24/7 Teach Fellow/Content Creator Terms & Conditions
"Base Price" means the course price set by the Content Expert.
"Base Currency" means the currency of the Base Price.
"Base Exchange Rate" means a system-wide rate used by the Company for foreign currency conversion and does not include any fee or mark-up by the Company. The rate is established using one or more third parties such as Open Exchange Rates and is fixed periodically (e.g. monthly) to prevent daily price fluctuations. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.
"Sale Price" means the actual sale price for the Course. When the Sale Currency is different from the Base Currency, the Company will determine the Sale Price based on the applicable Base Exchange Rate and Cost Adjustment Factor.
"Sale Currency" means the currency of the sale. This is determined by the country of origin of the User purchasing the Course.
"Cost Adjustment Factor" means applicable local taxes and other fees associated with currency conversions. In regions that use a common currency, e.g., the EU, the Cost Adjustment Factor uses a weighted average of country specific tax rates to ensure the same prices to end customers across the region.
"Net Amount" means the amount actually received from Students for Your Course, less any refunds paid, applicable sales or other taxes (VAT in EU), and any amounts paid in connection with Marketing Programs that You participate in.
As an Content Expert, You will be solely responsible for determining the Base Price You charge Students for Your Courses. You agree to charge only for Your own Submitted Content. The Company will handle billing and other fee interaction with Users. When the Sale Currency is different than the Base Currency, 24/7 Teach will determine the Sale Price according to the most recent Base Exchange Rate and applicable Cost Adjustment Factor.
If You choose to participate in any of the Company's Marketing Programs, the fee You receive from the Company will be in accordance with the terms of the particular Marketing Program that applies to the sale of Your Course. Otherwise You will receive the following:
· Generally, the Company will pay You fifty percent (50%) of the Net Amount received for Your Course. The Net Amount equals the amount actually received from Students for Your Course, less any refunds paid, applicable sales or other taxes (if any), applicable fees for mobile application sales from either the Apple App Store or Google Play, and any amounts paid in connection with Marketing Programs that You participate in. The Net Amount will typically be based on the Base Price, but Company reserves the right to increase or decrease the Base Price in connection with the Company's marketing and promotional efforts (including through Marketing Programs).
· You will be able to increase Your portion of the fee by promoting Your Courses by using a coupon code that You have created on 24/7 Teach in accordance with the instructions found at www.24/7 Teach.com/support/1609093/. For those Users that input Your coupon code at the time they enroll in Your Course, You will receive one-hundred percent (100%) of the Net Amount, less a three percent (3%) administrative and handling fee.
You authorize the Company to perform the appropriate calculations, deduct and retain the transaction fee, and pay You the Net Amount as indicated above.
Marketing Programs include, but are not limited to, Company's Deals Program and Marketing Boost Program. You acknowledge that the amounts paid for Marketing Programs are not fixed, and the Company has the sole discretion to determine those amounts and which Courses to offer as part of Marketing Programs. Further, the Company does not guarantee any minimum level of success in connection with any Marketing Programs, and its selection of Courses to include is not an endorsement of those Courses, or of You. As part of Your participation in Marketing Programs, You give Us permission to share Your Course, and information about You and the Course with 24/7 Teach employees and selected partners, for which you will not receive compensation. If You do not wish to participate in Marketing Programs, log into Your account and opt out of them.
Users are entitlled to refunds pursuant to Our general Terms of Service and You agree that Company may deduct such refunds from subsequent amounts owed to You. Company will issue remit to You any amounts remaining after the foregoing deductions and adjustments, in US dollars, via check or PayPal. Payment will be made within forty-five (45) days of the end of the month in which the fee for a Course was received. You are responsible for providing Company with all identifying and tax information necessary for the payment of amounts due.
In the event that the sale or delivery of a Course or any Submitted Content to any Student in the European Union is subject to any value added tax ("VAT"), under applicable law, 24/7 Teach will collect and remit the VAT to the competent tax authorities for sales of such Courses or Submitted Content to Students in the European Union. 24/7 Teach may at its own discretion increase the Sale Price where 24/7 Teach is of the view that VAT may be due and 24/7 Teach will have a liability to account for such. You will indemnify and hold 24/7 Teach harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon.
All other countries
For sales of any of Courses or Submitted Content in countries other than the European Union, You are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in your own location). 24/7 Teach is unable to provide you with tax advice and You should consult your own tax advisor.
24/7 Teach Optional Marketing Program(s) for Paid Courses
1. 24/7 Teach Deals Program: Targeted Price Testing to Drive Sales of Your Course(s)
The "24/7 Teach Deals Program" is the 24/7 Teach Marketing Program that utilizes highly segmented discounting via email and other channels designed to price test and find the optimal price for Your Course(s). Typical deals offered under the 24/7 Teach Deals Program include both Percentage Promotions (e.g., 50% off) as well as Fixed-Price Promotions (e.g., $10, $19 or $29 deals).
