Last Modified: June 21, 2010

If you want to offer courses on the GameStepper Services, you must read and agree to be bound by these Additional Terms and Conditions for Instructors ("Instructor Terms").  In addition, all Instructors on the GameStepper Services must also be GameStepper Members as such term is defined in the GameStepper Terms and Conditions Agreement (“Agreement”) and, therefore, in order to become an Instructor you must also read and agree to be bound by the terms and conditions set forth in the Agreement.   These Instructor Terms together with the terms of the Agreement constitute the entire agreement between you and GameStepper regarding your access and use of the GameStepper Services as a Member and Instructor.   All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.

These Instructor Terms will apply to anyone whose application to be an Instructor on the GameStepper Services is approved.  If you do not accept these Instructor Terms in full, you are not authorized to be an Instructor and to teach courses on the GameStepper Services.

All capitalized terms that are not defined herein shall have the meanings ascribed to them in the Agreement.

1. Instructor Application Process.  Every Member who wishes to teach courses (“Courses”) on the GameStepper Services is required to go through an application and pre-qualification process.  To apply to become an Instructor, you must complete the Instructor application form (“Instructor Application”) which will provide us with information regarding your background, education, work experience, certifications and other qualifications with respect to your planned Courses. You authorize us to verify the accuracy of all the information you provide in the Instructor Application.
2. Application Approval. If, after our review, we approve your Instructor Application you will be considered an "Instructor."
3. Password.  If your Instructor Application is approved you will be asked to set up a GameStepper account (“Instructor Account”) including an Account user name and password.  You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the Account, user name, email address or password of another Member or Instructor at any time or to disclose your password to any third party. You agree to notify GameStepper immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. When you create your Account, you also will have the option to create and manage an Instructor Profile on the GameStepper Services.
4. Courses and Fees.  You are responsible for accurately describing your Courses in the materials provided to prospective students.  You may not charge Members any fees or other consideration of any kind in order to participate in your Courses. Notwithstanding the foregoing, if you are an instructor or teacher working for an educational institution who is using the GameStepper Service to facilitate instruction of a Course that is offered by the educational institution the foregoing restriction is not intended to prohibit the educational institution from charging students to take the Course or to restrict you from receiving compensation from the educational institution for teaching the Course.
5. No Prohibited Content or Activities.  No Course may contain Prohibited Content or involve any Prohibited Activities.
6. Instructor Access and Use.  As an Instructor you will have access to Instructor-specific functionality on the GameStepper Service. Currently, the GameStepper Services provide Instructors the ability to (a) create public and private online forums, (b) to host discussions of game related topics and to facilitate learning, class work and the creation of game related projects, (c) browse Member created forums, (d) comment on and start threads, and (e) upload files to forums (pictures, audio, video).  Instructors also can see what other Instructors are doing in their classrooms, what they teach and how they teach it.  Instructors may involve current production companies in the classroom to engage their students and read about news and video game reviews.  In the future GameStepper may offer Instructors the ability to create and post video tutorials and manage the creation of large projects using the GameStepper Services. Instructors, in their sole discretion, may elect to restrict access to their Content by password protecting access to their private forums.  In such cases, the individual Instructor is responsible for the administration and protection of Member personal information of those Members given access to such private forums. GameStepper reserves the right to modify or change any and all functionality and features of the GameStepper Services at any time in its sole discretion including, without limitation, features and functionality specifically made available to Instructors.
7. License Grants.  You grant Members who enroll in your Courses a worldwide, non-sublicenseable and non-exclusive right and license to use the Content you use in or otherwise incorporate in that Course (“Course Content”) solely for his or her personal and non-commercial educational purposes.  Further, you grant GameStepper a worldwide non-exclusive right and license to use the Course Content and information about your Courses in marketing, advertising and promotion of the Game Stepper Services in any medium, and you give us permission to use your name as part of such marketing, advertising or promotion.
8. Content.  You acknowledge that all of the Course Content and other Content you submit on the GameStepper Services is subject to the representations, warranties, license grants and other provisions contained in the Agreement.  You further represent and warrant that all of the information submitted on your Instructor Application is truthful and correct and that you have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge and skill sets, to teach and offer the Courses you are teaching and offering on the GameStepper Services.
9. Termination.  GameStepper reserves the right to withdraw approval of any Instructor Application and to suspend or terminate an Instructor’s right to teach on the GameStepper Services at any time and at our sole discretion. You will be liable for any breaches and/or obligations incurred before we suspend or terminate your Account.   GameStepper has the right to remove or delete Instructor Content from the Services at any time.  In no event shall GameStepper be liable for damages suffered by Instructor as a result of deletion of Instructor’s Content.
10. Free Service.  There is currently no obligation for an Instructor to pay GameStepper for the use of the GameStepper Services.  GameStepper reserves the right, in its sole discretion, to require payment of fees (“Fees”) for use of the GameStepper Services. GameStepper shall provide Instructor with notice prior to requiring payment of any such Fee.  Notice will be provided via email to the email address listed in your Instructor Application.  Upon receipt of such notice, you may opt to continue using the GameStepper Services and pay the applicable Fees or to discontinue your use.
11. Modification of Instructor Terms.  GameStepper reserves the right to modify these Instructor Terms at any time and from time to time, and each such modification shall be effective upon posting on the GameStepper Services.  Your continued use of the GameStepper Services in your capacity as an Instructor following any such modification constitutes your agreement to be bound by and your acceptance of the Instructor Terms as so modified. It is therefore important that you review these Instructor Terms regularly. If you do not agree to be bound by these Instructor Terms you must discontinue use of the GameStepper Services immediately.
12. Content Removal.  Instructors have the right to modify any Course or modify or delete Course Content previously posted or offered on the GameStepper Service at any time.
13. Indemnification.  You agree to indemnify and hold harmless GameStepper and GameStepper’s managing members or directors, officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses arising out of or related to any breach of any representation, warranty, covenant and/or agreement made by Instructor in these Instructor Terms.
14. Limitation on Liability. IN NO EVENT SHALL GAMESTEPPER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE GAMESTEPPER SERVICES OR LINKED SERVICES, EVEN IF GAMESTEPPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, GAMESTEPPER'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO GAMESTEPPER FOR THE GAMESTEPPER SERVICES DURING THE TERM OF MEMBERSHIP.
15. Warranty Disclaimer. THE GAMESTEPPER SERVICES AND LINKED SERVICES ARE PROVIDED "AS-IS" AND AS AVAILABLE AND GAMESTEPPER EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GAMESTEPPER CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE GAMESTEPPER SERVICES OR LINKED SERVICES.
16. Disputes. Any dispute arising under this Agreement shall be committed to binding resolution any dispute through the dispute resolution process set forth in this Section 16.  The arbitration shall be conducted pursuant to the Commercial Rules of the American Arbitration Association (“Rules”) then in effect and shall be conducted in San Francisco, California.  Notwithstanding those Rules, the following provisions shall apply to the arbitration hereunder:
    

