Content Developer's Terms of Use

"Ka waihona o ka na‘auao." 
A repository of learning.
‘Ōlelo No‘eau #1508
Ē Ala! Online Learning Academy is an LMS (learning management system) driven virtual e-commerce learning website created to address the need for culturally grounded learning opportunities in both community and academic environments. It is our mission to create a space to gather, share, learn, celebrate, and be inspired by ‘ikena Hawaiʻi. We provide an opportunity for the creation of educational content and materials by skilled and knowledgeable individuals (Content Developers) to share with a community of learners.  

If you choose to publish courses on the E Ala! Online Learning Academy platform (“Platform”), you must agree to the Content Developer Program Terms herein, as well as the Privacy Policy, and the Terms and Conditions of our Website.

By agreeing to these Terms, you agree to resolve disputes with Pai ‘Ike, LLC through binding arbitration (with limited expectations, not in court), and you waive certain rights to participate in class actions, as detailed in the Dispute Resolution portion of these Terms.

(1) These Terms & Conditions apply to participants in the Pai ‘Ike, LLC Partners Content Developer Program (the "Kumu Program").
(2) In these Terms & Conditions, "Company", "we", "us", and "our" means Pai ‘Ike, LLC, the brand owned and operated by Pai 'Ike, LLC, a limited liability company registered in the State of Hawaii, USA.
(3) In these Terms & Conditions, "Content Developer", "you" and "your" means the individual or organization that is applying to become a participant in the Kumu Program and who will accept these Terms & Conditions upon joining the same.
(4) By accepting these Terms & Conditions you agree to be bound by them and shall enter into a binding agreement with us (the "Agreement").

1. Definitions and Interpretation

In these Terms & Conditions the following terms shall have the following meanings:
“Account” means collectively the personal information, payment information and credentials used by Users to access paid content and or any Platform feature, including any communications System on the Website;
"Cancellations Policy" means our terms and conditions regarding cancelling of orders and services which can be found at https://eala.paiike.com/terms;
“Content” means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of the Platform or Website;
“Content Developer” means any person, team, or organization who designs, creates, offers educational content and materials, and ensures the maintenance and administration of duties to provide services related to offered course, also known as the Kumu;
“Course Instructor”: any person, team, or organization registered as the Instructor of Record for any published Submitted Content and enrolled in our Course Instructor Program;
“Course Provider” means Pai ‘Ike, LLC, a limited liability company registered in Hawaii, via its properties collectively known as E Ala!;
“E Ala!” collectively the e-commerce learning platform, website, mobile applications, payment processing systems, and third-party provider services referred to as E Ala! by Pai ‘Ike or E Ala! Online Learning Academy that Pai ‘Ike, LLC makes available through its Website either now or in the future;
“Facilities”: collectively any online facilities, tools, services, or information that Pai ‘Ike, LLC makes available through the Platform or Website either now or in the future;
"Intellectual Property Rights" means any rights subsisting in a copyright work, trade mark, patent or design and shall be construed in accordance with the Copyright Designs and Patents Act 1988, Trade Marks Act 1994 and Patents Act 1977, or the current Creative Commons Attribution License Terms;
“Payment Information” means any details required for the purchase of Services from this Website. This includes but not limited to credit /debit card numbers, bank account numbers and sort codes;
"Registered Email Address" means the email address as provided in your Registration Data;
"Registration Data" means the information provided by the Content Developer when registering for enrolment in the Kumu Program;
"Revenue Share Rate" means the percentage of commission paid on net sales revenue set out in Sub-clause 8.2;
"Services" the services available to Users through E Ala!, specifically use of the Pai ‘Ike, LLC’s learning management system e-commerce platform used for E Ala! Online Learning Academy, mobile applications, payment processing systems, and third-party provider services;
"Submitted Content" means content submitted by Content Developer for publication via the Platform on the Website that has been approved by an authorized representative of Pai 'Ike, LLC;
“System”: any online communication infrastructure that Pai ‘Ike, LLC makes available through the Website either now or in the future. This includes, but not limited to, web-based email, message boards, live chat facilities, and email links; 
“User”/”Users”: any third party that accesses the Website and is not employed by Pai ‘Ike, LLC, and acting in the course of their employment; and
“Website” means the website that is currently using paiike.com and any sub-domains of this site unless expressly excluded by their own terms and conditions.