24/7 Teach Deals Programs Terms & Conditions:
24/7 Teach Deals Program offers may be promoted Products the Site, or third party websites. 24/7 Teach Deals Program offers are typically available for less than a month, but You acknowledge that the actual duration and amount discounted may vary.
24/7 Teach Deals Programs come in two primary formats:
· Percentage Promotions: By participating in Percentage Promotions, You agree that We may offer Your Course(s) in limited time deals and price tests for a discount of up to and including 75% off the Base Price.
· Fixed-Price Promotions: By participating in Fixed-Price Promotions, You agree that We may offer Your Course(s) in limited time deals and price tests for a Sale Price that will be less than the Base Price, but will not fall below $10. Unlike Percentage Promotions, the Sale Price may represent a discount exceeding 75% depending on the applicable Base Price.
By participating in the 24/7 Teach Deals Program, You acknowledge that Your revenue share may vary, but will be 50% of Net Amount in most cases.
2. 24/7 Teach Marketing Boost Program: A Multi-Channel Marketing Program to Drive Sales of Your Course
24/7 Teach has a network of tens of thousands of partner sites ("Affiliates") and established relationships with third-party deal sites ("Deal Partners," and with Affiliates, "External Partners"). We also have an entire team dedicated to using advanced digital marketing tactics (such as paid advertising) that spends hundreds of thousands of dollars marketing Content Expert courses each month! The "24/7 Teach Marketing Boost Program" is the 24/7 Teach Marketing Program that promotes Courses through Affiliates and Deal Partners.
There is no upfront cost to put this full-scale marketing attack to work selling Your Course(s), and it's a terrific way to increase exposure and sales.
24/7 Teach Marketing Boost Program Terms & Conditions:
When an External Partner promotes Your Course, a portion of the fee for each Student that the External Partner refers to Your Course will be paid to the External Partner.
When 24/7 Teach, at its option, purchases and places advertisements for Your Course on third party websites, and tracks the resulting sales through appropriate means (including, but not limited to, tracking pixels, cookies and the like) ("Paid Advertising"), there will be fees associated with such activities.
By participating in the 24/7 Teach Marketing Boost Program, You agree that 24/7 Teach: (i) may employ External Partners and Paid Advertising to promote Your Courses; and (ii) may deduct External Partner fees or Paid Advertising fees before calculating the amount remitted to you. You acknowledge that Your revenue share may vary, but will be 25% of Net Amount in most cases.
3. 24/7 Teach For Business Content Subscription: An Opportunity to Join a Select Group of Courses Offered to 24/7 Teach's Corporate Customers
24/7 Teach is pleased to invite You to join its "Content Subscription Program," in which select Courses are offered in a bundled monthly subscription offering to 24/7 Teach's corporate or enterprise customers ("Enterprise Customers"). Although not all of Your Course(s) will be included in the Content Subscription Program, the Content Subscription Program is a terrific way to be a part of 24/7 Teach's growing business-to-business offering and generate incremental revenue.
Content Subscription Program Terms & Conditions:
By participating in the Content Subscription Program, You agree to make all of Your Course (s) eligible for inclusion in the Content Subscription Program offerings. 24/7 Teach may elect which of Your Courses to include in the specific Content Subscription Program for an Enterprise Customer, and may change the selection of Courses in each Content Subscription Program from time to time, in its sole discretion, in response to the needs and requests of Enterprise Customers. The Sale Price for Courses included in the Content Subscription Program are at Company's discretion.
You may elect to terminate Your participation in the Content Subscription Program at any time. 24/7 Teach will cease to offer Your Course(s) as a part of the Content Subscription Program within 60 days of termination. Thereafter, Your Course(s) will no longer be offered to new Enterprise Customers as part of the Content Subscription Program, but any Enterprise Customer which purchased a Content Subscription Program while Your Course(s) were included will continue to be able to access and enroll in those Course(s) for as long as they remain a paying Enterprise Customer.
You will earn fees for all enrollments in Your Course(s) offered through the Content Subscription Program. These fees will be calculated as follows:
· Each month, 24/7 Teach will calculate the Net Amount from all Enterprise Customers attributed to the Content Subscription Program ("Total Amount").
· 24/7 Teach will track the total number of whole minutes when all Students in a Content Subscription Program are viewing any Course ("Aggregate Minutes"), and the percentage of the Aggregate Minutes that Your Course(s) are viewed ("Your Percentage").
· Your fee for Your Course(s) offered in that Content Subscription Program will be 50% of Your Percentage of the Total Amount for that Content Subscription Program.
· Any fees under the Content Subscription Program will be paid according to the standard payment terms.
Last Updated: November 3, 2014
This agreement changed on the date listed above.
See an explanation of the changes at the end of this document.
