This agreement (the "Agreement") is a binding agreement between the individual or the entity identified in your Teacher’s Dojo Author (“TDA") account ("you" or “Publisher" or “Author”) and Esemplare Ventures, LLC (operators of the TeachersDojo.com and Author.TeachersDojo.com web sites) (“TD”).This Agreement provides the terms and conditions of your participation in the TD self-publishing and distribution program (the "Program") and your distribution of digital content through the Program.
You accept this Agreement and agree to be bound by its terms by either (a) clicking agree or accept where you're given the option to do so or (b) by using the Program, or any part of it. If you don't accept the terms, you are not entitled to use the Program. If the Publisher is an entity, the individual person who accepts this Agreement for the Publisher represents and warrants that he or she is entitled to enter this Agreement as an authorized representative of Publisher and to bind Publisher to the terms of this Agreement.
The Program may change over time and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time in our sole discretion, unless otherwise noted in this agreement. We will give you notice of the changes by posting new terms in place of the old at http://author.teachersdojo.com/terms with a revision date indicated at the bottom of the page or by sending an email to the email address then registered for your Program account.
The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you. We are entitled to terminate this Agreement and your access to your Program account at any time. We will notify you upon termination. You are entitled to terminate at any time by providing us notice of termination, in which event we will cease selling your Resources immediately at the date you provide us notice of termination. We may also suspend your Program account at any time with or without notice to you, for any reason in our discretion. Following termination or suspension, we may fulfill any customer orders for your Resources pending as of the date of termination or suspension, and we may continue to maintain digital copies of your Resources in order to provide continuing access to or re-downloads of your Resources, as well as digital copies of your Resources to support customers who have purchased a Resources prior to termination or suspension. The following provisions of this Agreement will survive termination of this Agreement: Sections 1, 3, 5.4, 5.5, 5.6, 5.7, 6, 7, 8, 9, 10, 11 and any other provisions that, by their nature, are intended to survive. All rights to Resources acquired by customers will survive termination.
TD offers Publishers the option of three different account types:
No monthly or annual fee. 70% royalty on Resources sold from Publisher’s account. A $0.30 transaction fee is charged to a Publisher per order.
$59.95 annual subscription fee. 85% royalty on Resources sold from Publisher’s account. A $0.15 transaction fee is charged to a Publisher per order under $3. No transaction fee applies for orders of $3.00 or greater.
$119.95 annual subscription fee. 95% royalty on Resources sold from Publisher’s account. A $0.30 transaction fee is charged to a Publisher per order.
You must have an activ/e Program account in order to participate in the Program. You represent that you are at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to form a legally binding contract. A parent or guardian of a minor cannot open a TDA account.
You must ensure that all information you provide in connection with establishing your Program 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 Program. 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.
You are solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized the activities. You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify TD of any unauthorized use of your username, password or account.
You must upload to us each Resource you desire to distribute through the Program. You must deliver all electronic files free and clear of viruses, worms and other potentially harmful or disrupting code.
You must ensure that all Resource content is in compliance with our Program Policies for content at the time you submit it to us. If you discover that content you have submitted does not comply, you must immediately withdraw the content by un-publishing it or by re-publishing content that complies through the Program procedures for Resources withdrawal or re-publishing. We are entitled to remove or modify the metadata and product description you provide for your Resources for any reason, including if we determine that it does not comply with our content requirements. You must ensure that all metadata you provide to us is current, complete, and accurate. If you discover that any metadata you have provided to us for a Resources is inaccurate or incomplete, you must promptly submit corrected metadata to us through the Program procedures for metadata submission.
We are entitled to determine what content we accept and distribute through the Program in our sole discretion. If we request that you provide additional information relating to your Resources, such as information confirming that you have all rights required to permit our distribution of the Resources, you will promptly provide the information requested, and 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 Resources and the accuracy of the information or documentation you provide to us with respect to those rights.
You may withdraw your Resources from further sale in the Program at any time by following the then current Program procedures for Resources withdrawal or un-publishing. We may fulfill any customer orders completed through the date the Resources are available for sale. All withdrawals of Resources will apply prospectively only and not with respect to any customers who purchased the Resources prior to the date of removal.
TD requires that Publishers hold the publishing rights to any content they upload for sale in the TD Store. Publishers should not upload or attempt to upload any content for which they do not have rights.
