Teacher Agreement


Only Teachers, who agree to this Teacher Agreement following below (hereinafter shown as “this Agreement”) may use our service “inJoy International School” (https://injoyinternational.com/ below abbreviated as “our School”) operated by mipick Inc. (below abbreviated as "our Company"). The company includes “inJoy International School” and the school office in our school. A student as well as the student’s guardians including the parents of minor or conservator are defined as “a student”.
1. Application of this Agreement 1-1. This Agreement applies to the use of our services by Teachers.
1-2. Aside from this Agreement, Terms of Use, any other regulations on our Site including manuals and any notices sent to Teachers by our Company based on Term 2 (hereinafter referred to as the “Terms of Use set by our Company”) will be treated as a part of this Agreement.
1-3. In cases which any of this Agreement and the previously stated Terms of Use, any regulations including manuals, and notifications differ in content, precedence will be taken by the latest one among the following: the said notice, the said regulations, Terms of Usage including manuals and the Agreement. Also, in cases which the contents of the notice on the website are different from any other received notice, the latest notice will be applied.
1-4. Japan Standard Time will apply to any time or date indicated in this agreement.
2. Notifications from our Company 2-1. Our Company shall communicate any information it deems appropriate to Teachers whenever necessary using emails, attachments, and notifications posted through the website of our School or by whatever means appropriate.
2-2. In the event of the notifications mentioned above are sent through the website postings of our School, emails, or the attachments, they will be deemed effective from the time they are sent or posted unless stated otherwise.
3. Qualifications as a Teacher Teachers must meet the following requirements in order to use our Service: however, whosoever approved by our Company as an exception can also use our Service.
3-1. Teachers must be over 20 years old and be able to make legally responsible decisions.
3-2. Teachers must be legally permitted to work in your current country of residence.
4. Business Registration & Teacher Application/Registration 4-1. Teachers must understand that they are not in the employment of our Company, and as such no employment contract shall exist between each teacher and our Company.   Business registration is for business members to participate in business activities at our Company, and Teacher application means to apply for teaching a desired curriculum in lessons to the curriculum author.
4-2. Teachers can apply for business registration by inputting and submitting the following information such as name, gender, date of birth, address, phone number, email address, bank information, academic qualifications, background, and other information specified by our Company on the website application form of our Company or by other means otherwise specified by our Company. This application for business registration and teacher application must be completed by the applicant himself/herself and not by someone else or a third party.
4-3. All information provided for the application of business registration and teacher application must be truthful and accurate that any false information is NOT allowed to be contained.
4-4. Our Company will accept a business registration by sending an email notification to Teacher or by other means otherwise specified by our Company. Teacher application is approved by the curriculum author who authored the desired curriculum by the means otherwise specified by our Company.
4-5. Our Company hold and manage a right NOT to accept business registration or teacher application without disclosing the reasons in cases when any of the following apply:
① Cases in which it is proven that specified business registration and/or teacher application has been submitted by someone other than the applicant himself/herself and/or a third party (except for the cases in which acknowledged and approved by our Company)
② Cases in which any falsehood, misstatement, or omission is found in the content of business registration or teacher application
③ Cases in which business registration or teacher application of the Teacher in question had been cancelled/terminated in the past due to his/her violation of this Agreement etc.
④ Any other cases in which our Company deems inappropriate to accept business registrations or teacher applications
4-6. Teachers must immediately notify and submit the current/accurate/correct information in cases when any changes are made in the information of their business accounts such as name, address, phone number, email address, bank information, and other information specified by our Company by the means otherwise specified by our Company.
4-7. Teachers may terminate their own business account and/or teacher registration after notifying our Company by following the further instructions provided by our Company.
5. Suspension of the Contract & Termination of Business Registration Our Company hold and manage rights to terminate business/teacher registration and erase the profile of the Teacher in question without any notification in advance in any of the following cases:
① Cases in which business/teacher application of the Teacher in question had been cancelled/terminated in the past due to his/her violation of this Agreement etc.
② Cases in which any act specified in Article 10 has been committed
③ Cases in which this Agreement is violated other than the two cases mentioned above
④ Other cases in which our Company deems inappropriate to provide our service and/or to maintain business/teacher registration for the Teacher in question
6. Password Management/Usage etc. 6-1. Teachers take complete responsibly for management and/or usage of their passwords (hereinafter referred to as "Password(s)") provided by our Company. Our Company has NO responsibility for management and/or usage of the Passwords.
6-2. Teachers must not assign, lend, and/or disclose their Passwords to be used by a third party unless approved by our Company separately.
6-3. Teachers take complete responsibly for Password management/usage including but not limited to disadvantage, damages, tempering, etc. caused by abusing and/or misusing Passwords even in cases when Passwords are misused by a third party, and our Company has NO responsibility at all for management and/or usage of the Passwords.
6-4. In cases when Teachers find out that the Passwords are being misused by a third party without their consent, they must immediately inform our Company and follow the instructions when provided by our Company.
7. Burden of Expense 7-1. In order to be able to use our services, Teachers are responsible to ready the necessary hardware (including but not limited to PC, headset, microphone, earphones, etc.), communication lines, and anything else necessary and to bear the burden of expense for their purchases and maintenance of all the necessary equipment regarding what has been mentioned previously.
7-2. Teachers must agree to pay for their own internet connection, phone expenses, and electricity to teach their lessons other than what has been mentioned previously.
7-3. Teachers must prepare their own teaching materials by their own expenses.
7-4. Teachers must bear the burden of any handling fees required to transfer the rewards.
8. Rewards 8-1. Teachers agree to give our Company all the rights necessary to collect Rewards and/or Teaching Material Fees from Students, and when necessary, to refund the collected Rewards and/or Teaching Material Fees to Students.
8-2. Rewards for Teacher shall be equivalent to 60% of the Joy Points set for the lesson. Additional 2% shall be added in cases when Teacher is qualified as an Excellent teacher, and 3% more shall be added to a qualified Super Excellent Teacher. 1 Point is equal to 10 Japanese Yen in the calculations for Rewards.
