WEARETEACHERS.COM, LLC
TERMS OF USE AGREEMENT

Welcome to WeAreTeachers.com, the teachers knowledge marketplace (the "Service"), operated by WeAreTeachers.com, LLC.

By accessing or using our web site at www.weareteachers.com (the "Site") or the Service in any way, you signify that you have read, understand, and agree to be bound by these Terms of Use ("Terms of Use" or "Agreement"), whether or not you are a registered member of WeAreTeachers. We may revise these Terms of Use at any time without prior notice. You are responsible for regularly reviewing them as well as any additional policies, guidelines, and rules posted on web pages which you may access through the Site. You can always review the most current version of these Terms of Use at any time at: www.weareteachers.com/termsofuse.jsp.

Please read these Terms of Use carefully. They, along with our Privacy Policy and any additional policies, guidelines, and rules posted on the Site and which are incorporated into these Terms by reference, contain important information regarding your legal rights, remedies and obligations. These include various limitations and exclusions, and a dispute resolution clause that governs how disputes will be resolved.Should you object to this Agreement in any way (or to its subsequent modification) or if you become dissatisfied with WeAreTeachers, your only recourse is to immediately discontinue use of the Service.

For ease of reference and simplicity, the main sections of these Terms of Use are broken into the following sections:

ELIGIBILITY

Membership in the Service is void where prohibited. This Site may include materials, products, content or services suitable for children but only an adult may purchase them. If you are under 18, you may use this Site only with the involvement of a parent or guardian. Any registration by, use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Use.

DESCRIPTION OF THE SITE

WeAreTeachers.com is designed to connect teachers of all types ("Teachers") with other Teachers and with those interested in learning ("Learners"). You can visit the Site without registering. But to be able to use most of the features of the Site, including our Knowledge Marketplace – for example, as a Teacher, to create, recommend, or sell your or another member's products and services or, as a Learner, to search for resources, instructors, classes, and other offerings – you will need to register with WeAreTeachers.

WeAreTeachers offers three membership levels for Teachers. As a Tier 1 member, a Teacher may create a profile and communicate with other Teachers. There are two additional membership levels, Tiers 2 and 3, both of which are available for an annual subscription charge. Depending on the level selected, membership includes benefits such as:

access to enablement tools which facilitate the creation of learning content and enhanced online tools for use in publishing, marketing, selling, and managing services such as tutoring and interactive instruction.
use of WeAreTeachers' e-commerce infrastructure to market and sell your knowledge and related materials.
access to robust reporting and tracking components which enable members to register, catalog, schedule, and manage online services and offerings.
the ability for members to earn commissions by reviewing marketplace products and services, and making recommendations.

USER REGISTRATION AND INFORMATION

As mentioned above, you must be registered to access most of the features of the Site and to use the Service. And you must be 18 years of age in order to register. You will have the opportunity to select a User ID and password during the user registration process. Please make sure you accurately complete all information required on the user registration form (referred to as "User Information"). In the event that any of your User Information changes in the future, please promptly update it. Remember that it is your responsibility to keep all of your User Information current.

Your responsibilities as a user of the Site also include keeping your WeAreTeachers User ID and password secure. In addition, you are solely responsible and liable for any activity that occurs in connection with your User ID. You agree to notify us immediately of any unauthorized use of your e-mail address, User ID or password or any other breach of security regarding the Site of which you are aware. WeAreTeachers may refuse to grant you a User ID or password for any reason, including that it impersonates (or is suspected of impersonating) someone else, is protected by trademark or other proprietary rights laws, or is vulgar or otherwise offensive. If WeAreTeachers has previously granted a User ID or password, we may, in our discretion, withdraw it.

PROPRIETARY RIGHTS IN THE SITE AND SERVICE; LIMITED LICENSE

All intellectual property rights, including all copyrights, patents, and trademarks, associated with or used to create the Site or available through the Service, including but not limited to designs, text, graphics, pictures, video, information, applications, code, software, music, sound, and other files – but not including User Content – are the proprietary property of WeAreTeachers, our other users or our licensors and protected by copyright laws and international treaty provisions.