2. Enrollment in the Program

  • 2.1 By enrolling in the Kumu Program you agree that, at the time of registration, you will provide accurate and complete Registration Data and that you shall inform us of any changes in your Registration Data.
  • 2.2 Upon your acceptance of these Terms & Conditions, subject to our approval and sub-clause 2.4 below, the agreement is deemed to be in effect. You will not be sent a signed Content Developer Agreement in hard copy.
  • 2.3 You will be informed within 10 Business Days of the outcome of your application. Following your acceptance of these Terms & Conditions, you will receive further instructions and guidance to allow you to commence using our Platform.
  • 2.4 We may, in our sole discretion, choose to reject any application for any reason (and are under no obligation to disclose such reasons). Reasons for which an Application may be rejected include, but are not limited to, known behaviors that:
  • 2.4.1 is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;
  • 2.4.2 facilitates or promotes violence, terrorism, or any other criminal activity;
  • 2.4.3 is sexually explicit; or
  • 2.4.4 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.

3. Company / Content Developer Relationship

  • 3.1 Nothing in these Terms & Conditions shall constitute, or be deemed to create, a partnership between the Parties; nor, except as expressly provided, shall it designate, or be deemed to designate, any Party the agent of any other Party for any purpose.
  • 3.2 Subject to any express provisions to the contrary in these Terms, you shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on our behalf or bind us in any way.

4. Content Developer Obligations

As a Content Developer, you are responsible for all content that you post, including lectures, quizzes, coding exercise, practice tests, assignments, resources, answers, course landing page contents, labs, assessments, and announcements herein collectively referred to as “Submitted Content”.
  • 4.1 When you partner with Pai ‘Ike, LLC as a Content Developer, you represent and warrant that:
  • 4.1.1 you will provide and maintain accurate account information;
  • 4.1.2 you own and have the necessary licenses, rights, consents, permissions, and authority to authorize Pai ‘Ike, LLC to use your Submitted Content as specified in these Terms, the Terms and Conditions of the Website, and the Online Course Hosting and Services Agreement;
  • 4.1.3 your Submitted Content will not infringe or misappropriate any third party’s intellectual property rights;
  • 4.1.4 you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to teach and offer the services that you offer through your Submitted Content and use of the Services; and
  • 4.1.5 you will ensure a quality of service that corresponds with the standards of your industry and instruction services in general.
  • 4.2 Furthermore, you warrant that you will not:
  • 4.2.1 post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
  • 4.2.2 post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Platform or Website or to any Users;
  • 4.2.3 use the Platform or Website for business other than providing tutoring, teaching, and instructional services and content to Users;
  • 4.2.4 engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording;
  • 4.2.5 frame or embed the Platform or Website (such as to embed a free version of a course) or otherwise circumvent the Platform or Website;
  • 4.2.6 impersonate another person or gain unauthorized access to another person's account;
  • 4.2.7 interfere with or otherwise prevent other Content Developers from providing their services or content; or
  • 4.2.8 abuse the Platform or Website’s resources, including support services.