This non-exclusive Services Agreement (the "Agreement") contains the complete terms and conditions that apply to your use of the 24/7 Teach Services (the "Services"), described at https://www.24/7 Teach.org/course-specifications. As used in this Agreement, "we", "our" and "24/7 Teach" means, individually:
1. 24/7 Teach, LLC, (a Delaware limited liability Company that does business under the name "24/7 Teach"),
As used in this Agreement, "you" means the person or entity accepting this Agreement. In order to use the Services you must:
1. have registered for an account at our web site, the homepage of which is at www.24/7 Teach.org (together with any successor, replacement, or affiliate website, the "Site") by providing your real first and last name, valid address, valid phone number, valid e-mail address and any other required information; and
2. be able to lawfully enter into contracts.
1. Amendment; Notice of Changes.
We reserve the right to change the terms and conditions contained in this Agreement, other Service-specific terms and conditions, or any policies or guidelines governing the Services, including without limitation, any of the information posted on the Content Guidelines, Submission Requirements, Pricing pages, Site Terms and Privacy Notice pages, at any time and in our sole discretion. Any changes to the Site, including Service-specific terms and conditions, or policies and guidelines referenced in this Agreement, will be effective upon posting of such revisions on the Site and without notice to you. We will, however, post a notice of any changes to this Agreement on the Site for at least thirty (30) days after the changes are effective. You are responsible for regularly reviewing the Site for changes and notice of any changes. Changes to referenced policies and guidelines or any other information in any Products, Help, or other web pages may be posted without any other notice to you. YOUR CONTINUED USE OF THE SITE AND THE SERVICES FOLLOWING OUR POSTING OF ANY CHANGES TO THE AGREEMENT ON THE SITE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT OR THE SITE, DO NOT CONTINUE TO USE THE SERVICES OR THE SITE.
2. Delivery of Content2.1 Content Requirements
Once you have registered as a 24/7 Teach fellow/content creator on the Site, you may set up distinct and separately saleable items and/or written works (each, a "Course or Physical item ") by entering required information regarding such Course or Physical Items on the Site, in connection with our Course or Physical Item Setup requirements. You may deliver to us Content for Course or Physical Items at any time during the term of this Agreement. "Content" means all content you deliver to us relative to a Course or Physical Item, including your Course or Physical Items, any short segments of content (each, a "Promotional Clip") (if any), all available text data relevant to a Course or Physical Item (for example, as applicable, the Course or Physical Item name, description, images and trim size of a written Course or Physical Item, and release date) ("Metadata"), artwork and images for each Course or Physical Item (together with the Metadata, the "Descriptive Materials"), and any trademarks, trade names, service marks, logos, commercial symbols and other designations contained in any of the foregoing.
2.2 Content Delivery
For each Course or Physical Item you set up, you will send the applicable Content and Descriptive Materials at your own expense and in accordance with the Submission Requirements (which we may update from time to time), via electronic upload for written Course or Physical Items (each such instance of Content, a "Source Copy").
2.3 Applicable Policies and Guidelines
You agree to abide by, and all Content you provide to us under this Agreement will comply with, the payment terms, procedures, policies, and guidelines contained in the Content Guidelines pages for use of the Products, as well as any Service-specific terms and conditions on the Site. The procedures, policies, and guidelines contained in the Help pages explain the processes and set out acceptable conduct and prohibited practices. We may change these procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you.
3. Services3.1. General
Once you are registered on the Site, have provided us all the required information, have set up Courses or Physical Items and delivered Content, including any Metadata and Descriptive Materials, to us, and have paid us any applicable fees, you are eligible for our Services, which may include facilitating the distribution of your Course or Physical Items (including your Content), the listing of your Course or Physical Items on the 24/7 Teach E-Stores, 24/7 Teach Properties and other sales channels, the creation of Packaging Materials, the printing or manufacture of Units (as defined in Section 4.2 below) and the fulfillment of Unit orders, in each case on your behalf. Capitalized terms in this Agreement have the following meanings:
“24/7 Teach Properties” means (i) the 24/7 Teach or affiliate sites (ii) any site with a web page widget, any site with any other web page real estate, any application for use on mobile devices, or other online point of presence, which in each case is branded or co-branded “24/7 Teach” or affiliate brands and allows for the discovery and purchase of products from 24/7 Teach or its affiliates, (iii) any other web site or online point of presence on any platform through which 24/7 Teach. llc. or its affiliates make products or services available for discovery and (iv) any other online point of presence or web site that you approve for treatment as an 24/7 Teach Property at our request, such approval not to be unreasonably withheld.
“24/7 Teach Site” means the web site whose primary home page is identified by the URL www.247Teach.org(and any successor, replacement, or affiliate web site), websites operated by us or our affiliates primarily targeted at customers outside the US, and any other web sites maintained by or for us or our affiliates.
“Book” is a Unit in the form of a physical book.
A "24/7 Teach E-Store" is one or more e-commerce-enabled web page(s) hosted by us.
3.2. Ordering Your Own Course or Physical Items. You may order copies of your own Course or Physical Item from us, and if you do so, we will ship the physical items to the address specified by you. Ownership of such Units will pass to you when we place the Units with the carrier for shipment.