Provided that you are eligible to use the Site and subject to the terms and conditions of these Terms of Use, WeAreTeachers grants you a limited, revocable license to access and use the Site as required for your use of the Service. Any use of the Site or the Service other than as specifically authorized herein, without the prior written permission of WeAreTeachers, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including, without limitation, copyright and trademark laws, and applicable communications regulations and statutes. All copyright, patent, trademark, and other intellectual property-related notices must remain intact and affixed to any materials downloaded from the Site.

Unless explicitly stated in these Terms of Use, nothing herein will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

USER CONTENT

When we talk about "User Content," we mean any work of authorship (other than the intellectual property rights code described in the Section entitled "Proprietary Rights in the Site and Service; Limited License") which you post on, upload to, input to, submit to or transmit through the Site (collectively, "post"). Examples of User Content include your profile, comments, text you provide with the recommendation, WATbooks, WATfilms, WATpodiums, videos, sounds, images, text, and other similar materials.

WeAreTeachers does not claim ownership of User Content. When you post User Content on the Site, you keep your copyright, but you grant WeAreTeachers permission to use the Content in connection with the operation of our business, this Site, and the Service including, without limitation, the license rights to: distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content; excerpt User Content, excluding any Personal Data (defined below) that may have been included, for use in marketing materials; make minor modifications to the User Content for technical reasons; post and display User Content on this Site; and copy User Content for use on the Site.

If you include any information that could be used to identify you, such as your personal phone number, e-mail address, Social Security number or a government-issued ID number (collectively, "Personal Data") in User Content, it will be included with the Content. By including Personal Data in the User Content you post, you authorize WeAreTeachers to disclose that Personal Data as part of the Content. You may not include Personal Data about other people in your User Content.

By uploading User Content to the Site, you represent and warrant, to the best of your knowledge, that all factual information in the Content is true and accurate. Despite all this, WeAreTeachers cannot guarantee the accuracy, integrity or quality of User Content. You also represent and warrant, at all times during the term of this Agreement, that the User Content:

is owned by you or, to the extent the User Content is owned by someone else, that you have permission to post or otherwise provide the Content to WeAreTeachers for use as described above.
does not contain any Personal Data about any individual other than you.
does not violate any copyright, trademark, trade secret or other intellectual property right of any third party.
does not violate the legal rights (such as rights of privacy or publicity) of another.
does not contain material that is unlawful, obscene, defamatory, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable.
does not include malicious code, which includes, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information (including Personal Data).
does not break the law, facilitate the breaking of the law, or violate any applicable regulation or WeAreTeachers rule or policy.
does not offer or disseminate fraudulent goods, services, schemes, or promotions, or promote domain names, URLs, or hyperlinks that constitute commercial content such as that found in advertising, promotions, or solicitations.
including the use of any recipe, formula, or instruction in the Content, will not result in personal injury to any person.

In addition, you represent and warrant that you have the legal capacity to enter into this Agreement, and that the entering into of this Agreement does not conflict with any arrangements or agreements between you and any other person or entity.

WeAreTeachers is under no obligation to post or use any User Content you may provide. We reserve the right to refuse to permit your posting on the Site of any User Content that WeAreTeachers, in our sole discretion, deems in violation of the terms and conditions set forth above. We may remove any User Content at any time in our sole discretion.

USE AND ABUSE OF THE SITE

You are solely responsible for your User Content, including Content you generate, post to WeAreTeachers or distribute (whether or not facilitated through the Service). Since computers and other equipment (both yours and ours) are subject to occasional malfunction, you agree that you will not hold WeAreTeachers responsible for any damage to, corruption of or destruction of the User Content. You are responsible for archiving and backing up, on your own computer, all User Content. WeAreTeachers will not be responsible for or have any obligation or liability to you, archiving or backing-up any Content. If any User Content transmitted to WeAreTeachers is damaged, lost or corrupted, WeAreTeachers will have no obligation or liability to you.