8-3. Our School shall calculate the sum of outstanding Rewards and transfer the requested amount in accordance with the request made by the Teacher by the 10th (the last business day before the 10th if the 10th is the non-business day of the bank) of the following month with closing at month-end of the lesson month to bank account or paypal account specified by the Teacher on the 20th (the following business day after the 20th if the 20th is the non-business day of the bank) of the following month. However, Teachers do not need to make a request for remittance every month, and as long as the request is made within the exchange deadline of Joy Points described in 8-8, Teachers can save Joy Points and request for remittance only in the desired month. Teachers are responsible to pay for all handling fees required to transfer the rewards and other expenses including receipt and withdrawal fees. Additionally, Teachers must agree with the possibility in cases when they wish to use a bank account outside Japan that the handling fees could be extremely expensive.
8-4. Regardless of what has been stated in the previous paragraphs, our Company has a right to withhold the transferring of the requested payment in cases when any of the following situations arise:
① Cases in which the total amount of the rewards underruns the handling fees required to transfer the rewards
② Cases in which the Student requests a refund for his/her points with justifiable cause
③ Cases in which a lesson was disrupted or believed to have been disrupted for more than 5 minutes and the student requested the Joy Point to be returned based on the fact or by the judgement of our Company
④ Cases in which we have a sufficient reason to believe that the you have violated the terms of this Agreement
⑤ Cases in which the bank account information or any other information you provided is incomplete or incorrect
⑥ Cases in which you do not take trainings required by our Company
⑦ Cases in which the Joy Points expired according to the deadline described in 8-8
⑧ Cases in which our Company deems it necessary for any other reason to withhold the payment of the Rewards
8-5. In cases when a payment fails due to some reasons falling under item ⑤ stated above or when a payment is rejected and sent back to us due to your account information being incorrect and/or insufficient, you may request repayment within 1 month of the initial attempted payment date. In such cases, we reserve the right to deduct a repayment fee.
8-6. In cases when a Student requests for the Joy Points for a particular lesson to be returned and our Company grants it according to the Student Policy, our School will no longer have the responsibility to transfer the payment for the Joy points/Rewards concerned to the Teacher. In cases when the Joy points/Rewards for the particular lesson subject to be returned has already been paid/transferred, the Teacher who received the payment will be obliged to send the payment back to our Company. In cases when the received payment subject to be returned was not paid back to our Company by the Teacher, our Company will have the right to offset the Joy Points or the amount which has not been paid back out of the Joy Points the Teacher has in his/her business account or the Joy Points/Rewards the Teacher is going to make later without any notification to the Teacher.
8-7. Rewards will be calculated in Japanese Yen and paid out to the bank account or paypal account opened in the Teacher’s name in whichever currency the Teacher chooses out of the available payment currencies. The conversion rate between Japanese Yen and the payment currency shall be made available on the Business Member Page. However, in cases when your country of residence is outside Japan and wants to use a bank account outside Japan, you must agree with the possibility that the handling fees could be extremely expensive.
8-8. Joy Point 's cashing due date is within six months from the day Joy Point reflected on a personal account.
9. Agreement of Teacher Application and Approval 9-1. Teacher application and approval reach an agreement when the Curriculum Author approves the Teacher and send the notification.
9-2. Our Company has the right to request provision of information that our Company judges to be necessary from the Teacher when any of the following situations arise or may be concerned, and the Teacher must respond to our Company within the time specified by our Company.
① Cases in which questions are asked by managers, curriculum authors, affiliates, counselors, students, and/or other third parties.
② Cases in which a problem happened during a lesson
③ Cases in which the situation falling under any of the states described in Article 8 Section 4
④ Cases in which our Company deems it necessary for any other appropriate cause
9-3. Our Company has the rights to suspend posting of the Teacher information on our website at the discretion of our Company in cases when the Teacher has not been teaching any lessons for a year.
10. Lesson Agreement 10-1. A Lesson Agreement comes into effect from the moment when the Teachers accept or "confirm" a lesson request by a student through our School system.
10-2. Teachers may set the deadline of making appointment or cancellation beforehand; however only the deadline of cancellation for lessons appointed by bank transfer or monthly purchase is automatically set within two days from the appointment date because of the deposit confirmation, timing of the Joy points to be reflected, etc.
10-3. In cases when a student attended the lesson without purchasing and/or bringing the commercially supplied teaching materials required for the lesson, Teachers must interrupt the lesson immediately and discuss with the student and/or the guardian whether the student takes the rest of the lesson without using the commercially supplied teaching materials or the student wants to reschedule the lesson, and follow the decision made by the student and/or the guardian (even in the case of rescheduling the lesson, the Joy Points spent by the student for the cancelled lesson will not be returned to the student, and the teacher may still maintain the rewards for the interrupt lesson). In cases when the student agrees to continue the lesson without using the commercially supplied teaching materials, Teacher must agree NOT to use and/or show the commercially supplied teaching materials at the same time as the student must approve that it is difficult for the Teacher to maintain the quality of the lesson.
10-4. Teachers must always fulfill their duty during their lessons in which they are responsible to teach. In cases of the following situations, when it is difficult for the Teachers to fulfill their duty, observed as a matter of course based upon social convention such as an acute disease, emergency, etc., and when it is too late to request the cancellation to the student thought the business member account because the deadline of the cancellation has already passed, Teachers must follow the procedures listed below:
① In cases when the Teacher has enough time before the lesson, the Teacher must send a chat message including his/her apology and explanation of the situation to the Zoom account of the student with whom the Teacher had the appointment and teach the lesson in a different time with the approval from the student. In this case, the student can make another appointment as usual on our website as compensation, but the Teacher must request our School office to return the Joy Points to the student because the Joy Points for the cancelled lesson have already withdrawn from the student’s account.
② In cases when the Teacher has NOT enough time to communicate with the student before the lesson, the Teacher must make sure to send a chat message including his/her apology and explanation of the situation to the Zoom account of the student with whom the Teacher had the appointment before the lesson starts, contact the student’s counselor, and find solution together.
10-5. Teachers must keep in mind that someone appointed from our Company, Curriculum Author, Counselor, or Manager may join and observe their lessons, and the Teacher must invite them to the lesson in cases when our Company instructs the Teacher to do so.