We take violations of laws and proprietary rights very seriously. It is the Publisher’s responsibility as to ensure that their Resources do not violate laws or copyright, trademark, privacy, publicity, or other rights.
TD offers Publishers the ability to throw a sale on all or a select number of Resources in their TDA. Sales must not exceed 20% of the List Price and is configured solely at the discretion of the Publisher. The sale price at the time of purchase by a customer will be used for the Royalty calculation. There is no fee to a Publisher for the use of this tool.
TD offers Publishers the ability to run a Giveaway promotion on the site for one or more of their Resources. The Resource and the number of winners is configured solely at the discretion of the Publisher. TD will run a proprietary process on the day after the Giveaway ends to select random winners. Winners will be notified via email and the Resource will be made available to the Winners on their TD account page as well as listed on the Giveaway Promotion page. There is no fee to a Publisher for the use of this tool.
TD offers Publishers the ability to create and offer Coupons to be used exclusively for their Resources. The Coupon discount can be either a percentage or fixed dollar amount and is configured solely at the discretion of the Publisher. The discounted price at the time of purchase by a customer will be used for the Royalty calculation. There is no fee to a Publisher for the use of this tool.
TD offers Publishers the ability to communicate with customers of their Resources and followers of their account. Publishers are limited to one message per month for Free Plan Accounts, two messages per month for Pro Plan Accounts, and one per week for Premium Plan Accounts. There is no fee to a Publisher for the use of this tool.
TD offers Publishers the ability to promote themselves or their Resources on the site on the Author Listing page and Search Listing page. All options are configured solely at the discretion of the Publisher. A limit of one Resource may be featured per day. Featuring yourself of one of your Resources will be charged to the Publisher at the rate of $1 per day per featured item for Premium Plan subscribers. The cost for featured items will be deducted from a Publisher Royalty payments at the end of each Sales period.
The list price you provide to us is referred to in this Agreement as your "List Price." Where your Royalty is calculated based on your List Price, it will be calculated based on your List Price exclusive of any taxes applicable to the customer, and after any discount is applied as defined by you within the Program. You may change your List Price through the TD website, and your change will be effective immediately. The List Price for purposes of the Royalty calculation will be the List Price we determine to be effective at the time of customer purchase. To the extent not prohibited by applicable laws, Publishers have sole and complete discretion to set the retail customer price at which your Resources are sold through the Program. We are solely responsible for processing payments, payment collection, requests for refunds and related customer service, applicable sales tax collection, and will have sole ownership and control of all data obtained from customers and prospective customers in connection with the Program. We may provide customer information to Publishers at a future date.
If you are not in breach of your obligations under this Agreement, for each Resource sold to a customer through the Program, TD will pay you the applicable royalty based on your Author account type, as applicable, net of refunds, bad debt, and any sales or other taxes charged to a customer or applied with respect to sales to a customer. You may change your Account type at any time. Royalty Rates cannot be changed by TD, and will only change if Publisher changes their Account type.
For every Publisher that you refer to TD (and enters your referral code during registration) that subscribes to a Free Plan, Pro Plan, or Premium Plan subscription, you will receive 5% of the referred Publishers royalties for 12 months from the data the Publisher subscribes.
TD will pay Royalties due on Resource sold at the end of each Sales Period which the sales were made. Sales Periods are defined as weekly periods that start on Saturday, 12:00:00am EST and end on Friday, 11:59:59pm EST. At the time of payment, we will make available to you an online report detailing sales of Resources and corresponding Royalties.
TD will pay Referral payments within five business days of the first of every month for referral revenue generated from the previous month.
We require you to submit your PayPal email address to your TDA account in order to receive Royalty payments, in which case we will not be obligated to make Royalty payments to you unless you do so. We may establish other payment policies from time to time, such as different payment method.
You may not bring a suit or other legal proceeding against us with regard to any statement unless you bring it within six months after the date the statement is available. Any such proceeding will be limited to a determination of the amount of monies, if any, payable by us to you for the accounting periods in question, and your sole remedy will be the recovery of those monies with no interest.