4. Course or Physical Items4.1 Content Rejection and Removal
We may, in our sole discretion, at any time, and without notice to you (a) reject Content; or (b) remove, or refuse to list or distribute any Content on or from any 24/7 Teach E-Store. You will remain liable for all fees and other amounts that you may owe under this Agreement in connection with any Course or Physical Item or Content we remove because of a violation of this Agreement or our Content Guidelines. You may withdraw your Course or Physical Item from the Services at any time, but we will have 30 days from the date of a Course or Physical Item's withdrawal (or termination of this Agreement) to remove all applicable Content. However, we may fulfill any Customer orders pending as of the date we remove such Courses or Physical Items from the Services. If we request that you provide additional information relating to your Content or physical items, such as information confirming that you have all rights required to permit our distribution of the Content, you represent and warrant that any information and documentation you provide to us in response to such a request will be current, complete, and accurate. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our distribution of the Content or physical items and the accuracy of the information or documentation you provide to us with respect to those rights.
4.2 Pricing; Legal Course or Physical Item
We or our affiliate will be the seller of record for each course or physical item and for each purchase (for sale) of a digital copy of your Course or Physical Item via 24/7 Teach (in each case, each, a "Unit") to a customer (each, a "Customer") we or our affiliate sells through any 24/7 Teach E-Store, 24/7 Teach Property or other sales channel. To the extent permissible under applicable local laws, we have sole and complete discretion to set the retail price at which your Course or Physical Items are sold on the 24/7 Teach Properties. You will provide a List Price for each Course or Physical Item in the applicable currency of each 24/7 Teach Property through which you elect to distribute your Course or Physical Item, which will be at or below the suggested retail price at which you list such Course or Physical Item in physical form in that currency through any distribution method. For the purpose of this Agreement, "List Price" means the suggested retail price that you submit to us per individual Course or Physical Item, which we will use to calculate the retail price of the Course or Physical Item on each 24/7 Teach Property subject to applicable local laws. Please note that you may update the List Price for your Course or Physical Items in each currency at any time in accordance with the Submission Requirements, but it may take as long as 30 days for the list price on the 24/7 Teach Properties to be updated.
4.3 Customer Returns and Refunds
We will determine how to handle Customer returns of Units, which may include, without limitation (a) in the case of physical Units, placing the returned copy of the Unit into inventory and reselling it to another Customer, in which case we will have no obligation to pay you any Content License Royalty for the resale of such Unit (because we paid, or will pay, you for the original sale of such Unit); or (b) destroying the Unit and calculating amounts due to you net of the Content License Royalty we previously paid for the destroyed return. We reserve the right to prohibit returns under any circumstances (or to impose any other restrictions on returns) with respect to sales or rentals (if applicable) of electronically formatted Units. If a Unit is returned and we have already paid you a Content License Royalty on the returned Unit, we may offset the amount of the Content License Royalty we previously paid you for that returned Unit against future Content License Royalty, or require you to remit to us the amount of the Content License Royalty we paid to you for the returned Unit. If, after a period of time, you have not taken advantage of Services you have purchased, we may, in our sole discretion, refund your payment for those Services.
5. Fees; Taxes5.1 Fees
You will pay us all applicable fees, as specified in our Price List.
For each Unit sold to a Customer through 24/7 Teach Instant Video, we will pay you the applicable Content License Royalty set forth in the pricing page within 60 days after the end of the month in which the Unit was rented or sold.
For any other Unit sold to a Customer, we will pay you the applicable Content License Royalty based on the List Price of the Unit: (a) within 31 days after the end of the month in which the Unit sold for physical Units sold through the 24/7 Teach E-Stores and the 24/7 Teach Properties; and (b) within 60 days after the end of the month in which the Unit is sold for physical Units sold through Expanded Distribution. Except for Units sold via 24/7 Teach Instant Video, the Content License Royalty will be calculated based on the List Price of the Unit in the location where we manufacture that Unit (e.g., GBP for the UK) and payments will be made to you in that currency (the "Manufactured Currency"). With respect to Units sold via 24/7 Teach Instant Video, we will pay you the applicable Content License Royalty based on the List Price of the Unit.
All payments will be made via direct deposit or electronic transfer via Stripe or Paypal. We will make all payments in the Manufactured Currency unless you choose to receive payment in an alternative payment currency. A list of available payment currencies is provided in the Program Policies. If you change your payment currency using the options in the Program Policies, the change will be effective on the first day of the calendar month following the calendar month in which you make the change (unless we make an earlier period available). If we pay you in a currency other than the Manufactured Currency, the final amount remitted to you will be inclusive of all fees and charges for facilitating payment to you in your selected currency. Additionally, if we pay you in the Manufactured Currency, we may charge you an additional fee if you elect to receive payment by check or draft when electronic transfer is available in the country where your bank account is maintained. If we pay you by check or draft, we may accrue and withhold payments until the total amount due meets a minimum payment threshold. Please see the Program Policies for details on supported currencies and methods. If you have amounts payable hereunder upon the termination of this Agreement, then we may set off such amounts against any payment then payable to you, or you will immediately pay any such amounts. For purposes of calculating your Content License Royalty, a sale of a Unit will be deemed to have taken place at the time that we or our affiliate (a) manufactures a physical Unit on demand; or (b) fulfills an electronic Unit via 24/7 Teach Instant Video.