11. Prohibition 11-1. In reference to lessons, Teachers agree NOT to engage in any of the following activities. Curriculum Authors and Teachers must bear the legal responsibilities, compensations for damages, and the responsibilities for troubles in cases when they are caused by a Teacher who neglects to be in compliance with prohibition of this Agreement even when concerning with a curriculum approved by our Company.
① Offer lessons and/or any other services which require qualification, permission, authorization, registration, license, etc. including but not limited to the offering of legal or medical advices, etc. without required qualification, permission, authorization, registration, license, etc.
② Offer lessons and/or any other services which include any content relating to any crime and/or discrimination in nature and other and/or any other actions leading/related to any crime
③ Offer lessons and/or any other services which may be offensive to public order and/or established morals
④ Engage in an act of sending or posting any kind of speech, behavior, act, image, document, etc. which are obscene/pornographic or child abuse in nature
⑤ Engage in an act of using our service for the purposes of promoting/selling items, etc. other than offering lesson
⑥ Take actions which infringes or has the possibility to infringe on the rights, property, privacy, portrait rights, and/or publicity right of other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, other third parties, or our Company
⑦ Engage in an act of sending or posting information which is contrary to fact
⑧ Engage in an act of tampering and/or deleting information, which are useful for our services including but not limited to lessons, or trying to do such an attempt
⑨ Engage in an act of violating and/or taking an action which may have the possibility of violating intellectual property rights such as copyrights, trademark rights, etc. belonging to other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, other third parties, or our Company
⑩ Engage in an act of harming the honor and/or the trust of other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, other third parties, or our Company by discrimination and/or slander
⑪ Engage in an act of sending advertisements, promotional messages, invitations, etc. or any other emails which may be construed as unwarranted, unsolicited, unpleasant, or offensive to other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, third parties, or our Company without permission, an act of interfering the email reception of others, an act of asking a third party to transfer a chain email, or an act of transferring a chain email by such request
⑫ Engage in an act of establishing an endless chain investment scheme (a multi-level marketing scheme) and/or soliciting individuals for enrollment
⑬ Engage in an act of supporting an election campaign or any activities similar to it and/or violating the Public Offices Election Act
⑭ Engage in an act of using, proving, recommending, or disseminating any harmful programs including but not limited to computer viruses
⑮ Engage in an act of using someone else's identity and/or pretending to be another Teacher or a third party to teach a lesson
⑯ Engage in an act of attempting to access any other unauthorized computer or computer systems or networks which are connected to this service illegally
⑰ Engage in an act of violating laws or being offensive to public order and morals (including but not limited to prostitution, violence, savagery, etc.) in addition to the previous paragraphs, or giving a disadvantage to other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, third parties, or our Company
⑱ Engage in an act of introducing, mediating, and/or soliciting other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, or third parties for usage of other services that directly, potentially, or possibly compete with our service
⑲ Engage in an act of divulging the information which you acquire as a Teacher about our service to third parties that directly, potentially, or possibly compete with our Company
⑳ Engage in an act of encouraging and/or promoting any of the behaviors listed in the respective items of the preceding paragraph
㉑ Engage in an act of teaching inappropriate things in excess of the lesson contents from the original curriculum
㉒ Engage in an act of any other behavior that our Company deems inappropriate
11-2. Teachers must not use any information obtained through using our services about students for any purposes other than for using of our services or practicing of the lesson contract concluded by this Agreement, irrespective of whether or not you are currently registered as a user of our website. Teachers must not directly contact the students of our School to teach lessons without using our services.
12. Teachers' Responsibilities Teachers agree to express/guarantee the matters set in the following paragraphs and to bear all the responsibilities by themselves and at the same time agree that our Company will not be responsible for any consequences even resulting from the situation when a Teacher violates any of the matters set in the following paragraphs.
① Ensure any information reported to our Company, uploaded through our website, or what is taught in the lessons by Teachers to be up-to-date, correct, and accurate
② Ensure the credibility, accuracy, reliability, usefulness, etc. of all the information provided to our Company by Teachers
③ Ensure to faithfully execute Teachers’ responsibilities defined in the lesson agreement (including but not limited to the lesson contents and appointment date & time)
④ Ensure to be fully responsible to follow all the laws, etc. of your home country or country of residence to file and pay appropriate duties and taxes for Rewards acquired through our website from our Company
⑤ Ensure to use the Internet communications software (hereinafter referred to as Communications Software) specified by our Company for each lesson Teachers conduct. When using the Communications Software, Teachers agree to follow the terms and conditions of use set by its proprietor(s)
⑥ Ensure to take training provided by our Company
⑦ Ensure to solve any problem between the Curriculum Author and you by your own responsibility in cases when problems occurred between you and a Curriculum Author during the process of applying as a teacher and to get the approval from the Curriculum Author, and that our Company will not have any responsibilities except for the issues relating to our system
13. Emails, Uploaded Information, etc. 13-1. Our Company will not take any responsibilities about the contents of any emails and/or uploaded information provided by Teachers.
13-2. Teachers take all the responsibilities for sending of emails, uploading of information, handling email service providers, and for other related conditions, guarantees and/or statements. Teachers also agree to hold our Company blameless against any kind of loss or damage resulting from related correspondences.
13-3. The copyright of the curricula approved by our Company belongs to the Curriculum Author as you teach lessons, and our School retains the rights to use the curricula. Curriculum Authors bear the responsibilities in the event of any problems caused by the contents of the curricula developed by the curriculum author occurred even though the curricula are approved by our School. Our Company will maintain the rights to use the curricula even after the curriculum author cancelled his/her business registration or curriculum author registration, and the curriculum author will continue to bear the responsibilities.
14. Handling of Confidential Information, etc. 14-1. Teachers must provide their personal information (hereinafter referred to as "Personal Information, etc."), which is necessary for the use of our service and/or providing lessons through this service, including but not limited to other information about themselves during the process of applying for a business registration and/or at other time specified by our Company. Our Company will post the Personal Information that our Company obtained the consent from Teachers in advance for the purpose of notifying to Students on our website.
14-2. Other than specified in this Agreement, Teachers must firmly protect all the confidential information (hereinafter referred to as "Confidential Information") about other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, and other third parties, irrespective of whether or not you are registered as a Teacher. Teachers must keep such Confidential Information strictly to themselves and take every precaution not to let the information leak in any way. Teachers should never use Confidential Information obtained through our service for any purpose other than to execute Teachers’ responsibilities as defined in Lesson Agreement.
