TeachShare - Marketplace Terms of Service.docx

TeachShare Marketplace Terms of Service

Last Modified: November 13, 2024

These TeachShare Marketplace Terms of Service (these “Marketplace Terms”) describe your rights and responsibilities when accessing and using the TeachShare Marketplace website (currently available at https://www.teachertool.ai) and related software, services, and applications (collectively, the “Marketplace”) offered by Worksheets AI, Inc. (including its successors and assigns, collectively, “TeachShare,” “we,” “our,” or “us”). By accessing or using the Marketplace, or by creating an account, you signify that you have read, understood, and agree to be bound by these Marketplace Terms, whether or not you are a registered user of the Marketplace, and you acknowledge that you have read and understood our Privacy Notice, as further described in Section 8 (Privacy). These Marketplace Terms are in addition to the terms and conditions set forth in the TeachShare Terms of Service (the “TeachShare Terms”), which govern your general use of the TeachShare Service (as defined in the TeachShare Terms). TeachShare reserves the right to modify the terms of these Marketplace Terms and will provide notice of these changes as described below. These Marketplace Terms apply to sellers of educational resources (“Sellers”), buyers of educational resources (“Buyers”), and anyone else who accesses or visits the Marketplace (collectively, “Users,” “you” or “your”). As used herein, a “Resource(s)” means the educational resource(s) uploaded or otherwise made available to the Marketplace by or on behalf of a Seller.

Please read these Terms carefully to ensure that you understand each provision. These Terms contain a mandatory mutual individual arbitration provision in Section 15.2 (the “Arbitration Agreement”) and a mutual class action/jury trial waiver provision in Section 15.3 (the “Class Action/Jury Trial Waiver”) that require, subject only to the specified exceptions in Sections 15.2 and 15.3 or unless you opt out pursuant to the instructions in Section 15.2, the exclusive use of final and binding arbitration on an individual basis only to resolve disputes, rather than jury trials or class, collective, private attorney general, or representative actions or proceedings.

The Marketplace. TeachShare provides a platform to facilitate interactions between Sellers and Buyers. TeachShare retains sole discretion to prioritize, categorize, highlight, and otherwise modify the method of Buyer discovery of Sellers, including through search results and tagging, in order to improve service quality and for other purposes.

Eligibility. This is a contract between you and TeachShare. You must read and agree to the terms and conditions of these Marketplace Terms before using the Marketplace. If you do not agree, you may not use the Marketplace. You may use the Marketplace only if you can form a binding contract with TeachShare, and only in compliance with these Marketplace Terms and all applicable local, state, federal, national, and international laws, rules and regulations. Any access to or use of the Marketplace by anyone under 18 is strictly prohibited and in violation of these Marketplace Terms. The Marketplace is not available to any Users previously removed from the Marketplace by TeachShare.
Limited License. Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Marketplace for your personal use or internal business use only, in each case, as permitted by the features of the Marketplace. TeachShare reserves all rights not expressly granted herein in and to the Marketplace and the TeachShare Content (as defined below). TeachShare may terminate the license granted in this section at any time for any reason or no reason.
User Accounts

In order to access the Marketplace, you must register an account on TeachShare in accordance with Section 1 of the TeachShare Terms in order to gain access to certain of the Marketplace’s services and functionalities, which we may establish and maintain from time to time, in our sole discretion. By using the Marketplace, you continue to be bound by the User Account requirements in the TeachShare Terms. We may maintain different types of User Accounts for different types of Users. If you open a User Account on behalf of a company, organization, or other entity (for example, if you open a User Account on behalf of a Seller that is an entity), then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity, with the authority to bind the entity to these Marketplace Terms, and that you agree to these Marketplace Terms on the entity’s behalf. By connecting to TeachShare or the Marketplace with a third-party service (including through an extension or other means that creates a connection between TeachShare or the Marketplace and a third party platform or marketplace), you give us permission to access and use your information from that service as permitted by that service - we do not store your login credentials.

You may control your User Account and how you interact with the Marketplace by changing the settings in your settings page. By providing TeachShare your email address, you consent to our using that email address to send you Marketplace-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Marketplace and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

Relationship with TeachShare

No Warranties

Sellers are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of TeachShare. TeachShare does not create or endorse Resources and does not employ individuals or engage entities to create Resources. TeachShare operates as a provider of an online marketplace that connects Buyers with Sellers. Regardless of whether a particular Seller appears as “vetted,” “verified” or something similar, the Marketplace is intended as an information resource and not an advisory service; it is your responsibility to determine the quality and credibility of information obtained, as well as the reasonableness of relying on such information for a particular use.