5. Licensing of Course Content and Materials

  • 5.1 By partnering with Pai ‘Ike, LLC to host and market your Submitted Content, you grant Pai ‘Ike, LLC the rights detailed below and outlined in the Online Content Hosting and Services Agreement to market and otherwise exploit your Submitted Content. This includes the rights to add captions or otherwise modify the Submitted Content to ensure accessibility.
  • 5.2 You also authorize Pai ‘Ike, LLC to sublicense these rights to your Submitted Content to third parties, including to Users of our Services directly and through third-parties such as organizations, educational institutions, or other bulk purchasing entities who purchase end-user licenses in bulk through bulk-seat purchases.
  • 5.3 Unless otherwise agreed (including within Promotions Policy), you have the right to remove all or a portion of your Submitted Content from the Platform or Website at any time. Except as otherwise agreed, Pai ‘Ike, LLC’s right to sublicense the rights in this section will terminate with respect to new Users 60 days after the Submitted Content’s removal.
  • 5.3.1 However, rights granted to Users before the Submitted Content’s removal will continue in accordance with the terms of those licenses, and
  • 5.3.2 Pai ‘Ike, LLC’s right to use such Submitted Content for marketing purposes shall survive termination.
  • 5.3 You also grant Pai ‘Ike, LLC to record and use all or any part of your Submitted Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Platform and Website.
  • 5.4 Furthermore, you grant Pai ‘Ike, LLC permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling Ē Ala! Services, your Submitted Content, or E Ala!'s content, and you waive rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable laws.

6. Trust and Safety Policies

  • 6.1 As a Content Developer, you agree to abide by E Ala!'s Trust and Safety Policy and Course Content Criteria Policy. Content Developers should check these policies periodically to ensure compliance with any updates to them. It is understood that the use of E Ala! is subject to Pai ‘Ike’s approval, which we may grant or deny at our sole discretion.
  • 6.2 Pai ‘Ike reserves the right to remove content, suspend transfers, and/or ban Content Developers for any reason at any time, without prior notice, including in cases where:
  • 6.2.1 a Content Developer or content does not comply with our policies or legal terms and conditions of our Platform and/or Website;
  • 6.2.2 content falls below our quality standards or has a negative impact on User’s experience;
  • 6.2.3 a Content Developer engages in behavior that might reflect unfavorably on Pai ‘Ike, LLC or bring Pai ‘Ike, LLC into public disrespect, contempt, scandal, or ridicule;
  • 6.2.4 a Content Developer engages the services of a marketer or other business partner who violates E Ala!’s terms and conditions or policies;
  • 6.2.5 a Content Developer uses E Ala! in a way that constitutes unfair competition, such as promotion of their off-site business in any way that violates Pai ‘Ike’s policies; or
  • 6.2.6 as determined by Pai ‘Ike, LLC in its sole discretion.
6.3 Course Development Team Members.  Our Platform allows Content Developers to add other Users as course managers, co-instructors, or teaching assistants for Submitted Content that is managed by the Content Developer.
  • 6.3.1 Content Developers, course managers, co-instructors, and teaching assistants are required to adhere to our Course Development Team Members Relationship Rules and Guidelines when taking such actions.
  • 6.3.2 By adding a course manager, co-instructor, or teaching assistant, as the Content Developer understands that you are authorizing them to conduct certain actions that affect your E Ala! account and Submitted Content. Violations of Pai ‘Ike, LLC’s terms and policies by your course managers, co-instructors, or teaching assistant may also impact your E Ala! account and Submitted Content. Pai ‘Ike, LLC is not able to advise on any questions or mediate any disputes between you and such users.
  • 6.3.3 Pai ‘Ike, LLC does not have a revenue share agreement with such Users and does not provide earned revenue sharing for such Users.
6.4 Relationship to Other Users of E Ala!.  Content Developers don’t have a direct contractual relationship with users of E Ala!. Therefore, the only information a Content Developers will receive about Users are what is provided to you through the Services available to the Content Developer.
  • 6.4.1 You agree that you will not use the data you receive for any purpose other than providing your services, content, or materials to those Users on E Ala!, 
  • 6.4.2 that you won’t solicit additional personal data or store Users’ personal data outside the Platform, and
  • 6.4.3 that you agree to indemnify Pai ‘Ike, LLC against any claims arising from your use of Users’ personal data.
6.5 Anti-Piracy Efforts.  Our Platform provides powerful features that help in protecting your online content and materials. However, we do not offer Anti-piracy monitoring or protection. When creating Submitted Content on our Platform you are encouraged to familiarize yourself with the Platform’s Built-In Intellectual Property and Copyright Protection features and utilize these features by
  • 6.5.1  including your name, brand, and logo in your content like a video watermark or a unique characteristic and cannot be used by others as their own; and
  • 6.5.2 incorporating Creative Commons licenses indicating type of permission restrictions granted with access.