14-3. Teachers must return or destroy any files, information, items, etc. which they have received from our Company in cases when our Company instruct to do so or when business/Teacher registration has been cancelled.
14-4. Teachers must not offer and/or disclose information about lessons to other Teachers or Students, irrespective of whether or not you are registered as a Teacher. However, any publically available information as stipulated in Section 1 of this Article may be exceptional.
14-5. Other than specified in this Agreement, Teachers must not disclose/provide any information about Lesson Fees, rewards, and/or information, which may or possibly be in competition with our service, to other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, or any other third parties irrespective of whether or not you are registered as a Teacher.
15. Consent of the Licensing Right Teachers permanently consent to grant unlimited and non-exclusive sublicensing rights to use, exhibit, indicate, reproduce, correct, translate, distribute, delete, etc. any information uploaded by Teachers on our website (including but not limited to the information which might accrue or be derived from those uploaded information) to our Company for free of charge. The information of granted sublicensing rights in this Article shall include any text, images, photographs, pictures, music, evaluation, and all other information which Teachers upload and/or provide through our website excluding the Private Information.
16. No Guarantee/Indemnity 16-1. Our Company assumes no responsibility and/or no duty to indemnify for any loss of computer, an internet connection, software, etc. generated by computer virus or other causes during the use of our service and for any damages or troubles which occur by the use of the software used for our service and sent files used for purposes other than business registration, curriculum registration, or the use of business member account.
16-2. On no account will our Company be liable for any damage and/or loss suffered by Teachers arising out of the discontinuation of our services, cancellation of business and/or teacher registration, suspension, change, addition, cancellation of our service, etc.
16-3. Our Company assumes no responsibility for damage and/or loss which results from an action and/or failure to act by a third party including other Teachers.
16-4. Other than those stipulated in this Agreement, our Company shall not be held responsible for any damage and/or loss arising out of the use of our services and/or lessons.
16-5. Our Company assumes no responsibility for any damage and/or loss which results from Teachers to other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, and other third parties relating to the use of our services and/or lessons.
17. Relations with Advertisers 17-1. Teachers agree that any problems which occur between Teachers and advertisers shall be solved within Teachers and advertises when Teachers participate in any promotion activities posted on our website by advertiser of the advertisement or other agencies of advertisement (hereinafter referred to as "Advertisers").
17-2. Our Company assumes no responsibility for any acts taken by of any third parties including but no limited to those whom teachers contact through a link created by the advertiser or others, a website operated by the advertiser and others, or use of our website and/or software.
17-3. Teachers agree to hold our Company blameless against any damage and/or loss of Teachers caused by any advertiser and/or other third parties.
18. Suspension of our Services Our Company hold the rights to temporarily suspend Teachers from providing lessons without prior notice to the Teacher under the following circumstances.
① In cases of unavoidable circumstances due to maintenance and/or construction of facilities for our service
② In cases of unavoidable circumstances due to any disorders which occur to facilities of our services
③ In cases when electricity communication services become unavailable due to an operation of electricity communication provided by an electricity communication provider
④ In cases of other circumstances when our Company deems necessary for a temporary suspension due to an operational and/or technical reason
19. Amendments to our Services Our Company hold the rights to amend, change, and/or add the contents of our services without prior notice to Teachers.
20. Discontinuance of our Services Our Company hold the rights to discontinue our services by notifying to Teachers.
21. Attribution of the Rights Copyright relating to all the information (including but not limited to pictures, videos, sounds, music, photos, images, etc.) provided by our Company for our services, intellectual property rights of trademarks, portrait rights, publicity rights, and all other rights are attributed to our Company, unless otherwise indicated.
22. Revisions of the Terms of Use 22-1. Our Company holds the rights to revise the terms of use stipulated by our Company without the consent of Teachers.
22-2. Any revised editions of this Agreement and/or the Terms of Use become effective when our Company notifies the revised contents to Teachers according to the Article 2 Section 2.
23. Indemnity Other than those stipulated in this Agreement, Teachers must take responsibility to indemnify our Company for all damage and/or loss (including but not limited to reasonable legal fees) immediately in cases when they through willful intent or negligence have caused harm and/or damage to our Company due to their violations of this Agreement.
24. Transfer of Rights and Obligations/Prohibition of the Security Offer Teachers must not transfer, succeed, or offer to a security all or a part of the rights and obligations stated in this Agreement to a third party.
25. Governing Law This Agreement shall be governed by and construed under the laws of Japan without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Japanese law, rules, and regulations, Japanese law, rules and regulations shall prevail and govern.
26. Court of Jurisdiction In cases when a legal dispute should arise between a Teacher and our Company or between a Teacher and a Student concerning our service, both the Teacher and our Company agree to resort to either Tokyo District Court or Tokyo Summary Court as an exclusive jurisdiction court of first instance according to the amount sued for.