You are solely responsible for your interactions with other Users. You acknowledge, agree, and understand that you are solely responsible for assessing and verifying any information about other Users, including any User Content (as defined below) and/or Feedback (as defined below) associated with such User. TeachShare does not make any representations about, or guarantee the truth or accuracy of, any User Content or Feedback, and does not guarantee any User’s suitability for any purpose (regardless of whether a particular Seller appears as “vetted,” “verified” or something similar). We reserve the right, but have no obligation, to monitor disputes between you and other Users, and we shall have no liability for your interactions with other Users, or for any User’s action or inaction.

Users hereby acknowledge that TeachShare does not supervise, scope, direct, control or monitor the Resources or creation thereof or anything else a Seller may offer or provide through or in connection with the Marketplace and expressly disclaims (to the extent permitted by law) any responsibility and liability for the Resources and anything else a Seller may offer or provide in any manner, including but not limited to, any warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, statute, ordinance, regulation, or code. You hereby irrevocably and forever waive any and all claims you may have with respect to the foregoing.

TeachShare makes no representations about and does not guarantee, and you agree not to hold TeachShare responsible for: the quality, safety, or legality of any activities of a Seller; any other User-to-User interaction; a Seller’s failure to provide a Resource as contemplated; the qualifications, background, or identities of Users; the ability of a Buyer to pay sums due for any Resources; or any User Content, Feedback, and/or other statements or posts of Users. You hereby irrevocably and forever waive any and all claims you may have with respect to the foregoing.

You also acknowledge, agree, and understand that Sellers are solely responsible for determining, and have the sole right to determine, to which Users to sell Resources; the time, place, manner, and means of creating any Resources; and the type of Resources they provide.

No Agency or Employment Relationship

Nothing in these Marketplace Terms shall in any way be construed to constitute Seller as an agent, employee or representative of the Buyer or of TeachShare, or to create a joint venture between any of the parties. You further acknowledge, agree, and understand that you are not an employee of TeachShare, and that you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance).

Upon a determination by TeachShare that it is subject to such tax collection and remittance requirements and has met the applicable nexus requirements, TeachShare will collect, remit such taxes on sales in which TeachShare determines it has a collection and filing obligation. Each Seller shall remain liable for sales tax in all jurisdictions where TeachShare does not collect sales tax and each Seller shall reimburse TeachShare for any damages resulting from their failure to collect and remit such taxes.

Seller acknowledges, agrees and understands that if TeachShare is not responsible for sales tax in a certain jurisdiction, Seller is solely responsible (i) for all tax liability associated with payments received by Seller through the Marketplace, and that TeachShare will not withhold any taxes from payments to Sellers; (ii) for obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and Seller acknowledges that Seller is not covered by or eligible for any insurance from TeachShare; (iii) for determining whether Seller is required by applicable law to issue any particular invoices, and for issuing any invoices so required; (iv) for determining whether Seller is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges, and for remitting any such taxes or charges to the appropriate authorities; and (v) if outside of the United States, for determining if TeachShare is required by applicable law to withhold any amount from the Seller, and for notifying TeachShare of any such requirement and indemnifying TeachShare for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of TeachShare, Seller agrees to promptly and diligently cooperate with TeachShare and to provide copies of Seller’s tax returns and other documents as may be reasonably requested for the purposes of such audit, including but not limited to, records showing Seller is engaging in an independent business as represented to TeachShare.

Changes to the Marketplace. We may, without prior notice, change the Marketplace; stop providing the Marketplace or features of the Marketplace, to you or to Users generally; or create usage limits for the Marketplace. We may permanently or temporarily terminate or suspend your User Account and/or access to the Marketplace, without notice and without liability, for any reason, including if, in our sole determination, you violate any provision of these Marketplace Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Marketplace Terms.
Marketplace Location. The Marketplace is controlled and operated from facilities in the United States. TeachShare makes no representations that the Marketplace is available for use in other locations. Those who access or use the Marketplace from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to, export and import regulations. You may not use the Marketplace if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

User Content. The Marketplace allow Users to submit, post, display, provide, or otherwise make available content such as uploading and offering Resources for sale, information about themselves; videos, images, music; reviews, comments, and questions about, among other things, the Marketplace and other Users; and other content or information (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Marketplace, including, without limitation, Resources and all content comprising the Seller Profiles and Buyer Profiles (each, as defined below), are referred to herein as “User Content”).