You agree not to use the Site to:

upload, post or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.
harm anyone, including minors, in any way.
use "spam," "blast-faxes," or recorded telephone messages to market or sell User Content.
interfere with the operation of the Site via the use of viruses, Trojan horses, worms, time bombs, corrupted files, or any other similar programs or technology designed to disrupt or damage software or hardware.
employ a robot, spider or other process or device to harvest e-mail addresses or other information regarding users of the Site or to monitor the activity on the Site.
falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of User Content.
interfere with User Content posted by another.
impersonate another person or entity or forge any e-mail communication or message.
misrepresent your credentials or post User Content that misleads others regarding your expertise or qualifications.
post User Content that violates the terms described in the section of this Agreement specifically dedicated to Content.
violate any code of conduct or other guidelines which may be applicable for the Site.

When purchasing User Content, you agree to pay for the Content you purchase. As a Tier 2 or 3 Teacher, you agree not to fail to deliver Content purchased from you, unless the buyer does not pay for the Content. You also agree not to circumvent fees owed to WeAreTeachers.

In addition to complying with all restrictions on conduct and User Content, you are responsible for adhering to all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you use the Site.

WeAreTeachers reserves the right to remove any and all material that we feel is inappropriate or illegal, or offensive, or potentially or actually harmful in any respect. At our discretion, we will remove User Content and/or ban users who violate our policies with respect to the Site. We reserve the right to amend our policies from time to time in our sole discretion.

PRIVACY

We use your information in a variety of ways. Our Privacy Policy, which is incorporated into and made a part of this Agreement, provides a detailed description of how we use your information. In general though, all information submitted by you, except for login, password, and credit card and PayPal information (including ancillary information required to process the charge) is made available to other members of the Service. For example, when you purchase (or wish to purchase) User Content or services from a Teacher, we transmit your name, e-mail address, and other contact information to the Teacher. If you are a Tier 2 or 3 Teacher, and are selling User Content or a service, we may transmit your name, e-mail address, and other contact information to the Learner who wishes to learn more about, or to purchase, the Content or service you are selling. You consent to our display and transmission of this information. If you object to your information being displayed, transmitted or used in this way, please do not use the Service. For a complete explanation of how we use information submitted by you, please read the Privacy Policy together with this Agreement.

PAYMENT TERMS FOR MEMBERSHIPS TO WEARETEACHERS

There is no charge to become a member of WeAreTeachers as a Learner or as a Tier 1 Teacher.

Subscription fees for Tier 2 and Tier 3 Teacher memberships are due and payable with a valid credit card (from an issuer we accept) in advance on an annual basis. You will be required to provide us with the credit card account number and any other ancillary information required to process the charge, including the expiration date, the name in which the credit card is registered, and the address to which the credit card is billed. You warrant that such information is true and accurate. By providing this information, you will be authorizing us to charge your credit card for the subscription fees each year until your subscription is terminated.

If you are a Teacher and have subscribed to the Service as a Tier One member but wish to upgrade to a Tier Two or Tier Three membership (or if you wish to downgrade from a Tier Two or Tier Three membership level), send an e-mail to support@weareteachers.com and subscription fees for future annual periods will be adjusted accordingly.

If your credit card company refuses for any reason to pay the amount billed to it and that amount remains unpaid for more than 30 days, we will consider you to be past due in your payments. We will attempt to contact you to correct this situation. However, this attempt will not prevent us from suspending, without notice, your access to and use of the Service unless and until you pay any and all subscription fees then due and owing, including all past due amounts.

Once your credit card has been charged, there are no refunds. If you have questions about any charge, you must contact WeAreTeachers, L.L.C. at our Austin headquarters located at 8015 Shoal Creek Blvd., Suite 100, Austin, TX 78757, within 60 calendar days of the charge appearing on your credit card account. We will promptly correct any mistake that we have made regarding inaccurate charges; however, we will not make any adjustments for charges more than 60 days old.

We or you may terminate your subscription in accordance with the Section entitled "Termination/Access Restrictions."