27. Language This Agreement shall be created in Japanese and other languages, and the contents of Japanese Agreement shall be followed in cases when the contents in Japanese and other languages differ. 28. Continuation Articles The following articles will still remain effective even after Teacher registration is cancelled/terminated: Article 1, Article 2, Article 6, Article 7, Article 8 Section 2 and Section 5, Article 9, Article 12, Article 13, Article 14, Article 15, Article 16, Article 21, Article 23, and this Article. 29. Dispute Settlement In cases when a dispute concerning any matter not covered in this Agreement or interpretation of this Agreement arises between a Teacher and our Company, both parties shall attempt to resolve the matter through discussion and/ or negotiation based on the principals of good faith and fair dealing. 30. Service Regulations Teachers must execute their tasks as a teacher by following the items listed below:
① Ensure to login to Zoom at least 5 minutes before the lesson starts
② Ensure to focus entirely on executing the tasks as a teacher during the lesson time and do not leave in front of the screen without justifiable grounds
③ Ensure NOT to shorten nor extend the lesson time at Teacher’s own convenience without an approval from the student and/or the guardian
④ In cases when a Teacher is willing to withdraw from the registration as a teacher, to take a temporary leave from this job as a teacher, or to go on vacation, the Teacher must stop accepting lesson appointments in advance and confirm that no lesson appointment is remaining in his/her business account. In cases when a Teacher has to withdraw from the teacher registration, to take a temporary leave, or to go on vacation during a course of lessons for any unavoidable reasons, the Teacher must comply the procedures indicated separately and conduct the job transfer to the next teacher politely and sincerely
⑤ Ensure to recognize the responsibilities in terms of duties, strive to improve the job efficiency, as well as fulfilling your duties in good faith, make efforts to improve your job performance, and maintain the order of the work environment in accordance with instructions by our Company
⑥ Ensure NOT to engage in any inappropriate methods in relation to your job duties for your own interests as taking illegal acts such as unfairly borrowing cash/gifts of values from others or receiving bribes/gifts
⑦ Ensure to behave properly as a Teacher who is standing on the side of our School at all time, to be aware that Teachers are the face of our School, and never to act in a way to harm/lose the honor and credibility of our School
⑧ Ensure NOT to provide lessons under the influence of alcohol or while smoking
⑨ Ensure NOT to give any disadvantage and/or discomfort to other business members, students, and/or other people involved by a sexual speech and/or a behavior and also NOT to do anything which may damage the working environment (sexual harassment is strictly prohibited)
⑩ Ensure NOT to give any mental and/or physical anguish to other people involved by a speech and/or a behavior which goes beyond the proper range of job operation with the background of superiority within the workplace such as job position and human relations and also NOT to do anything which may damage the working environment (power harassment is strictly prohibited)
⑪ Ensure to choose a proper location where you can keep the positive image of our School and the dignity as a Teacher in the range shown on the Zoom screen for teaching a lesson and arrange the surrounding environment
⑫ Ensure to complete trainings and other tasks instructed by our Company without delay
⑬ Ensure to notify our Company immediately in case of getting to know about individual and/or organizational legal violations, violation of this Agreements, moral violation, etc. of other teachers, curriculum authors, affiliates, counselors, managers, etc.
⑭ Ensure NOT to act and/or behave in an inappropriate way as Teacher other than what has been mentioned previously



Curriculum Author Agreement


Only Curriculum Authors, who agree to this Curriculum Author Agreement following below (hereinafter shown as “this Agreement”) may use our service “inJoy International School” (https://injoyinternational.com/ below abbreviated as “our School”) operated by mipick Inc. (below abbreviated as "our Company"). The company includes “inJoy International School” and the school office in our school. A student as well as the student’s guardians including the parents of minor or conservator are defined as “a student”.
1. Application of this Agreement 1-1. This Agreement applies to the use of our services by Curriculum Authors.
1-2. Aside from this Agreement, Terms of Use, any other regulations on our Site including manuals and any notices sent to Curriculum Authors by our Company based on Term 2 (hereinafter referred to as the “Terms of Use set by our Company”) will be treated as a part of this Agreement.
1-3. In cases which any of this Agreement and the previously stated Terms of Use, any regulations including manuals, and notifications differ in content, precedence will be taken by the latest one among the following: the said notice, the said regulations, Terms of Usage including manuals and the Agreement. Also, in cases which the contents of the notice on the website are different from any other received notice, the latest notice will be applied.
1-4. Japan Standard Time will apply to any time or date indicated in this agreement.
2. Notifications from our Company 2-1. Our Company shall communicate any information it deems appropriate to Curriculum Authors whenever necessary using emails, attachments, and notifications posted through the website of our School or by whatever means appropriate.
2-2. In the event of the notifications mentioned above are sent through the website postings of our School, emails, or the attachments, they will be deemed effective from the time they are sent or posted unless stated otherwise.
3. Qualifications as a Teacher Curriculum Authors must meet the following requirements in order to use our Service: however, whosoever approved by our Company as an exception can also use our Service.
3-1. Curriculum Authors must be over 20 years old and be able to make legally responsible decisions.
3-2. Curriculum Authors must be legally permitted to work in your current country of residence.
4. Business Registration & Curriculum Author Registration 4-1. Curriculum Authors must understand that they are not in the employment of our Company, and as such no employment contract shall exist between each teacher and our Company.
4-2. Curriculum Authors can apply for business registration by inputting and submitting the following information such as name, gender, date of birth, address, phone number, email address, bank information, academic qualifications, background, and other information specified by our Company on the website application form of our Company or by other means otherwise specified by our Company. This application for business registration must be completed by the applicant himself/herself and not by someone else or a third party. 
4-3. All information provided for the application of business registration must be truthful and accurate that any false information is NOT allowed to be contained.
4-4. Our Company will accept a business registration by sending an email notification to Curriculum Authors or by other means otherwise specified by our Company.
4-5. Our Company hold and manage a right NOT to accept business registration without disclosing the reasons in cases when any of the following apply:
① Cases in which it is proven that specified business registration has been submitted by someone other than the applicant himself/herself and/or a third party (except for the cases in which acknowledged and approved by our Company)
② Cases in which any falsehood, misstatement, or omission is found in the content of business registration
③ Cases in which business registration of the Curriculum Author in question had been cancelled/terminated in the past due to his/her violation of this Agreement etc.
④ Any other cases in which our Company deems inappropriate to accept business registrations
4-6. Curriculum Authors must immediately notify and submit the current/accurate/correct information in cases when any changes are made in the information of their business accounts such as name, address, phone number, email address, bank information, and other information specified by our Company by the means otherwise specified by our Company.
4-7. Curriculum Authors may terminate their own business account after notifying our Company by following the further instructions provided by our Company. However, Curriculum Authors won’t be able to delete the curriculums which have already been registered with our Company in this regard.
5. Suspension of the Contract & Termination of Business Registration Our Company hold and manage rights to terminate business/Curriculum Author registration and erase the profile of the Curriculum Author in question without any notification in advance in any of the following cases:
① Cases in which business application of the Curriculum Author in question had been cancelled/terminated in the past due to his/her violation of this Agreement etc.
② Cases in which any act specified in Article 10 has been committed
③ Cases in which this Agreement is violated other than the two cases mentioned above
④ Other cases in which our Company deems inappropriate to provide our service and/or to maintain business/Curriculum Author registration for the Curriculum Author in question
6. Password Management/Usage etc. 6-1. Curriculum Authors take complete responsibly for management and/or usage of their passwords (hereinafter referred to as "Password(s)") provided by our Company. Our Company has NO responsibility for management and/or usage of the Passwords.