User Profiles

Seller Profile. Each Seller will create a public, individual profile that will contain Seller’s name, optional biographical information (including, for example, employment history and certification) or business information (as applicable), a representative picture, media clips, email address, location (city and state) and other information Seller chooses to add (“Seller Profile”). TeachShare reserves the right to approve or reject, in its sole discretion, the publication of any Seller Profile on the Marketplace. It is Seller’s responsibility to ensure that all content comprising the Seller Profile is accurate, complete and up to date, and Seller agrees not to offer any Resources on or through the Marketplace unless Seller’s Seller Profile is accurate, complete and up to date. TeachShare has the right (but not the obligation), in its sole discretion, to verify information provided by or about Seller, including verifying such Seller’s identity and confirming Seller’s experience and credentials. If requested, Seller agrees to diligently assist TeachShare in this process.
Buyer Profile. Each Buyer will create an individual profile (“Buyer Profile”). Buyer’s Buyer Profile will include Buyer’s chosen display name, profile picture, email address, and other information Buyer chooses to add or that is added in connection with Buyer’s use of the Marketplace. Other Users may visit your Buyer Profile and see your display name, profile picture, and other information that may be available on your Buyer Profile. It is Buyer’s responsibility to ensure that all content comprising the Buyer Profile is accurate, complete and up to date, and Buyer agrees not to interact with any other User, including by purchasing Resources from a Seller, unless Buyer’s Buyer Profile is accurate, complete and up to date. TeachShare has the right (but not the obligation), in its sole discretion, to verify information provided by or about Buyer, including verifying such Buyer’s identity. If requested, Buyer agrees to diligently assist TeachShare in this process.

User Content – Intellectual Property Rights

We claim no ownership rights over User Content (including without limitation Resources) created by you. The User Content you create remains yours. However, you understand that certain portions of the Marketplace may allow other Users to view, edit, share, and/or otherwise interact with your User Content. For example, when listing a Resource on the Marketplace, you may click a button or check a box marked “Allow Remixes” (or something similar), which allows a User to import a Resource they have purchased into the TeachShare Resource Editor (the “Resource Editor”), where they can modify your Resource. You may also click a button or check a box allowing the option for Buyers to purchase commercial rights in your Resource (if you wish to offer those rights), including rights to digitize a Resource, share a Resource, and make a Resource available to students to use. You may make these selections for each Resource purchased by each User. As a Seller, it is your responsibility to decide what rights you wish to make available to Buyers and any pricing you may set. By providing or sharing User Content through the Marketplace, you agree to allow others to view, and if you have opted into “allowing remixes” and/or offering commercial rights, to edit, share, and/or otherwise interact with your User Content in accordance with your settings and these Marketplace Terms. Seller shall retain ownership rights over its User Content even if it “allows remixes” or offers commercial rights to Buyers. TeachShare has the right (but not the obligation), in its sole discretion, to remove any User Content that is shared via the Marketplace, including, without limitation, any Seller Profile or Buyer Profile.

By submitting, posting, displaying, providing, or otherwise making available any User Content (including without limitation Resources) on or through the Marketplace, you hereby grant, and you represent and warrant that you have all rights necessary to grant, to TeachShare a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Marketplace (including, without limitation, the Feedback) and TeachShare’s (and its successors’ and affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Marketplace (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Marketplace a non-exclusive license to access your User Content through the Marketplace, and to use, reproduce, modify, distribute, display and perform (in each case, as applicable and subject to the rights you authorize as described in the preceding paragraph, “Remixing”) such User Content as permitted through the functionality of the Marketplace and under these Marketplace Terms.