We can withhold Royalties and offset them against future payments as indicated below. Our exercise of these rights does not limit other rights we may have to withhold or offset Royalties or exercise other remedies. • If we pay you a Royalty on a sale and later issue a refund, return, or credit for that sale, we may offset the amount of the Royalty previously paid for the sale against future Royalties, or require you to remit that amount to us. • If a third party asserts that you did not have all rights required to make one of your Resources available through the Program, we may hold all Royalties 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 a Resource, we will not owe you Royalties for that Resource and we may offset any of those Royalties that were previously paid against future Royalties, or require you to remit them to us. • Upon termination of this Agreement, we may withhold all Royalties due for a period of three months from the date they would otherwise be payable in order to ensure our ability to off-set any refunds or other offsets we are entitled to take against the Royalties. • If we terminate this Agreement because you have breached your representations and warranties or our Content Guidelines, you forfeit all Royalties 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 Royalties through the new account.
TD is responsible for collecting and remitting any and all sales taxes imposed on their respective sales of Resources to customers. You are responsible for any income or other taxes due and payable resulting from payments to you by TD under this Agreement. Accordingly, unless otherwise stated, the amounts due to you hereunder are inclusive of any taxes that may apply to such payments. TD maintains the right, however, to deduct or withhold any and all applicable taxes from amounts due by them to you, and the amounts due, as reduced by those deductions or withholdings, will constitute full payment and settlement to you.
You grant to TD, throughout the term of this Agreement, a nonexclusive, irrevocable, right and license to distribute Resources, directly, in all formats you choose to make available through TD by all distribution means available. This right includes, without limitation, the right to: (a) reproduce, index and store Resources on one or more computer facilities; (b) display, market, transmit, distribute, sell, and otherwise make available all or any portion of Resources through TeachersDojo.com only, for customers and prospective customers to download, access, print, and/or view online and offline; (c) permit customers to "store" Resources that they have purchased from us on servers ("Virtual Storage") and to access and re-download such Resources from Virtual Storage from time to time both during and after the term of this Agreement; (d) display and distribute (i) your trademarks and logos in the form you provide them to us or within Resources (with such modifications as are necessary to optimize their viewing), and; (e) use, reproduce, adapt, modify, and distribute, as we determine appropriate, in our sole discretion, any metadata that you provide in connection with Resources; and (f) transmit, reproduce and otherwise use (or cause the reformatting, transmission, reproduction, and/or other use of) Resources as mere technological incidents to and for the limited purpose of technically enabling the foregoing (e.g., caching to enable display). You grant us the rights set forth in this Section 5.5 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 Resources, then the territory for the sale of that Resources will be those territories for which you indicate, through the procedure we provide to you, that you have distribution rights.
You will obtain and pay for any and all necessary clearances and licenses for the Resources to permit our exercise of the rights granted under this Agreement without any further payment obligation by us, including, without limitation, all royalties and other income due to any copyright owner. If you notify us through the procedure we provide on TD for making claims of copyright infringement that a third party has made a Resources available for distribution through the Program (or for distribution in a particular territory through the Program) that you have the exclusive right to make available under the Program, then, upon your request and after verification of your claim, we will pay you the outstanding Royalties due in connection with any sales of the Resources through the Program, and will remove the Resources from future sale through the Program, as your sole and exclusive remedy.
You represent and warrant that: (a) you have the full right, power and authority to enter into and fully perform this Agreement and will comply with the terms of this Agreement; (b) prior to you or your designee's delivery of any content, you will have obtained all rights that are necessary for the exercise the rights granted under this Agreement; (c) neither the exercise of the rights authorized under this Agreement nor any materials embodied in the content nor its sale or distribution as authorized in this Agreement will violate or infringe upon the intellectual property, proprietary or other rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law rights, rights of publicity, or privacy, or moral rights, or contain defamatory material or violate any laws or regulations of any jurisdiction; (d) you will ensure that all Resources delivered under the Program comply with the technical delivery specifications provided by us; (e) you will be solely responsible for accounting and paying any co-owners or co-administrators of any Resources or portion thereof any royalties with respect to the uses of the content and their respective shares, if any, of any monies payable under this Agreement; and (f) you will not attempt to exploit the TD service or any other TD program or service. To the fullest extent permitted by applicable law, you will indemnify, defend and hold TD, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys' fees) that arises from any breach of your representations, warranties or obligations set forth in this Agreement. We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing.
Subject to the authorizations you grant to us under this Agreement, as between us and you, you retain all ownership rights in and to the copyrights and all other rights and interest in and to your Resources. We retain all ownership rights in and to the copyrights and all other rights and interests in and to the Program, TD, and any materials we use or provide to you for use relating to your Resource. We are solely responsible for, and will have full discretion with respect to the terms, features, and operation of the Program, TD and related marketing, but our use of the Resources will be subject to the terms of this Agreement. In the event that you elect to provide suggestions, ideas, or other feedback to TD in connection with the TD or the Program ("Feedback"), TD will be free to use and exploit the same in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate permission.