If we reasonably conclude based on information available to us that your actions and/or performance in connection with this Agreement may result in disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with this Agreement for the shorter of: (a) a period of 90 days following the initial date of suspension; or (b) completion of any investigation(s) regarding any of your actions and/or performance in connection with this Agreement. Additionally, if a third party asserts that you did not have all rights required to make your Content available using our Services we may hold all Content License Royalty due to you until we reasonably determine the validity of the third party claim. If we determine that you did not have all of those rights or that you have otherwise breached your representations and warranties or our Content Guidelines with regard to your Content, we will not owe you a Content License Royalty for that Content and we may offset any Content License Royalty that were previously paid against any future Content License Royalty, or require you to remit them to us. If we terminate this Agreement because you have breached your representations and warranties or our Content Guidelines, you forfeit any Content License Royalty not yet paid to you. If after we have terminated your account you open a new account without our express permission, we will not owe you any Content License Royalty through the new account. We will not be liable to you if we act in accordance with the provisions of this Section.
All statements and other accountings will be conclusive, final and binding, unless you give us written notice stating the specific basis for objection within one year after the date the payment was rendered. You will not maintain any action or proceeding against us or our affiliates in respect of any disputed statement unless you commence that action or suit against us within 6 months following the date that you provide us with the written notice referred to in the immediately preceding sentence.
5.2 Bad Debt
We will deduct from future payments the value of any payments made to you for any amounts ultimately not collected because of fraudulent credit card use or bad debt, in an amount equal to the payment otherwise payable to you in connection with such purchase.
5.3 Taxes5.3.1 Payments to You.
For the purposes of this paragraph, the term "Transaction Taxes" means sales/use, value added, or transaction taxes and other charges such as duties, customs and government imposed surcharges. You will be responsible for determining taxes you owe on payments you receive under this Agreement. To the extent payments to you are subject to any Transaction Taxes, (a) payment includes all applicable Transaction Taxes, and (b) you will supply us with a valid tax invoice separately stating such Transaction Taxes if required by law. In return, we will provide you with any applicable exemption certificate acceptable to the relevant taxing authority that we possess, in which case you will not collect the Transaction Taxes covered by such certificate. If any other taxes (for example, international withholding taxes) are required to be withheld on any payment, we will deduct such taxes from the amount otherwise owed and pay them to the appropriate taxing authority.
5.3.2 Your Payments to Us.
All fees payable by you to us pursuant to this Agreement exclude Transaction Taxes. In addition to amounts owed by you pursuant to this Agreement, you will pay us any Transaction Taxes we are required to collect on such fees. If we charge you Transaction Taxes, you may provide us with a valid exemption certificate acceptable to the relevant taxing authority, in which case we will not collect the Transaction Taxes covered by such certificate. All fees payable by you to us under this Agreement will be made without setoff and without deduction or withholding for, or on account of, any present or future tax.
6. Licenses; Ownership; Feedback6.1 Content
Subject to your retained control and ownership of your Content as described in Section 6.4, in order to enable us to provide you with the Services on your behalf, you grant to us an exclusive license, for 100 years, to (a) create digital versions of Content you provide in nondigital format; (b) create a digitized version of the Content that we will use to create a Unit (each, a "Source File"); (c) with respect to Books, print, distribute and sell your Book through the 24/7 Teach E-stores, the 24/7 Teach Properties and other sales channels, (d) reformat, reproduce, and distribute your Content through the 24/7 Teach E-Stores, the 24/7 Teach Properties, and other sales channels in digital form on physical media, (e) reformat for online delivery, reproduce and distribute your Content through the 24/7 Teach Properties in digital form via 24/7 Teach Instant Video, subject to content usage rules that are in accordance with Section 6.2 below; (f) create Promotional Clips from your video Content, provided that we will only create Promotional Clips upon your request for Course or Physical Items not distributed through 24/7 Teach Instant Video; (g) distribute, display, transmit, perform and use the Promotional Clips (if any) and the Descriptive Materials for promotional purposes; and (h) create Packaging Materials from the Descriptive Materials.