6-2. Curriculum Authors must not assign, lend, and/or disclose their Passwords to be used by a third party unless approved by our Company separately.
6-3. Curriculum Authors take complete responsibly for Password management/usage including but not limited to disadvantage, damages, tempering, etc. caused by abusing and/or misusing Passwords even in cases when Passwords are misused by a third party, and our Company has NO responsibility at all for management and/or usage of the Passwords.
6-4. In cases when Curriculum Authors find out that the Passwords are being misused by a third party without their consent, they must immediately inform our Company and follow the instructions when provided by our Company.
7. Burden of Expense 7-1. In order to be able to use our services, Curriculum Authors are responsible to ready the necessary hardware (including but not limited to PC, headset, microphone, earphones, etc.), communication lines, and anything else necessary and to bear the burden of expense for their purchases and maintenance of all the necessary equipment regarding what has been mentioned previously.
7-2. Curriculum Authors must agree to pay for their own internet connection, phone expenses, and electricity to write their curricula other than what has been mentioned previously.
7-3. Curriculum Authors must prepare their own digital and analog teaching materials by their own expenses. However, our Company may consider to purchase the cost of the teaching materials partially according to the Curriculum Author’s wishes in cases when our Company determines the curriculum to be one of the main/popular curriculums. The distribution cost that our Company bore will NOT be counted for your reward return.
7-4. Curriculum Authors must bear the burden of any handling fees required to transfer the rewards and of other expenses including the shipping fee to deliver the teaching materials for their curricula.
8. Rewards 8-1. Curriculum Authors agree to give our Company all the rights necessary to collect Rewards and/or Teaching Material Fees from Students, and when necessary, to refund the collected Rewards and/or Teaching Material Fees to Students.
8-2. Curriculum Authors may set up the lesson fee of each curriculum as they author in consideration of the lesson contents, its time, etc. within the range of the Joy Points that our Company specifies separately and post the lesson fee on the website of our School by the method designated by our Company separately.
8-3. Rewards for Curriculum Authors shall be equivalent to 2% of the Joy Points set for the lesson. Additional 3% shall be added in cases when Curriculum Authors supply their curriculum to other teachers. 1 Point is equal to 10 Japanese Yen in the calculations for Rewards.
8-4. Our School shall calculate the sum of outstanding Rewards and transfer the requested amount in accordance with the request made by the Curriculum Author by the 10th (the last business day before the 10th if the 10th is the non-business day of the bank) of the following month with closing at month-end of the lesson month to bank account or paypal account specified by the Curriculum Author on the 20th (the following business day after the 20th if the 20th is the non-business day of the bank) of the following month. However, Curriculum Authors do not need to make a request for remittance every month, and as long as the request is made within the exchange deadline of Joy Points described in 8-8, Curriculum Authors can save Joy Points and request for remittance only in the desired month. Curriculum Authors are responsible to pay for all handling fees required to transfer the rewards and other expenses including receipt and withdrawal fees. Additionally, Curriculum Authors must agree with the possibility in cases when they wish to use a bank account outside Japan that the handling fees could be extremely expensive.
8-5. Regardless of what has been stated in the previous paragraphs, our Company has a right to withhold the transferring of the requested payment in cases when any of the following situations arise:
① Cases in which the total amount of the rewards underruns the handling fees required to transfer the rewards
② Cases in which the Student requests a refund for his/her points with justifiable cause
③ Cases in which a lesson was disrupted or believed to have been disrupted for more than 5 minutes and the student requested the Joy Point to be returned based on the fact or by the judgement of our Company
④ Cases in which we have a sufficient reason to believe that the you have violated the terms of this Agreement
⑤ Cases in which the bank account information or any other information you provided is incomplete or incorrect
⑥ Cases in which the Joy Points expired according to the deadline described in 8-9
⑦ Cases in which our Company deems it necessary for any other reason to withhold the payment of the Rewards
8-6. In cases when a payment fails due to some reasons falling under item ⑤ stated above or when a payment is rejected and sent back to us due to your account information being incorrect and/or insufficient, you may request repayment within 1 month of the initial attempted payment date. In such cases, we reserve the right to deduct a repayment fee. 
8-7. In cases when a Student requests for the Joy Points for a particular lesson or teaching materials to be returned and our Company grants it according to the Student Policy, our School will no longer have the responsibility to transfer the payment for the Joy points/Rewards concerned to the Curriculum Author. In cases when the Joy points/Rewards for the particular lesson or teaching materials subject to be returned has already been paid/transferred, the Curriculum Author who received the payment will be obliged to send the payment back to our Company. In cases when the received payment subject to be returned was not paid back to our Company by the Curriculum Author, our Company will have the right to offset the Joy Points or the amount which has not been paid back out of the Joy Points the Curriculum Author has in his/her business account or the Joy Points/Rewards the Curriculum Author is going to make later without any notification to the Curriculum Author.
8-8. Rewards and profits of the sales of teaching materials will be calculated in Japanese Yen and paid out to the bank account or paypal account opened in the Curriculum Author’s name in whichever currency the Curriculum Author chooses out of the available payment currencies. The conversion rate between Japanese Yen and the payment currency shall be made available on the Business Member Page. However, in cases when your country of residence is outside Japan and wants to use a bank account outside Japan, you must agree with the possibility that the handling fees could be extremely expensive.
8-9. Joy Point 's cashing due date is within six months from the day Joy Point reflected on a personal account.
9. Agreement of Curriculum Application and Approval 9-1. Curriculum Author application and approval reach an agreement when our Company approves the curriculum and send the notification.
9-2. Our Company has the right to request provision of information that our Company judges to be necessary from the Curriculum Author when any of the following situations arise or may be concerned, and the Curriculum Author must respond to our Company within the time specified by our Company.
① Cases in which questions are asked by managers, teachers, affiliates, counselors, students, and/or other third parties.
② Cases in which a problem related to the curriculum happened during a lesson between the Teacher and the student(s)
③ Cases in which the situation falling under any of the states described in Article 8 Section 5
④ Cases in which our Company deems it necessary for any other appropriate cause
9-3. Our Company has the rights to suspend the posting of the Curriculum on our website at the discretion of our Company in cases when the Curriculum has not been taught or used for a lesson more than 6 months.