You will not, without our express, prior written permission: (a) issue any press release or make any other public disclosures regarding this Agreement or its terms; (b) disclose TD Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; or (c) use TD Confidential Information for any purpose other than the performance of this Agreement. You may however disclose TD Confidential Information as required to comply with applicable law, provided you: (i) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy; (ii) disclose only that TD Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any TD Confidential Information so disclosed. “Teacher’s Dojo Confidential Information" means (1) any information regarding TD, its affiliates, and their businesses, including, without limitation, information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (2) the nature, content and existence of any communications between you and us, and (3) any sales data relating to the sale of Resources or other information we provide or make available to you in connection with the Program. TD Confidential Information does not include information that (A) is or becomes publicly available without breach of this Agreement, (B) you can show by documentation to have been known to you at the time you receive it from us, (C) you receive from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (D) you can show by documentation that you have independently developed without reference to any TD Confidential Information. Without limiting the survivability of any other provision of this Agreement, this Section 7 will survive three years following the termination of this Agreement.
THE PROGRAM IS PROVIDED "AS IS." WE WILL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, OR FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN NO EVENT WILL OUR LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES DUE AND PAYABLE BY TEACHER’S DOJO UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. WE SPECIFICALLY DISCLAIM, WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF US IN CONNECTION WITH THIS AGREEMENT, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PUBLISHER ACKNOWLEDGES AND AGREES THAT TEACHERS’ DOJO CANNOT ENSURE THAT RESOURCES SUBMITTED BY OR ON BEHALF OF PUBLISHER WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT CUSTOMERS WILL COMPLY WITH ANY CONTENT USAGE RULES TEACHER’S DOJO MAY MAKE APPLICABLE IN CONNECTION WITH USE OF RESOURCES, AND TEACHER’S DOJO WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY SYSTEM OR PROCEDURE OR OF ANY CUSTOMER TO COMPLY WITH ANY CONTENT USAGE RULES. KDP RELIES ON COMPLEX SYSTEMS AND PROCESSES. WE STRIVE TO MAKE OUR SYSTEMS AND PROCESSES ERROR-FREE AND EFFICIENT, BUT WE CANNOT GUARANTEE THAT THEY WILL BE, AND WE WILL HAVE NO LIABILITY ARISING FROM SYSTEM OR PROCESS FAILURES, INTERRUPTIONS, INACCURACIES, ERRORS OR LATENCIES.
You agree to indemnify and hold TD (and our officers, directors, agents, subsidiaries, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.
TD will not be liable to you for any failure or delay in the performance of its obligations under this Agreement caused by any event or circumstance beyond its control, including, but not limited to, denial-of-service attacks, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, and labor conditions.
Any dispute or claim relating in any way to this Agreement or TD 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 Esemplare Ventures, LLC. 187 E. Warm Springs, Rd. Suite B362, Las Vegas, NV 89119, USA. 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, TD 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 New Jersey, USA.
The United States Federal Arbitration Act, applicable United States federal law, and the laws of the state of New Jersey, 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 TD relating to this Agreement or the Program.
This Agreement may not be amended, except in writing signed by both parties or as provided in Section 2 above. If any provision of this Agreement is held invalid by a court or other tribunal with jurisdiction over the parties to this Agreement, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing 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 TD affiliate may join as a party to this Agreement and will notify you if it does. The joining TD affiliate will be entitled to exercise the rights you grant under this Agreement. Each TD party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other TD parties. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other, except that (a) TD may assign any of its rights and obligations under this Agreement without consent and (b) you may assign all of your rights and obligations under this Agreement to any corporation or other entity without consent in connection with the sale of all or substantially all of your assets, but you must give TD written notice of the assignment no later than ten (10) business days following the assignment. Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not confer upon any other person other than the parties any rights or remedies. 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 delivered (i) if by an TD party, via email, via a posting on the Program website or via a message through your Program account, or (ii) if by you to Esemplare Ventures, LLC., via email to email@example.com. Notices will be effective and deemed received on the date transmitted or posted. Terms and Conditions for Optional Programs and Services
Last Updated: January 18, 2019