We may broadly integrate the Descriptive Materials into the 24/7 Teach Properties, and they may appear in several places on the 24/7 Teach Properties. By way of example and not limitation, the Descriptive Materials may appear on product detail pages, in search results, in customer browsing and buying history, and in routine, automated and community-driven merchandising features such as recommendations. Our use of the Descriptive Materials may become integral to the 24/7 Teach Properties throughout the term of this Agreement and will continue beyond the term of this Agreement even though we will no longer produce or sell new Units after the term of this Agreement. Therefore, notwithstanding anything to the contrary herein, for Descriptive Materials and Promotional Clips, the license you grant us in Section 6.1(g) will be perpetual and royalty-free. For preprinted inventory of your Units, we may distribute and sell your Units through the 24/7 Teach Properties and other channels until we have sold all Units that we created during the term of this Agreement.
For video Courses, we may use text from the Content, including creating or using closed caption text or transcripts, as the basis for returning search results to visitors to the 24/7 Teach Site and to display excerpts of such text to illustrate the relevance of the search result. You will deliver closed captions and subCourse or Physical Items in accordance with our Content Guidelines to the extent available, but in any to the extent required by applicable law. 24/7 Teach may create, insert and distribute closed captions and subCourse or Physical Items for the Content.
You agree that we and our affiliates may include your written Course or Physical Items in the which enables visitors to view, search, and "page browse" through your written Course or Physical Items. Accordingly, for each of your written Course or Physical Items you hereby grant us permission, on a nonexclusive, perpetual basis, to (x) reproduce and store the entirety of each Course or Physical Item in digital form on one or more computer facilities of or under the control of us or our affiliates or our independent contractors; (y) extract factual information from your written Course or Physical Items, such as character names, statistically improbable phrases and capitalized phrases, and display such information to visitors to any 24/7 Teach Property; and (z) to display portions of each Course or Physical Item on the 24/7 Teach Properties so that a user will be able to (i) use queries to locate, select and display excerpts that include the search terms for every occurrence of the search terms; and (ii) view a limited number of pages within a Course or Physical Item during any single session.
You further grant us permission to cause such transmission, reproduction and other use of the Content as mere technological incidents to and for the limited purpose of technically enabling the rights licensed to us under this Agreement (including, but not limited to, caching to enable display and transfer and encoding supplemental copies of Course or Physical Items in alternate formats). So long as we pay you the applicable Content License Royalty upon the manufacture of your Book, we may print a reasonable number of copies of any Book to hold in our inventory. We may destroy inventory at any time without obligation to you.
You grant us the rights set forth in this Section 6.1 on a worldwide basis; however, if we make available to you a procedure for indicating that you do not have worldwide distribution rights to a Course or Physical Item, then the territory for the sale of that Course or Physical Item will be those territories for which you indicate, through the procedure we provide to you, that you have distribution rights.
6.2 Digital Content Usage Rules
We or our affiliates may establish, from time to time, in our or its sole discretion, content usage rules governing the use, by 24/7 Teach Instant Video Customers, of Units sold or rented via 24/7 Teach Instant Video, which content usage rules will establish, among other things, the number of devices to which a Customer will be enCourse or Physical Itemd to download a Unit in connection with a single purchase of a Unit and the time period within which a Customer may view Units rented from 24/7 Teach Instant Video. Such rules may, without limitation, (a) permit Customers to download multiple copies of Units for simultaneous use on multiple devices; and (b) permit Customers who have purchased your Units during the term of this Agreement to re-download them from 24/7 Teach Instant Video, from time to time, both during and after the term of this Agreement.
6.3 Virtual Storage; Digital Rights Management
24/7 Teach Instant Video Customers may be permitted to "store" Content that they have purchased or rented via 24/7 Teach Instant Video ("Virtual Storage") if they wish to do so in lieu of keeping copies on their own computers. Customers may re-download previously purchased Content from Virtual Storage from time to time. We or our affiliate may elect, in our or its sole discretion, to either utilize or not utilize third-party digital rights management software ("DRM") in connection with the distribution of your Units (for sale or rental) via 24/7 Teach Instant Video. In the event any DRM is used in connection with your Units, you acknowledge that neither we nor our affiliate has the ability to control any such DRM, makes no representations as to the efficacy of any such DRM, and cannot and will not be responsible for any failure of any such DRM, including, without limitation, any failure of such DRM to enforce the content usage rules described on the Products pages.
Subject to the licenses set forth in this Section 6 and the following sentence, and as between the parties, you retain all right, Course or Physical Item and interest in and to the Content, including all patent, copyright, trademark, service mark, mask work, moral right, trade secret or other intellectual property or proprietary right (collectively, "Intellectual Property Rights") therein. Subject to your underlying rights in the Content, as between the parties, we will own all right, Course or Physical Item and interest in and to the templates and other materials created, provided or used by us in our performance under this Agreement (including Source Files and Packaging Materials), including all Intellectual Property Rights therein.
6.5 Cover Images.
We may agree to provide you a file containing an image of the cover of your Course or Physical Item (“Cover Image”). Contingent upon your receipt of such Cover Image, we hereby grant you, during the term of this Agreement, a worldwide, royalty-free right to use the Cover Image for any lawful purpose related to promoting your Course or Physical Item.
