is obliged to participate in all training sessions arranged at their request and to which they are appointed as instructor.

The Instructor shall share the information regarding the training they wish to deliver through the website www.musichool.co managed by Musichool (lesson day and time, etc.) with Musichool at least 48 hours before the lesson. Otherwise, Musichool shall not be responsible for any disruptions that may occur.

The Instructor undertakes to carefully prepare recorded video, live broadcast and presentation materials before the training and to have all materials related to the training ready before the training time. The Instructor must have high internet speed at the location where they will provide training. The Instructor accepts that in the event the lesson cannot be conducted due to internet connection issues, they will repeat the training to avoid causing inconvenience to users.

If the Instructor cannot participate in the lesson or if the lesson cannot be held due to a reason originating from the Instructor, the Instructor is obliged to re-deliver the same lesson on the day and time determined by Musichool. This make-up right is limited to one occasion. In the event of missing the lesson a second time, the Instructor accepts and undertakes to pay Musichool a penalty fee equivalent to the lesson fee for each lesson missed.

The Instructor declares that they shall not place participants in offensive or degrading situations and shall refrain from actions that disrupt the broadcast and lesson. The Instructor shall respond to interactive questions from participants as much as possible during the training or within appropriate time periods determined by the training program.

The Instructor is responsible for all content published, including lessons, exams, coding exercises, practice tests, assignments, resources, answers, course landing page content, hands-on work, assessments and announcements (submitted content).

The Instructor accepts and undertakes that the information shared with Musichool is accurate and up-to-date, that they shall not publish or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, erroneous, infringing, defamatory or libelous content or information, that they shall not communicate with any student in a manner contrary to the law, and that they shall not make any statements that are disparaging or degrading to Musichool.

The Parties agree that all fees subject to this agreement (course fees and all other penalty fees) shall be updated monthly in line with ENAG's inflation data.

COPYRIGHTS (USE RIGHTS)

The Instructor declares that the copyrights of the musical works they create belong entirely to them. Musichool holds the right to use the musical works prepared by the Instructor for a period limited to the duration during which this agreement remains in force. Musichool does not have the right to license, sell or transfer the musical works prepared by the Instructor to third parties. The Instructor has committed to Musichool that no third party's intellectual or industrial property rights shall be infringed in any way in the lessons where they teach.

CONFIDENTIALITY - PROTECTION OF PERSONAL DATA

Confidential information covers all information of trade secret nature belonging to Musichool, and any information regarding the services and business provided is confidential information, whether or not it has been stated as confidential. The Instructor is obliged to keep all information obtained during the relationship with Musichool confidential and not to share it with any third party except with the written approval/request of Musichool. The requests of authorized public institutions and organizations are an exception to this provision; in such cases, the Instructor is also obliged to inform Musichool.

The Instructor accepts and undertakes to protect the confidential information learned during their relationship with Musichool, to protect it from access by third parties unless requested by authorized public institutions and organizations, and to compensate Musichool for any damages incurred otherwise.

Likewise, Musichool also undertakes that the personal data of the Instructor shall be processed in accordance with the law. The Parties are obliged to exercise due care for the protection of users' personal data. In this context, the Parties agree that the KVKK (Personal Data Protection) documents published by Musichool shall be complied with.

TERMINATION

Either Party may terminate this agreement and end the relationship between the Parties by providing written notice to the other Party 30 days in advance without giving any reason. The Parties agree that the intention to terminate shall not in itself constitute grounds for compensation. However, even if termination takes place, if the Instructor does not participate in the lesson at the previously notified day and time, they are obliged to arrange and deliver the same lesson once more. In cases exceeding one occasion, the Instructor is obliged to pay a penalty fee equivalent to the lesson fee for each lesson.

FORCE MAJEURE

Force majeure events and circumstances arising outside the control of the Parties, including natural disasters, war, mobilization, fire, strikes and lockouts, that occur in a manner and to a degree that partially or completely, temporarily or permanently halt the working capabilities of one of the Parties, shall be considered force majeure for the Parties. The party exposed to force majeure shall immediately notify the other party of the force majeure situation in writing. The obligations of the Parties shall be suspended during the force majeure period. If the force majeure situation continues for more than 15 (fifteen) days, the party whose rights are violated may terminate this Agreement without compensation and with immediate effect through written notification made via a notary.

MISCELLANEOUS PROVISIONS

The Parties may not transfer or assign this agreement or the rights, interests and obligations arising from the agreement, even partially, to others without the written consent of the other party.

Any additions and amendments to this agreement shall become valid with the mutual written and signed approvals of the authorized representatives of the Parties. The invalidity or unenforceability of any of the provisions of this agreement, partially or completely, shall not affect the validity of the other provisions.

The Parties agree that this agreement shall in no way constitute a partnership, representation, agency, service relationship and/or sub/upper contractor relationship between the Parties, and that no such relationship exists between the Parties.

The Parties accept that the addresses written in Article 1 of this Agreement are also their notification addresses. Unless address changes are notified to the other party within 5 (five) business days following the change through a notary channel or at least by registered mail with return receipt, notifications made to the addresses specified in the Agreement shall be deemed valid. Furthermore, they have agreed that info@musichool.co belonging to Musichool and the email address notified to Musichool by the Instructor are also valid notification addresses.