For the purposes of these Marketplace Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

you have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Marketplace and these Marketplace Terms, and each such person has released you from any liability that may arise in relation to such use;
you have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties;
your User Content and TeachShare’s use thereof as contemplated by these Marketplace Terms and the Marketplace will not violate any law, violate any agreements with or terms promulgated by a third party, or infringe any rights of any third party, including but not limited to, any Intellectual Property Rights and privacy rights;
your User Content is not inconsistent with use in your position as a teacher or school staff member, such as using the Marketplace to create or offer commercial products or services;
your User Content is not inappropriate for the classroom and does not violate applicable school or school district policies;
to the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including, without limitation, the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content, and that you have the power to grant the license granted above. You understand that publishing your User Content on the Marketplace is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization;
TeachShare may exercise the rights to your User Content granted under these Marketplace Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise;
You will not upload or make available through the Marketplace, either directly or by other means: any personal information of children under 13 or the applicable age of digital consent;
your User Content does not include nudity or other sexually suggestive content; hate speech, threats, or direct attacks on an individual or group; content that is abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another’s privacy; sexist or racially, ethnically, or otherwise discriminatory content; content that contains self-harm or excessive violence; fake or impostor profiles; illegal content or content in furtherance of harmful or illegal activities; malicious programs or code; any person’s personal information without such person’s consent; spam, machine-generated content, or unsolicited messages; and/or otherwise objectionable content; and
to the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

TeachShare takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Marketplace. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Marketplace, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that TeachShare shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

Restrictions. You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current.
Feedback. For the purposes of these Marketplace Terms, “Feedback” means composite or compiled feedback about Users, generated from User Content, including but not limited to, User comments, User ratings, indicators of User satisfaction, and other feedback left by other Users. You acknowledge, agree and understand that Feedback does not constitute and will not be construed as an introduction to, or endorsement or recommendation of, any User by TeachShare, and that TeachShare provides Feedback solely for the convenience of Users. You further acknowledge, agree and understand that TeachShare will make Feedback available to other Users on or through the Marketplace, and may make Feedback available on Seller Profiles. TeachShare provides Feedback as a means through which Users can share their opinions of other Users publicly, and TeachShare does not monitor, contribute to or censor these opinions. You agree not to use the Feedback to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

Our Proprietary Rights

Except for User Content you create, the Marketplace and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “TeachShare Content”), and all Intellectual Property Rights related thereto, are the exclusive property of TeachShare and its licensors (including other Users who post User Content to the Marketplace). Except as explicitly provided herein, nothing in these Marketplace Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any TeachShare Content. Use of the TeachShare Content for any purpose not expressly permitted by these Marketplace Terms is strictly prohibited.

You may choose to, or we may invite you to, submit comments or ideas about the Marketplace, including, without limitation, about how to improve the Marketplace (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place TeachShare under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, TeachShare does not waive any rights to use similar or related ideas previously known to TeachShare, or developed by its employees, or obtained from sources other than you.

Paid Services

General. Certain aspects of the Marketplace may be provided for a fee or other charge. If you elect to use paid aspects of the Marketplace, you agree to any of our applicable pricing and payment terms, which are hereby incorporated by reference herein, as we may update them from time to time. For any transaction you make through the Marketplace, you agree that ten percent (10%) of the total transaction amount may be paid to or retained by TeachShare, and you acknowledge that we may update this percentage and/or our compensation scheme from time to time. You also acknowledge that any transaction made through the Marketplace may be subject to Third-Party Fees (as defined below). TeachShare may add new services for additional fees and charges, and may add or amend fees and charges for existing services, at any time, in its sole discretion. Any change to our pricing and payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Marketplace Terms. Unless otherwise expressly agreed by TeachShare in writing, Buyer will not pay Seller directly for any services provided through or in connection with the Marketplace.
Definitions

“Subscription Fee” means the recurring amount Buyer pays as consideration to be able to remix, differentiate, gamify, and auto-grade Resources that are purchased through the Marketplace (“Subscription”).

“TeachShare Fee” means the portion of the Resource Acquisition Fee that TeachShare may retain as consideration for providing the Marketplace, including, as applicable, the Expedited Payout Fee (defined in Section 4.4).

“Resource Acquisition Fee” means the amount Buyer pays as consideration for purchase of a particular Seller’s Resource and any specified rights therein or related thereto. All goods and services are shipped digitally.

“Third-Party Fees” means, individually and collectively, the portions of the Resource Acquisition Fees retained by third parties, including third-party payment processors that we may engage from time to time in our sole discretion.

Payments by Users

General

Buyer agrees to pay all Subscription Fees on the terms set forth herein. TeachShare, or its authorized third-party payment processor (currently Stripe Connect) will process and collect the Subscription Fees in accordance with these Marketplace Terms. TeachShare cannot control any fees that may be charged to Buyer by his or her bank related to TeachShare’s or its payment processor’s collection of the Subscription Fees, and TeachShare disclaims all liability in this regard.