Any feedback, ideas, modifications, suggestions, improvements and the like made by you with respect to the Services, the Site, anything on the Site (including current or future features), or any beta program we are running ("Feedback") will be our property. You agree to assign, and hereby assign, all right, Course or Physical Item and interest worldwide in the Feedback and the related Intellectual Property Rights to us and agree to assist us, at our expense, in perfecting and enforcing such rights. We may disclose or use Feedback for any purposes whatsoever without any obligation (including any financial obligation) to you. In addition, if you are participating in a beta program, you agree to provide us with any reports we request and to promptly respond to any and all reasonable inquiries, questionnaires, surveys and other test documents we submit to you.
7. Representations and Warranties
You acknowledge that we are not the publisher of your Course or Physical Items (including your Content). You represent and warrant that you will be the publisher of your Course or Physical Items (including your Content) and, in any case, that you will bear the full and ultimate responsibility for the publication and general distribution of your Course or Physical Items (including your Content). You further represent and warrant that (a) you will comply with all laws, rules, regulations and orders of any governmental authority having jurisdiction over your performance hereunder as applicable in each country (including any local legal requirements with respect to your publication of your Course or Physical Items, such as making any necessary notifications and filings of copies of your Course or Physical Items); (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder; (c) prior to your delivery of Content to us you have or have obtained all rights, clearances and permissions to grant the licenses you grant hereunder that are necessary for us to exercise the rights you grant under this Agreement without any further payment obligation by us, including all necessary music publishing and public performance rights in the Content and the Promotional Clips; (d) you are granting us the rights, licenses and authorizations you grant hereunder free and clear of any encumbrances, and this Agreement does not violate or conflict with any other arrangements, understandings or agreements between you and any third party; (e) the Content (and our use thereof) is not defamatory, libelous, obscene, or otherwise illegal, does not invade any right of privacy, and does not infringe upon any Intellectual Property Right or right of publicity of any person or entity, and any recipe, formula, or instruction contained in the Content is accurate and is not injurious to the user; (f) the Content complies with all aspects of the Content Guidelines, as such may be updated from time to time; and (g) you are and will be solely responsible for accounting and paying any co-owners or co-administrators of any Content any royalties with respect to the uses of the Content permitted hereunder and their respective shares, if any, of any monies payable hereunder. You will pay (x) all royalties and other income due to copyright owners, record royalty participants and under any applicable collective bargaining agreements relating to the Course or Physical Items, and (y) all royalties and other income due to authors, copyright owners or administrators and/or other royalty participants in any musical compositions embodied in the Course or Physical Items.
8. Indemnification; Maintenance of Rights8.1 Indemnification
You will indemnify, defend and hold us and our affiliates (and the respective employees, directors, members, managers and representatives of each) and any operator of an 24/7 Teach Property harmless from and against any and all claims, judgments, damages and expenses (including without limitation reasonable attorneys' fees) (collectively, "Claims") arising out of any breach or alleged breach by you of the terms of this Agreement, including without limitation the terms contained within the Products and Help pages and the Content Guidelines and Privacy Notice, which are incorporated herein by reference.
8.2 Maintenance of Rights
You will not do anything to intentionally prejudice the rights granted hereunder, but in the event that you lose any rights or other licenses, consents or permissions relating to a specific Course or Physical Item that are necessary for you to grant the rights you grant to us hereunder, or you receive notice of a third-party claim relating to a Course or Physical Item which you reasonably deem to be of concern, you will immediately remove such Course or Physical Item from our Services. Notwithstanding the foregoing, you will use commercially reasonable efforts to maintain the rights to the Content that you provide to us under this Agreement. Without limiting our rights or remedies under this Agreement, you will reimburse us for any refunds we make to Customers as a result of the withdrawal of a Course or Physical Item under this Section. For the avoidance of doubt, nothing in this Section 8.2 is intended to relieve you of your indemnification obligation regarding Claims set forth in Section 8.1 above.
9. DISCLAIMER OF WARRANTIES; LIMITATION ON LIABILITY
THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. WE AND OUR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OR PHYSICAL ITEM, AND NONINFRINGEMENT; (B) THAT THE SERVICES, THE SITE, OR THE 24/7 TEACH PROPERTIES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; AND (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE AND OUR AFFILIATES DISCLAIM ANY AND ALL SUCH WARRANTIES. WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE 24/7 TEACH PROPERTIES, ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
10. Term; Termination
This Agreement will remain in effect until terminated in accordance with this Section. You may terminate this Agreement at any time by giving notice to us, and we may terminate this Agreement at any time by sending you an e-mail notice at the e-mail address associated with your account. Our notice of such termination will be effective at the time we send you the notice. Upon termination, you will pay us whatever fees were incurred prior to the date of the termination. Also upon termination: (a) we may fulfill any Customer orders pending as of the date of termination; and (b) we may continue to maintain digital copies of your Content in order to provide "refresh" copies or otherwise support customers who have purchased or rented a Course or Physical Item via 24/7 Teach Instant Video prior to termination. Upon termination, we may set off against any payments to be made to you, an amount determined by us to be adequate to cover any disputes, chargebacks and refunds from your account for a prospective three-month period. At the end of such three-month period following termination, we will refund any amount not used to offset chargebacks and refunds to you, or seek reimbursement from you via any of the means authorized in Section 5.1 above for any additional amount required to offset chargebacks and refunds, as applicable.