PURCHASE OF USER CONTENT OR SERVICES

The Site is a venue to facilitate the sale by a Teacher of just about any type of User Content or service. As described above, the Site may include materials, products, content or services suitable for children but only an adult over the age of 18 may purchase them. The purchase of User Content or a Teacher service is strictly between the Learner who is purchasing the Content or service and the Teacher selling it. WeAreTeachers is not involved in the actual transaction between a Learner and a Teacher and is not responsible or liable for any action or inaction of any party to a transaction, for any failure to perform, to pay any amounts due, or to deliver any User Content or services as promised, or for any other aspect of the transaction. For example, if a Learner purchases User Content and it arrives damaged, the Learner will need to communicate directly with the Teacher to receive a replacement copy. WeAreTeachers has no control over and does not guarantee the quality, contents, safety or legality of User Content or a service; the truth or accuracy of its description or what the Content includes; whether a Teacher knows subject matter or is able to teach it; the ability of a Learner to pay for User Content or Teacher services; or that a Teacher will actually provide the User Content or service. You will not hold WeAreTeachers responsible for the actions or inactions of a Learner, a Teacher, or those of any other user.

When you use the Site to facilitate the purchase or sale of User Content or a service, note that PayPal(https://www.paypal.com) is the only payment method accepted. All fees are quoted in U.S. Dollars. Learners and Teachers are responsible for paying all fees (for example, shipping and handling fees) and applicable taxes associated with the purchase or sale of User Content or a service in a timely manner.

RELEASE

If you have a dispute with a Learner, Teacher or other user of the Site, you release WeAreTeachers (and our officers, directors, agents, subsidiaries, affiliates, joint ventures, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

LINKS TO THIRD PARTY SITES

The Site may contain links to third party web sites ("Linked Sites"). The Linked Sites are not under the control of WeAreTeachers and WeAreTeachers is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. WeAreTeachers provides these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the Linked Site or any association with its operators. You are responsible for viewing and abiding by the terms of use and privacy statements posted at the Linked Sites.

Any dealings with third parties (including advertisers) accessed through this Site or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. We are not responsible or liable for any part of any such dealings or promotions.

WARRANTY DISCLAIMERS

WEARETEACHERS, INCLUDING OUR RESPECTIVE SUPPLIERS AND AFFILIATES, ASSUMES NO RESPONSIBILITY FOR THE ACCURACY, TRUTHFULNESS, USEFULNESS, COMPLETENESS, TIMELINESS, OR VALUE OF THE USER CONTENT, TEACHER SERVICES, PRODUCTS, INFORMATION, DATA OR OTHER CONTENT ON OR ACCESSIBLE THOUGH THE SITE, AND MAKES NO REPRESENTATIONS ABOUT THEIR SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, OR LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ASSUME FULL AND COMPLETE RESPONSIBILITY FOR REVIEWING AND VERIFYING THE ACCURACY, TRUTHFULNESS, USEFULNESS, COMPLETENESS, TIMELINESS, AND VALUE TO YOU OF ALL SUCH USER CONTENT, TEACHER SERVICES, PRODUCTS, INFORMATION, DATA AND OTHER CONTENT TO WHATEVER EXTENT YOU DEEM NECESSARY.

NEITHER WEARETEACHERS NOR OUR SUPPLIERS OR AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES THAT YOU WILL HAVE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE, THE SERVICE, MEMBERSHIP, OR PRODUCTS.

ALL USER CONTENT, TEACHER SERVICES, PRODUCTS, THE SITE, THE SERVICE, DATA, INFORMATION, AND OTHER CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WEARETEACHERS AND OUR RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS OF ANY KIND INCLUDING THE WARRANTIES OF TITLE AND NON-INFRINGEMENT, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Some jurisdictions do not allow the disclaimer of warranties, so the above disclaimers may not apply to you.

LIMITATION OF LIABILITY

In no event will WeAreTeachers, our affiliates or our suppliers, including our and their respective officers, employees, contractors, and agents, be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever arising out of your use of the Site or the Service.

Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the twelve months prior to the action giving rise to the liability, and (b) $100.

Some jurisdictions do not allow the exclusion or limitation of damages, so the above limitation may not apply to you.

INDEMNIFICATION

You agree to indemnify and hold WeAreTeachers, our affiliates and our suppliers, including our and their respective officers, employees, contractors, and agents, harmless from and against any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (a) your reliance on any transaction introduced, facilitated, or accessed through the Site, or any User Content, Teacher service, or content contained on or accessible or made available through the Site; (b) any breach or alleged breach of any representation, warranty, term or condition of this Agreement; of (c) any act or omission by you which is in any way related the Site, the Service or this Agreement.