TeachShare may authorize a third-party payment processor (currently Stripe Connect) to collect Resource Acquisition Fees from Buyer for transmission to Seller. Accordingly, payment of the Resource Acquisition Fees to TeachShare’s designated third-party payment processor shall be considered the same as payment of Resource Acquisition Fees made directly by Buyer to Seller. Upon Buyer’s payment of Resource Acquisition Fees to TeachShare’s third-party payment processor, Buyer’s payment obligation to Seller is extinguished in an amount equal to the payment for Resource Acquisition Fees made to such third-party payment processor.

In connection with payments of Subscription Fees and Resource Acquisition Fees, Buyer will be asked to provide customary billing information such as name, billing address, and credit card information to TeachShare or its third-party payment processor (currently Stripe Connect). Buyer hereby authorizes the collection of such amounts by charging the Buyer’s designated payment method or credit or debit card via a third-party online payment processor or by one of the payment methods described on the Marketplace. If Buyer is directed to TeachShare’s third-party payment processor, Buyer will be subject to terms and conditions governing the use of that third party’s service and to that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using such third party’s services. Buyer acknowledges and understands that third-party payment processors may collect and retain Third-Party Fees whenever Buyer pays Subscription Fees and/or Resource Acquisition Fees. Subscription Fees and Resource Acquisition Fees are provided on the Marketplace for each Seller in U.S. dollars. Except as otherwise provided herein, Subscription Fees and Resource Acquisition Fees are non-refundable. Buyers who believe they have been improperly charged and require a refund are asked to contact TeachShare at hey@teachshare.com.

Subscriptions

(i) Automatic Renewals. The Subscriptions are available on an automatically renewing subscription basis. EACH OF YOUR SUBSCRIPTIONS WILL AUTOMATICALLY RENEW AT THE END OF THE SUBSCRIPTION TERM IDENTIFIED AT THE TIME OF YOUR SUBSCRIPTION FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THE INITIAL SUBSCRIPTION TERM (EACH SUCH PERIOD, A “SUBSCRIPTION TERM”) UNLESS AND UNTIL YOU CANCEL THE APPLICABLE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 4.3(b)(iii) OF THESE MARKETPLACE TERMS.

(ii) Automatic Billing and Policies. When you purchase a Subscription, you expressly acknowledge and agree that: (1) TeachShare and/or its third-party payment processors are authorized to charge you, at the beginning of each Subscription Term, the Subscription Fee for the applicable Subscription, any applicable taxes, and any other charges you may incur in connection with your purchase and use of the Subscription, subject to adjustment in accordance with the terms and conditions of these Marketplace Terms, for as long as your Subscription continues; and (2) your Subscription is continuous until the earlier of (X) your cancellation of such Subscription and (Y) the suspension, discontinuation or termination of your access to such Subscription or to the Marketplace in accordance with these Marketplace Terms. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in the Subscription Fees, and/or changes in applicable taxes, and you authorize us to charge your payment method for the changed amounts.

(iii) Cancellation Procedure. To cancel any Subscription, you must notify us at least seven (7) days before the start of the next Subscription Term using the appropriate functionalities of the Marketplace or by contacting us at hey@teachshare.com. You will continue to have access to the Subscription through the end of your billing period.

(iv) Cancellation and Missed Payments Penalty. You may cancel any Subscription at your sole discretion; however, you acknowledge and agree that you may not be refunded any Subscription Fees for your cancellation of the Subscription, including, without limitation, for any unused time on the Subscription. YOU UNDERSTAND AND AGREE THAT, IN THE EVENT THAT: (1) TEACHSHARE SUSPENDS OR TERMINATES YOUR SUBSCRIPTION, YOUR USER ACCOUNT OR THESE MARKETPLACE TERMS FOR YOUR BREACH OF THESE MARKETPLACE TERMS; OR (B) YOU CANCEL YOUR SUBSCRIPTION, YOU SHALL RECEIVE NO REFUND FOR SUCH CANCELLATION OF FOR ANY UNUSED TIME ON YOUR SUBSCRIPTION OR FOR ANY PRE-PAYMENTS MADE IN CONNECTION WITH YOUR SUBSCRIPTION.