    (a) The arbitration shall be conducted by a single independent arbitrator, if the Parties agree upon one, otherwise to three (3) independent arbitrators, one to be appointed by each party and a third to be chosen by the first two named before they enter upon the business of arbitration. If the two (2) arbitrators are unable to agree upon the third arbitrator, such third arbitrator shall be appointed in accordance with the Rules.

    (b) Binding Nature. The award and determination of the arbitrator(s) or any two of the three arbitrators shall be binding upon the Parties and their respective heirs, executors, administrators and assigns.

    (c) Proceedings. The parties and arbitrator or arbitrators shall use reasonable, diligent efforts to complete the arbitration within sixty (60) calendar days after the appointment of the arbitrator or arbitrators. In rendering its or their decision the arbitrator or arbitrators shall apply the substantive law of the State of California, without regard to its conflict of laws provisions, except that the interpretation of an enforcement of this Section 16 shall be governed by the U.S. Federal Arbitration Act. The fees of the arbitrator or arbitrators shall be shared equally by the parties.

    (d) Equitable Relief. Notwithstanding anything contained in this Agreement to the contrary, the parties shall be entitled to seek injunctive or other equitable relief whenever the facts or circumstances would permit a party to seek such equitable relief in a court of competent jurisdiction.

    YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

17. Other. You accept these Instructor Terms upon your use of the GameStepper Website or any of the GameStepper Services after GameStepper approves your Instructor Application. GameStepper’s failure to exercise or enforce any right or provision of these Instructor Terms shall not operate as a waiver of such right or provision. The section titles in these Instructor Terms are for convenience only and have no legal or contractual effect. GameStepper is a trademark of GameStepper LLC. These Instructor Terms operate to the fullest extent permissible by law. If any provision of these Instructor Terms is unlawful, void or unenforceable, that provision is deemed severable from these Instructor Terms and does not affect the validity and enforceability of any remaining provisions.