10. Prohibition 10-1. In reference to making and supplying curricula, Curriculum Authors agree NOT to engage in any of the following activities. Curriculum Authors and Teachers must bear the legal responsibilities, compensations for damages, and the responsibilities for troubles in cases when they are caused by a Curriculum Author who neglects to be in compliance with prohibition of this Agreement even after his/her curriculums are approved by our Company.
① Offer lessons and/or any other services which require qualification, permission, authorization, registration, license, etc. including but not limited to the offering of legal or medical advices, etc. without required qualification, permission, authorization, registration, license, etc.
② Offer lessons and/or any other services which include any content relating to any crime and/or discrimination in nature and other and/or any other actions leading/related to any crime
③ Offer lessons and/or any other services which may be offensive to public order and/or established morals
④ Engage in an act of sending or posting any kind of speech, behavior, act, image, document, etc. which are obscene/pornographic or child abuse in nature
⑤ Engage in an act of using our service for the purposes of promoting/selling items, etc. other than offering curricula
⑥ Take actions which infringes or has the possibility to infringe on the rights, property, privacy, portrait rights, and/or publicity right of other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, other third parties, or our Company
⑦ Engage in an act of sending or posting information which is contrary to fact
⑧ Engage in an act of tampering and/or deleting information, which are useful for our services including but not limited to curricula, or trying to do such an attempt
⑨ Engage in an act of violating and/or taking an action which may have the possibility of violating intellectual property rights such as copyrights, trademark rights, etc. belonging to other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, other third parties, or our Company
⑩ Engage in an act of harming the honor and/or the trust of other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, other third parties, or our Company by discrimination and/or slander
⑪ Engage in an act of sending advertisements, promotional messages, invitations, etc. or any other emails which may be construed as unwarranted, unsolicited, unpleasant, or offensive to other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, third parties, or our Company without permission, an act of interfering the email reception of others, an act of asking a third party to transfer a chain email, or an act of transferring a chain email by such request
⑫ Engage in an act of establishing an endless chain investment scheme (a multi-level marketing scheme) and/or soliciting individuals for enrollment
⑬ Engage in an act of supporting an election campaign or any activities similar to it and/or violating the Public Offices Election Act
⑭ Engage in an act of using, proving, recommending, or disseminating any harmful programs including but not limited to computer viruses
⑮ Engage in an act of using someone else's identity and/or pretending to be another Curriculum Author or a third party to make or supply curricula
⑯ Engage in an act of attempting to access any other unauthorized computer or computer systems or networks which are connected to this service illegally
⑰ Engage in an act of violating laws or being offensive to public order and morals (including but not limited to prostitution, violence, savagery, etc.) in addition to the previous paragraphs, or giving a disadvantage to other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, third parties, or our Company
⑱ Engage in an act of introducing, mediating, and/or soliciting other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, or third parties for usage of other services that directly, potentially, or possibly compete with our service
⑲ Engage in an act of divulging the information which you acquire as a Curriculum Author about our service to third parties that directly, potentially, or possibly compete with our Company
⑳ Engage in an act of encouraging and/or promoting any of the behaviors listed in the respective items of the preceding paragraph
㉑ Engage in an act of any other behavior that our Company deems inappropriate
10-2. Curriculum Authors must not use any information obtained through using our services about Teachers for any purposes other than for using of our services or practicing of the curriculum supply contract concluded by this Agreement, irrespective of whether or not you are currently registered as a user of our website. Curriculum Authors must not directly contact the Teachers of our School to supply curricula without using our services.
11. Curriculum Authors' Responsibilities Curriculum Authors agree to express/guarantee the matters set in the following paragraphs and to bear all the responsibilities by themselves and at the same time agree that our Company will not be responsible for any consequences even resulting from the situation when a Curriculum Author violates any of the matters set in the following paragraphs.
① Ensure any information reported to our Company, uploaded through our website to be up-to-date, correct, and accurate
② Ensure the credibility, accuracy, reliability, usefulness, etc. of all the information and the contents of curricula provided to our Company by Curriculum Authors
③ Ensure to be fully responsible to follow all the laws, etc. of your home country or country of residence to file and pay appropriate duties and taxes for Rewards and profits from selling teaching materials acquired through our website from our Company
④ Ensure that the curriculum authored by the Curriculum Author is original and that the teaching materials used in the curriculum do not infringe copyrights, portrait rights, etc. of others
⑤ Ensure to solve any problem between the Teacher and you by your own responsibility in cases when problems occurred between you and a Teacher during the process of approving a teacher to teach your curriculum, and that our Company will not have any responsibilities except for the issues relating to our system
12. Emails, Uploaded Information, etc. 12-1. Our Company will not take any responsibilities about the contents of any emails and/or uploaded information provided by Curriculum Authors including curricula approved by our Company.
12-2. Curriculum Authors take all the responsibilities for sending of emails, uploading of information, handling email service providers, and for other related conditions, guarantees and/or statements. Curriculum Authors also agree to hold our Company blameless against any kind of loss or damage resulting from related correspondences.
12-3. The copyright of the curricula authored by a Curriculum Author and approved by our Company belongs to the Curriculum Author, and our School retains the rights to use the curricula. Curriculum Authors bear the responsibilities in the event of any problems caused by the contents of the curricula developed by the curriculum author occurred even though the curricula are approved by our School. Our Company will maintain the rights to use the curricula even after the curriculum author cancelled his/her business registration or curriculum author registration, and the curriculum author will continue to bear the responsibilities and sincerely deal with the problems to device the solutions.
13. Handling of Confidential Information, etc. 13-1. Curriculum Authors must provide their personal information (hereinafter referred to as "Personal Information, etc."), which is necessary for the use of our service and/or providing Curricula through this service, including but not limited to other information about themselves during the process of applying for a business registration and/or at other time specified by our Company. Our Company will post the Personal Information that our Company obtained the consent from Curriculum Authors in advance for the purpose of notifying to Students on our website.