The following Sections will survive termination of this Agreement: 4.1, 4.3, 5, 6 (except subsections 6.1(a)-(f) and (h)), 8.1, 9, 10, 14, 15, and 16. In addition, all rights to Units acquired by Customers will survive termination.
11. Password Security; Account Information; No Multiple Accounts
Your password for the Site may be used only to access the Site, use the Services, electronically set up your Course or Physical Items, and review any reports, records, or other features we make available to you. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on the Site. If your password is compromised, you will change your password. You must ensure that all information you provide in connection with establishing your account, such as your name, address and email, is accurate when you provided it, and you must keep it up to date as long as you use the Services. You may maintain only one account at a time. If we terminate your account, you will not establish a new account. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify account information you provide. You also consent to us sending you emails relating to the Program and other publishing opportunities from time to time. This takes precedence over any directions you may have given us, including through any 24/7 Teach or 24/7 Teach affiliate web site.
Please read the www.24/7 Teach.orgprivacy notice (the "Privacy Notice"), which is incorporated herein by reference. The Privacy Notice may be changed by us in the future. You should check the Privacy Notice frequently for changes. Unless otherwise authorized or consented, you agree not to use any information regarding other participants that is accessible from the Site or the 24/7 Teach Site or disclosed to you by us or our affiliates. By way of example and not limitation, you agree not to use any such information for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment, invasion of privacy, or otherwise objectionable conduct. We and our affiliates may communicate with you in connection with your listings, sales, and the Services, electronically and in other media, and you consent to such communications regardless of any "Customer Communication Preferences" (or similar preferences or requests) you may have indicated on the Site or by any other means.
13. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would reasonably contradict anything in this Section or Agreement.
14. No Grant of License by Us
For the avoidance of doubt, we do not hereby grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our affiliates, including, without limitation, any trademarks or trade names (collectively, the "24/7 Teach IP"). Additionally, you may not in any way use any 24/7 Teach IP, including without limitation for the purpose of issuing any press release or other activity that may be considered promotional or marketing related.
15. Disputes; Governing Law
Any dispute or claim relating in any way to this Agreement, your visit to 24/7 Teach.orgor our Services will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The United States Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98051. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879 (in the United States). Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not to seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the United States county where you live or at another mutually agreed location. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration you and we each waive any right to a jury trial. You or we may bring suit in court on an individual basis only, and not in a class, consolidated or representative action, to apply for injunctive remedies. You may bring any such suit for injunctive remedies only in the courts of the State of Washington, USA. The United States Federal Arbitration Act, applicable United States federal law, and the laws of the state of Washington, USA, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us relating to this Agreement or the Services.
Any 24/7 Teach affiliate may join as a party to this Agreement and will notify you if it does. The joining 24/7 Teach affiliate will be enCourse or Physical Itemd to exercise the rights you grant under this Agreement. Each 24/7 Teach party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other 24/7 Teach parties. You consent to the use of electronic means to complete this Agreement and to provide you with any notices we give you in relation to this Agreement. To be effective, any notice given by a party under this Agreement must be in writing and (i) if by an 24/7 Teach party, delivered via email, via a posting on the 24/7 Teach website or via a message through your account, or (ii) if by you to On-Demand Publishing LLC, delivered via email to copyright@24/7 Teach.orgwith a copy to contracts-legal@24/7 Teach.com, and if delivered by you to 24/7 Teach Media EU S.à r.l., via mail or overnight carrier to 24/7 Teach Media EU S.à r.l., 5 Rue Plaetis, L-2338, Luxembourg. Notices will be effective and deemed received on the date transmitted or posted. We may sublicense the rights granted to us hereunder to our affiliates or to any third party designated or engaged by us and acting on our behalf for purposes of fulfilling our obligations or exercising our rights under this Agreement; provided, however, that we will remain ultimately liable for our compliance with this Agreement. You may not assign any of your rights or obligations under this Agreement. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to subsequently enforce the provision. Any waivers granted hereunder are effective only if recorded in a writing signed by the party granting such waiver. If any provision of this Agreement is determined by any court or governmental authority to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable. The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement or other rights and remedies available to it at law or in equity. Nothing in this Agreement will act to restrict or otherwise limit any rights we may have in connection with the Content, or portions thereof, as provided under applicable law and any other permission from you. We will not be liable or otherwise responsible to you or any third party for any delay, default, or failure of performance arising out of any reasonably unforeseeable act, matter, cause, contingency or circumstance beyond our reasonable control, including, without limitation, any acts of God, third party acts or governmental action.