7. Content Enrollment and Access

  • 7.1 In accordance with our Content Developer’s Terms and the Online Course Hosting and Services Agreement, by publishing content on E Ala!, a Content Developer grants Pai ‘Ike, LLC a license to offer a User’s license to published content.
  • 7.2 Therefore, Pai ‘Ike, LLC has the right to sublicense published content to enrolled Users.
  • 7.2.1  Users of paid or free courses receive a license from Pai ‘Ike, LLC to view the content via E Ala!, and Pai ‘Ike, LLC is the licensor of record.
  • 7.2.2 Submitted Content is licensed, and not sold, to Users. This license does not give Users the right to resell the content in any manner (including sharing their account information with others or downloading the content to share with others).
  • 7.2.3 Users are granted a limited, non-exclusive, non-transferable license to access and view content for which they have paid all required fees to access such content solely for their personal, non-commercial, educational purposes through the Platform’s Services in accordance with the User’s Terms and Conditions of E Ala! and the Learner’s Course Agreement for the licensed content. All other uses are prohibited and they may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any published content unless given permission to do so in a written agreement signed by a Pai ‘Ike, LLC authorized representative.
  • 7.3 Pai ‘Ike reserves the right to revoke any license to access and use any content at any point in time in the event that we are obligated to disable access to content due to legal reasons or if it violates copyright laws and regulations.
  • 7.4 Content Developers may not grant licenses to their content to User’s directly, and any such direct license shall be null an void and a violation of these terms.