Compensation for Sellers

Seller acknowledges that Buyer shall pay the Resource Acquisition Fees through the Marketplace. Seller agrees that TeachShare or any party designated by TeachShare may collect Resource Acquisition Fees owed to Seller as Seller’s limited payment collection agent for the limited purpose of accepting such funds, and Seller hereby appoints TeachShare or any party designated by TeachShare to collect such Resource Acquisition Fees as its payment collection agent solely for such purpose. Seller agrees that any payment of Resource Acquisition Fees (less the applicable TeachShare Fees and/or Third-Party Fees) made by a Buyer through or in connection with the Marketplace will be considered the same as a payment made directly to Seller, and Seller will provide the Resources offered to Buyer in the agreed-upon manner as if Seller received the payment of Resource Acquisition Fees directly from Buyer. Upon successful payment to TeachShare or its designated third-party payment processor of the Resource Acquisition Fees due to Seller by Buyer, Buyer’s payment obligation to Seller for the Resource Acquisition Fees is terminated. Seller understands that TeachShare’s obligation with respect to payment to Seller is subject to successful receipt by TeachShare’s third-party payment processor of the Resource Acquisition Fees from Buyer, and TeachShare is liable to Seller only for the payment of amounts it or its third-party payment processor successfully receives from Buyer (less the applicable TeachShare Fees and/or Third-Party Fees). TeachShare assumes no liability for any acts or omissions of any Buyer.

Sellers shall receive monthly payouts of all Resource Acquisition Fees earned in the preceding month (less the applicable TeachShare Fees and/or Third-Party Fees); provided that Sellers may select the option of receiving expedited instant payment of a Resource Acquisition Fee, subject to an additional fee to TeachShare (the “Expedited Payout Fee”). All payments from TeachShare to Seller will be made by TeachShare’s third-party payment processor of TeachShare’s choice (currently Stripe Connect). Seller acknowledges and understands that third-party payment processors may retain Third-Party Fees in connection with the collection and remittance to Seller of any Resource Acquisition Fees. In the event a payment from a Buyer that is directed to Seller is charged-back, refunded or reversed, TeachShare, in its sole discretion, may either (a) reduce or set off against any amounts to be remitted or otherwise due to Seller hereunder by an amount equal to such chargeback, refund or reversal amount, or (b) provided that Seller has already received the amounts, invoice Seller for an amount equal to such chargeback, refund or reversal, and Seller shall pay to TeachShare or its third-party payment processor such invoiced amount within thirty (30) calendar days of the invoice date.

To ensure proper payment, Seller is solely responsible for providing and maintaining accurate contact and payment information associated with Seller’s User Account, including, without limitation, applicable tax information, and for maintaining an account with the third-party payment processor of TeachShare’s choice, if needed. If we believe that we are obligated to obtain tax information related to Seller, and Seller does not provide this information to us after we have requested it, we may withhold payments due to Seller until Seller provides this information or otherwise satisfies us that Seller is not a person or entity from whom/which we are required to obtain such tax information. Any third-party fees related to returned or cancelled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. If Seller disputes any payment made hereunder, Seller must notify us in writing within thirty (30) days of such payment or from when Seller purports such payment would have been due, whichever is earlier. Failure to so notify us shall result in the waiver by Seller of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by TeachShare, and no other measurements or statistics of any kind shall be accepted by TeachShare or have any effect hereunder. Seller shall have no audit rights hereunder.

No Refunds. You may cancel or discontinue your use of your User Account at any time; however, there are no refunds for cancellation or discontinuation. In the event that TeachShare suspends or terminates your User Account or these Marketplace Terms, you understand and agree that you shall receive no refund or exchange for any content or data associated with your User Account or for anything else. TeachShare may, in its sole discretion, issue refunds on behalf of Sellers, as applicable, for any transaction that occurred through the Marketplace. Seller hereby authorizes TeachShare to issue refunds and agrees to comply with any refunds issued by TeachShare.
Payment Information; Taxes. All information that you provide in connection with a monetary transaction interaction with the Marketplace must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a monetary transaction interaction with the Marketplace at the prices in effect when such charges are incurred. You will pay all applicable taxes, if any, relating to any monetary transaction interactions with the Marketplace.
California Residents. The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

Representations and Warranties of Sellers. Seller represents and warrants that:

Seller possesses experience and knowledge in the subject areas of the Resources Seller will make available through or in connection with the Marketplace, sufficient to qualify Seller as an expert in such areas;
any materials provided by Seller through or in connection with the Marketplace will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or other rights of any third party; and
Seller is party to no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of these Marketplace Terms; Seller will not disclose any information to Buyer which would conflict with any laws or confidentiality obligations by which Seller is bound; and Seller will not enter into any such conflicting agreement, relationship or commitment during the term of these Marketplace Terms.