13-2. Other than specified in this Agreement, Curriculum Authors must firmly protect all the confidential information (hereinafter referred to as "Confidential Information") about other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, and other third parties, irrespective of whether or not you are registered as a Curriculum Author. Curriculum Authors must keep such Confidential Information strictly to themselves and take every precaution not to let the information leak in any way. Curriculum Authors should never use Confidential Information obtained through our service for any purpose other than to execute Teachers’ responsibilities as defined in Lesson Agreement.
13-3. Curriculum Authors must return or destroy any files, information, items, etc. which they have received from our Company in cases when our Company instruct to do so or when business registration has been cancelled.
13-4. Curriculum Authors must not offer and/or disclose information about Curricula to other Curriculum Authors or Students, irrespective of whether or not you are registered as a Curriculum Author. However, any publically available information as stipulated in Section 1 of this Article may be exceptional.
13-5. Other than specified in this Agreement, Curriculum Authors must not disclose/provide any information about Lesson Fees, rewards, and/or information, which may or possibly be in competition with our service, to other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, or any other third parties irrespective of whether or not you are registered as a Curriculum Author.
14. Consent of the Licensing Right  Curriculum Authors permanently consent to grant unlimited and non-exclusive sublicensing rights to use, exhibit, indicate, reproduce, correct, translate, distribute, delete, etc. any information uploaded by Curriculum Authors on our website (including but not limited to the information which might accrue or be derived from those uploaded information) and provided by Curriculum Authors to our Company for free of charge. The information of granted sublicensing rights in this Article shall include any text, images, photographs, pictures, music, evaluation, curricula approved by our Company, and all other information which Curriculum Authors upload and/or provide through our website excluding the Private Information.
15. No Guarantee/Indemnity 15-1. Our Company assumes no responsibility and/or no duty to indemnify for any loss of computer, an internet connection, software, etc. generated by computer virus or other causes during the use of our service and for any damages or troubles which occur by the use of the software used for our service and sent files used for purposes other than business registration, curriculum registration, or the use of business member account.
15-2. On no account will our Company be liable for any damage and/or loss suffered by Curriculum Authors arising out of the discontinuation of our services, cancellation of business registration, suspension, change, addition, cancellation of our service, etc.
15-3. Our Company assumes no responsibility for damage and/or loss which results from an action and/or failure to act by a third party including other Teachers.
15-4. Other than those stipulated in this Agreement, our Company shall not be held responsible for any damage and/or loss arising out of the use of our services and/or lessons.
15-5. Our Company assumes no responsibility for any damage and/or loss which results from Curriculum Authors to other Curriculum Authors, Managers, Teachers, Affiliates, Counselors, Students, and other third parties relating to the use of our services and/or lessons.
16. Relations with Advertisers 16-1. Curriculum Authors agree that any problems which occur between Curriculum Authors and advertisers shall be solved within Curriculum Authors and advertises when Curriculum Authors participate in any promotion activities posted on our website by advertiser of the advertisement or other agencies of advertisement (hereinafter referred to as "Advertisers").
16-2. Our Company assumes no responsibility for any acts taken by of any third parties including but no limited to those whom teachers contact through a link created by the advertiser or others, a website operated by the advertiser and others, or use of our website and/or software.
16-3. Curriculum Authors agree to hold our Company blameless against any damage and/or loss of Curriculum Authors caused by any advertiser and/or other third parties.
17. Suspension of our Services Our Company hold the rights to temporarily suspend Curriculum Authors from providing Curricula without prior notice to the Curriculum Author under the following circumstances.
① In cases of unavoidable circumstances due to maintenance and/or construction of facilities for our service
② In cases of unavoidable circumstances due to any disorders which occur to facilities of our services
③ In cases when electricity communication services become unavailable due to an operation of electricity communication provided by an electricity communication provider
④ In cases of other circumstances when our Company deems necessary for a temporary suspension due to an operational and/or technical reason
18. Amendments to our Services Our Company hold the rights to amend, change, and/or add the contents of our services without prior notice to Curriculum Authors.
19. Discontinuance of our Services Our Company hold the rights to discontinue our services by notifying to Curriculum Authors.
20. Attribution of the Rights Copyright relating to all the information (including but not limited to pictures, videos, sounds, music, photos, images, etc.) provided by our Company for our services, intellectual property rights of trademarks, portrait rights, publicity rights, and all other rights are attributed to our Company, unless otherwise indicated.
21. Revisions of the Terms of Use 21-1. Our Company holds the rights to revise the terms of use stipulated by our Company without the consent of Curriculum Authors.
21-2. Any revised editions of this Agreement and/or the Terms of Use become effective when our Company notifies the revised contents to Curriculum Authors according to the Article 2 Section 2.
22. Indemnity Other than those stipulated in this Agreement, Curriculum Authors must take responsibility to indemnify our Company for all damage and/or loss (including but not limited to reasonable legal fees) immediately in cases when they through willful intent or negligence have caused harm and/or damage to our Company due to their violations of this Agreement.
23. Transfer of Rights and Obligations/Prohibition of the Security Offer Curriculum Authors must not transfer, succeed, or offer to a security all or a part of the rights and obligations stated in this Agreement to a third party.
24. Governing Law This Agreement shall be governed by and construed under the laws of Japan without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Japanese law, rules, and regulations, Japanese law, rules and regulations shall prevail and govern.
25. Court of Jurisdiction In cases when a legal dispute should arise between a Curriculum Author and our Company or between a Teacher and a Curriculum Author concerning our service, both the Curriculum Author and our Company agree to resort to either Tokyo District Court or Tokyo Summary Court as an exclusive jurisdiction court of first instance according to the amount sued for.
26. Language This Agreement shall be created in Japanese and other languages, and the contents of Japanese Agreement shall be followed in cases when the contents in Japanese and other languages differ.
27. Continuation Articles The following articles will still remain effective even after Curriculum Author registration is cancelled/terminated: Article 1, Article 2, Article 6, Article 7, Article 8 Section 2 and Section 5, Article 9, Article 11, Article 13, Article 14, Article 15, Article 20, Article 22, and this Article. 28. Dispute Settlement In cases when a dispute concerning any matter not covered in this Agreement or interpretation of this Agreement arises between a Curriculum Author and our Company, both parties shall attempt to resolve the matter through discussion and/ or negotiation based on the principals of good faith and fair dealing.