8. Content Pricing and Promotions (Pro Content Developer)

  • 8.1 Price Setting.   All Content Developers in good standing can submit free content for publication on Ē Ala!. However, only Pro Content Developers in good standing can monetize their Submitted Content on E Ala!. Any Content Developer in good standing can enroll to become a Pro Content Developer, and there is no up-front cost to become one. When creating Submitted Content available for purchase on E Ala!, Pro Content Developers will be asked to establish a “Base Price” for their Submitted Content.
  • 8.1.1  Pricing for content published on the Platform is determined based upon the Base Price indicated on the Course Developer’s submitted Course Specification and Publication Request Form. 
  • 8.1.2 In some cases, the price of content offered on the Platform may not be exactly the same as the price offered on our mobile applications due to mobile platform providers’ fees and policies regarding implementation of sales and promotions.
  • 8.2 Promotional Programs. Occasionally Pai ‘Ike, LLC may offer promotions and sales on content, during which time “Submitted Content” are made available at discounted prices for a set period of time. These promotions can help increase your revenue potential on E Ala! by offering them through subscriptions or at a discount during the promotional period. The price of content may also be offered at a discounted price to particular Users such as new Users or Users of a particular group.
  • 8.2.1  Content Developers will be given the opportunity to participate in Promotional Programs under the terms of our Promotions Policy. There is no up-front cost to participate in our Promotional Program, and you can modify your participation at anytime; however, changes made to your participation will not apply to active campaigns and certain ongoing programs prior to Users’ termination of use.
  • 8.2.1a  If you do not opt to participate in an offered Promotional Program, your course listing will be listed according to the Base Price Matrix indicated on the Submitted Course Specification and Publication Request Form.
  • 8.2.1b If you opt to participate in our offered Promotional Program, we may set a different discounted price or list price for your course as described in the Promotional Program.
  • 8.2.2  Content Developer Generated Promotions.  Content Developers may also offer their Submitted Content at a discounted promotional price or offer coupon codes to Users to purchase their Submitted Content at a discount of the Base Price, or for free as permitted within E Ala!'s Promotions Policy. 
  • 8.3.2a  These promotional prices or coupon codes are subject to limits based upon the most up to date Pricing and Net Revenue Share Tables. 
  • 8.3.2b  You may not sell promotions on third-party websites or otherwise offer them in exchange for compensation. Additional information and restriction on Content developer Generated Promotions are outlined in our Trust and Safety Policy.  
  • 8.3.2c Prior to launching a Content Developer Generated Promotion, a Content Developer Generated Promotion Offer must be accepted by an authorized representative of Pai ‘Ike, LLC.
  • 8.3 Foreign Currency. Depending on a User’s location, a Submitted Content pricing may vary. When a User purchases services, content, or materials using foreign currency, we will convert the relevant Base Price or Promotional Program price into the User’s applicable currency using a system-wide foreign currency conversion rate set by our Payment Processing Providers and fixed periodically according to their corresponding price tiers by currency.
  • 8.3.1  Since the price tiers of our Payment Processing Providers are periodically fixed, the conversion rates may not be identical to the applicable market rate in effect when a transaction is processed.
  • 8.3.2  When a user purchases using foreign currency through a mobile application, the mobile platform provider’s pricing matrix will control, and we will choose the price tier closest to the applicable Base Price or Promotional Program price. Because mobile platforms impose their own currency conversion rates, conversions for mobile app prices may not match the conversion of our Payment Processing Provider’s price tiers.
  • 8.4 Transaction Taxes. Pai ‘Ike, LLC is a company registered in the State of Hawaii and we have certain tax obligations to the State of Hawaii and U.S. Government.
  • 8.4.1  If a User purchases a product or service in a state or country that requires Pai ‘Ike, LLC to remit national, state, or local sales or use taxes, value added taxes (VAT), or other similar Transaction Taxes, under applicable law, we will collect and remit those Transaction Taxes to the competent tax authorities for those sales through our Payment Processing Providers.
  • 8.4.2  We may increase the sale price at our discretion where we determine that such taxes may be due. For purchases through mobile applications, applicable Transaction Taxes are collected by the mobile platform (such as Apple’s App Store or Google Play).