No Professional Advice. Information provided through the Marketplace (for example, education-related information in the Resources or the quality of a particular Seller) is for informational purposes only and should not be construed as professional or educational advice. No action should be taken based upon any information contained in the Marketplace. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
Technical Restrictions

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Marketplace in any medium, including, without limitation, by any automated or non-automated “scraping”; (ii) using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Marketplace in a manner that sends more request messages to the TeachShare servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that TeachShare grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from https://www.teachertool.ai (or any successor URL) for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email or otherwise violating any anti-spam, consumer protection or privacy law, rule or regulation by using another User’s email address; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Marketplace; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Marketplace; (vii) collecting or harvesting any personal information, including account names, from the Marketplace; (viii) using the Marketplace for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Marketplace; (xi) accessing any content on the Marketplace through any technology or means other than those provided or authorized by the Marketplace; (xii) bypassing the measures we may use to prevent or restrict access to the Marketplace, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on the use of the Marketplace or the content therein; or (xiii) accessing any audiovisual content that may be available on the Marketplace in any manner other than that permitted by the functionality of the Marketplace.

Privacy. We care about the privacy of our Users. You understand that by using the Marketplace you acknowledge and understand that your personal information will be collected, used, and disclosed as set forth in our Privacy Notice. You also understand that your personal information will be collected, used, transferred to, and processed in the United States or any other country in which TeachShare or its parent, subsidiaries, affiliates, or service providers maintain facilities.
Security. TeachShare cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
DMCA Notice

Since we respect artist and content owner rights, it is TeachShare’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Marketplace, please notify TeachShare’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. an electronic or physical signature of a person authorized to act on behalf of the copyright owner;

2. identification of the copyrighted work that you claim has been infringed;

3. identification of the material that is claimed to be infringing and where it is located on the Marketplace;

4. information reasonably sufficient to permit TeachShare to contact you, such as your address, telephone number, and, e-mail address;

5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

6. a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice

WorksheetsAI Inc.

Address: 2261 Market Street STE 86127

San Francisco, CA 94114

Email: hey@teachshare.com with the subject line “Copyright Policy – DMCA Notification”

Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

Please note that this procedure is exclusively for notifying TeachShare and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with TeachShare’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, TeachShare has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. TeachShare may also, at its sole discretion, limit access to the Marketplace and/or terminate the User Accounts of any Users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.

Third-Party Links and Information. The Marketplace may contain links to third-party materials that are not owned or controlled by TeachShare. TeachShare does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Marketplace or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that these Marketplace Terms and TeachShare’s Privacy Notice do not apply to your use of such sites. You expressly relieve TeachShare from any and all liability arising from your use of any third-party website, service, or content, including, without limitation, User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Marketplace, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that TeachShare shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
Release and Indemnity

You hereby agree to release TeachShare from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Marketplace. In addition, you waive any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

You agree to defend, indemnify and hold harmless TeachShare and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of and access to the Marketplace, including any data or content transmitted or received by you; (ii) your violation of any term of these Marketplace Terms, including, without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including, without limitation, any right of privacy or Intellectual Property Rights; (iv) your interactions with other Users; (v) your violation of any applicable law, rule or regulation; (vi) User Content (including without limitation your Resources) or any other content that is submitted via your User Account, including, without limitation, misleading, false, or inaccurate information; (vii) your negligence, recklessness or willful misconduct; or (viii) any other party’s access and/or use of the Marketplace with your unique username, password or other appropriate security code.

No Warranty

The Marketplace is provided on an “as is” and “as available” basis. Use of the Marketplace is at your own risk. To the maximum extent permitted by applicable law, the Marketplace is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from TeachShare or through the Marketplace will create any warranty not expressly stated herein. Without limiting the foregoing, TeachShare, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Marketplace will meet your requirements; that the Marketplace will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Marketplace is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Marketplace is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Marketplace.