TERMINATION/ACCESS RESTRICTIONS

Unless we terminate your access to the Site for breach of this Agreement, we will continue to provide you with the Site until (a) you notify us that you are terminating your subscription, (b) you don't pay subscription fees that are due and owing or (c) we discontinue the Site.

We reserve the right, in our sole discretion, to terminate your access to any or all of the Site or any portion thereof at any time, without notice, if you breach any of the provisions of this Agreement. Any such termination will be effective immediately, may be made with or without notice, and will be done without any liability to you or any third party. Upon termination, your access to and use of the Site immediately ceases. Following termination we have no further obligation. There are no refunds for payments made prior to termination.

NO AGENCY

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

GENERAL

We reserve the right to disclose any personal information about you or your use of any Site, including its contents, without your prior permission if we have a good faith belief that such action is necessary to (a) conform to legal requirements or comply with legal process; (b) protect and defend the rights or property of WeAreTeachers or our affiliates; (c) enforce this Agreement; or (d) act to protect the interests of our members or others.

WeAreTeachers' performance under this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of WeAreTeachers' right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by us with respect to such use. If any court of competent jurisdiction determines any part of this Agreement to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Unless otherwise specified herein, this Agreement, along with our Privacy Policy and any additional policies, guidelines, and rules posted on the Site, constitutes the entire agreement between you and us with respect to the Site and the Service, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and WeAreTeachers with respect thereto.

A printed version of this Agreement and of any notice given in electronic form is admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

COPYRIGHT AND TRADEMARK NOTICES

TRADEMARKS. WeAreTeachers, the WeAreTeachers logo, and other WeAreTeachers products referenced herein and on the Site are either trademarks or registered trademarks of WeAreTeachers. The names of actual companies and products mentioned herein and on the Site may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify WeAreTeachers' agent for notice of claims of copyright or other intellectual property infringement ("Agent"), at

support@WeAreTeachers.com

or:

Please provide our Agent with a written notice which contains the following:

identification of the material on the Site that you claim is infringing, with enough detail so that we may locate it on the Site;
a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you declaring under penalty of perjury that (i) the above information in your Notice is accurate, and (ii) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
your address, telephone number, and email address; and
your physical or electronic signature.

WeAreTeachers will remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act (DMCA).

DISPUTE RESOLUTION; ARBITRATION

Any dispute between you and WeAreTeachers will be resolved exclusively and finally by arbitration administered by the National Arbitration Forum (NAF) and conducted under its rules, except as otherwise provided below. The arbitration will be conducted before a single arbitrator, and will be limited solely to the dispute between you and WeAreTeachers. The arbitration will be held in Travis County, Texas, by submission of documents, by telephone, online or in person. Any decision rendered in the arbitration proceedings will be final and binding on each of the parties, and judgment may be entered in any court of competent jurisdiction. Should either party bring a dispute in a forum other than the NAF, the arbitrator may award the other party its reasonable costs and expenses, including attorneys' fees, incurred in staying or dismissing the other proceedings or in otherwise enforcing compliance with this dispute resolution provision. You understand that you would have had a right to litigate disputes through a court, and that you have expressly and knowingly waived that right and agreed to resolve any disputes through binding arbitration. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and is governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq. For the purposes of this section, the term "dispute" means any dispute, controversy, or claim arising out of or relating to (a) the Terms of Service and any other policy or practice of the Site); or (b) your use of the Site and the Service. You may obtain information from the NAF on line at www.arb-forum.com, by calling 800-474-2371 or writing to P.O. Box 50191, Minneapolis, MN, 55405.

Notwithstanding the foregoing, and pending the completion of arbitration, either party may request injunctive or other equitable relief in connection with any dispute, to protect its rights and/or property at any court, without first resorting to arbitration. In such instances, you irrevocably consent to the exclusive jurisdiction and venue of courts in Travis County, Texas, U.S.A.

If any court of competent jurisdiction determines any part of this section (Dispute Resolution; Arbitration) to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable portion will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this section will continue in effect.

PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

WEARETEACHERS.COM, LLC TERMS OF USE AGREEMENT

WEARETEACHERS.COM, LLC
TERMS OF USE AGREEMENT