9. Payments and Transfer of Funds

  • 9.1 Platform Access
  • 9.1.1  You agree to pay any fees for services and access to E Ala! purchased through the Website or pre-arranged payment option not offered on the website and authorize us to charge your debit or credit card for those fees. Pai ‘Ike, LLC works with payment service providers to offer convenient payment methods and ensure payment information is kept secure.
  • 9.1.2  When making a purchase, you agree not to use an invalid or unauthorized payment method. If your payment method fails and you receive access to the Website or Platform, you agree to pay us the corresponding fees within fifteen (15) days of notification from us. We reserve the right to disable or cancel access to the Platform and/or Website for which we have not received adequate payment.
  • 9.2 Revenue Share.  When a User purchases your Submitted Content, we calculate the gross amount of the sale as the amount actually received by Pai ‘Ike, LLC from the User, herein referred to as the Gross Sales Amount. From this, we will subtract any Transaction Taxes, any mobile platform fees applied to mobile provider checkout sales, a service and processing fee for any Website check out sales, and any amounts paid to third parties in connection with the Promotional Programs to calculate the net amount of the sale, herein referred to as the Net Amount.
  • 9.2.1  If you have not opted into any of E Ala!’s Promotional Programs, and except for sales through Content Developer generated promotions, your revenue share will be a portion of Net Revenue according to the current Pricing and Net Revenue Table less any applicable deductions such as student refunds. If we change the rate of your portion of Net Revenue, we will provide you 30 days notice using prominent means, such as via email or by posting a notice through our Platform.
  • 9.2.2  If you opt into any of our sponsored Promotional Programs, the relevant revenue share may be different and will be specified in the Promotions Program Offer.
  • 9.2.3  Sales generated through Content Developer-generated coupons or promotions are bound by the agreed upon revenue share declared in an accepted Content Developer Generated Promotional Offer.
  • 9.3 Transferring of Funds.  In order for us to transfer your portion of Net Revenue to you in a timely manner, you must own a U.S. Bank account in good standing and must keep us informed of the correct email associated with your account. You must also provide any identifying information or tax documentation necessary for payment of amounts due, and you agree that we have the right to withhold appropriate taxes from your funds transfer.
  • 9.3.1  You do not need to submit a tax form until you wish to begin earning revenue from your Submitted Content, if your tax document has expired, or if your tax circumstances have changed.
  • 9.3.1a  If we don’t have your tax form on file, IRS rules regarding Backup Withholdings applies and a backup withholding rate of 24% will apply for all Content Developer’s Revenue Shares.
  • 9.3.1b If we have your tax form on file, your withholding rate will depend on the details of your submission. For Content Developers who supply a valid W-9 and are not subject to backup withholding, the rate of the IRS withholding is 0%.
  • 9.3.2  Depending on the date that a transaction matures, the applicable net revenue amount will be transferred on, or by, the 20th day of the month following a transaction's maturity date.
  • 9.3.3  Funds for your portion of Net Revenue will be transferred only in U.S. funds and it is your responsibility for determining whether you are able to receive funds by a U.S. company.  We reserve the right not to transfer funds in the event of identity fraud, violations of intellectual property rights, or other violations of the law.
  • 9.3.4  If we cannot settle funds in your payment account after the period of time set forth by the state, or other government authority, in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting those funds to the appropriate government authority as required by law.
  • 9.4 Refunds.  You acknowledge and agree that Users have the right to receive a refund, as detailed in the Terms and Conditions. You will not receive any revenue from transactions for which a refund has been granted under the Terms and Conditions. If a User asks for a refund after we have transferred the relevant net revenue share, we reserve the right to either
  • 9.4.1  deduct the amount of the refund from the next transfer to be sent to the Content Developer or
  • 9.4.2  where no further funds are due to the Content Developer or the funds are insufficient to cover the refunded amount, require the Content Developer to refund any amounts refunded to the User for the Content Developer’s Submitted Content.

10. Deleting Your Content Developer’s Account

  • 10.1 You may cancel your Content Developer’s Account at any time by contacting us at eala@paiike.com.
  • 10.2 We will use commercially reasonable efforts to make any remaining scheduled payments that are owed to you before deleting your account.
  • 10.3 You understand that if Users have previously enrolled in your Submitted Content, your name and that Submitted Content may remain accessible to those Users after your account has been deleted.
  • 10.4 You understand that any Team Member's accounts associated with any of your Service Plans will be closed or unlinked upon the expiration of your Service Plan.

11. Miscellaneous Legal Terms

  • 11.1 Updating These Terms.  From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Pai ‘Ike, LLC reserves the right in its sole discretion to modify and/or make changes to these Terms at any time.
  • 11.1.1 If we make any material changes we will notify you using prominent means such as by email notice sent to the email address specified in your account or by posting a notice through our Platform.
  • 11.1.2 Modifications will become effective on the day they are posted unless stated otherwise.
  • 11.1.3 Your continued use of our Platform or Website after changes become effective shall mean that you accept those changes.
  • 11.1.4  Any revised Terms shall supersede all previous Terms.
  • 11.2 Translations. Any version of these Terms in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict.
  • 11.3 Survival.  The following section shall survive the expiration or termination of these Terms: Sections 5 ( Licensing of Course Content and Materials ), 6.4 ( Relationship with Other Users), 9.3 (Transferring of Funds), 9.4 ( Refunds), 10 ( Deleting Your Account), and 11 ( Miscellaneous Legal Terms).





Updated December 2, 2023