Further, TeachShare does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Marketplace or any hyperlinked website or service, and TeachShare will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. These Marketplace Terms give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under these Marketplace Terms will not apply to the extent prohibited by applicable law.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall TeachShare, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Marketplace. Under no circumstances will TeachShare be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Marketplace or your account or the information contained therein.

To the maximum extent permitted by applicable law, TeachShare assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Marketplace; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Marketplace; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Marketplace by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Marketplace; and/or (vii) User Content, Feedback, or the defamatory, offensive, or illegal conduct of any third party. In no event shall TeachShare, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding US$100.00.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if TeachShare has been advised of the possibility of such damage.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. These Marketplace Terms give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under these Marketplace Terms will not apply to the extent prohibited by applicable law.

Governing Law, Arbitration, and Class Action/Jury Trial Waiver

Governing Law. You agree that: (i) the Marketplace shall be deemed solely based in California; and (ii) the Marketplace shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Marketplace Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that these Marketplace Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of the State of California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights or proprietary rights, as set forth in the Arbitration Agreement, including any provisional relief required to prevent irreparable harm. You agree that California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement is found to be unenforceable.
Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from TeachShare. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and TeachShare that arises out of or relates to, directly or indirectly: (a) these Marketplace Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) the Marketplace, including access to or use of the Marketplace, as well as receipt of any advertising, marketing, or other communications from TeachShare; (c) any transactions through, by, or using the Marketplace; or (d) any other aspect of your relationship or transactions with TeachShare (each, a “Claim,” and, collectively, “Claims”). This Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your acceptance of these Marketplace Terms.

If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Marketplace Terms by emailing TeachShare at hey@teachshare.com with your full name and stating your intent to opt-out of this Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Marketplace Terms, including the provisions regarding governing law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at hey@teachshare.com and to attempt to resolve the Claim with us informally. In the unlikely event that TeachShare has not been able to resolve a Claim it has with you within sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by the American Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as otherwise provided herein, or as otherwise determined by the Arbitrator. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you live (if applicable) or Alameda County, California, unless you and TeachShare agree otherwise. If you are using the Marketplace for commercial purposes, each party will be responsible for paying any AAA filing and administrative and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Marketplace for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction, on an individual basis only, without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and TeachShare agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable, or relating to any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to contract formation and whether the Marketplace Terms, or any provision of the Marketplace Terms, are unconscionable or illusory.

Notwithstanding anything to the contrary, nothing in this Arbitration Agreement shall be deemed as preventing TeachShare from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights or other proprietary rights; or as preventing you from asserting claims in a small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of this Arbitration Agreement, which shall remain in force, or on the parties’ ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Marketplace for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This mutual waiver applies to class arbitration, and, unless we agree otherwise, the Arbitrator may not consolidate more than one person’s Claims. You and TeachShare mutually agree that the Arbitrator may award relief only to an individual claimant and only to the extent necessary to provide relief on your individual claim(s). Any relief awarded may not affect other Users. You and TeachShare further agree that, by entering into these Marketplace Terms, you and TeachShare are each waiving the right to a trial by jury or to bring, join, or participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind as a plaintiff or class member.

General

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by TeachShare without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Notification Procedures and Changes to these Marketplace Terms. TeachShare may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by TeachShare in its sole discretion. TeachShare reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in these Marketplace Terms. TeachShare is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. TeachShare may, in its sole discretion, modify or update these Marketplace Terms from time to time, and so you should review this page periodically. When we change the Marketplace Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Marketplace Terms. Your continued use of the Marketplace after any such change constitutes your acceptance of the new Marketplace Terms. If you do not agree to any of the terms of these Marketplace Terms or any future Marketplace Terms, do not access or use (or continue to access or use) the Marketplace.
Entire Agreement/Severability. These Marketplace Terms and any amendments and any additional agreements you may enter into with TeachShare in connection with the Marketplace, shall constitute the entire agreement between you and TeachShare concerning the Marketplace. Except as otherwise stated in the Arbitration Agreement, if any provision of these Marketplace Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Marketplace Terms, which shall remain in full force and effect, except that in the event of unenforceability of the Class Action/Jury Trial Waiver, the entire Arbitration Agreement shall be unenforceable.
No Waiver. No waiver of any term of these Marketplace Terms shall be deemed a further or continuing waiver of such term or any other term, and TeachShare’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Contact. Please contact us at hey@teachshare.com with any questions regarding these Marketplace Terms.