Terms and Conditions

1. Terms

Welcome to schooladministraders.com! Administraders LLC d/b/a school administraders (referred to in this policy as “ School Adminstraders”, “SA”, “us”, “we”, or “our”) has adopted the following Terms of Service which govern your relationship with SA and provide important information about your legal rights (“Terms”). These Terms explain the rules you need to follow when you visit our marketplace located at Schooladministraders.com and related subdomains (together, the "SA Marketplace"), any affiliated web pages we may host (which together with the SA Marketplace, we refer to in these Terms as the “Sites”), and any other services we might offer (together the Sites, and related services are our “Services”). Please note that Section 10.A of these Terms describes what happens in the event of a dispute between you and SA, and includes a binding arbitration clause as well as a class action waiver. Please review that section carefully as it affects your right to a jury trial and to participate in a class or representative action. The SA Marketplace offers an open platform for administrators and creators to discover, buy, sell, and share their original content for organizational systems,safety systems,vision and goal setting,teaching and learning, collaborating with families and the community, and budgeting (“Resources”). Resources may include electronically delivered files, digital products, streaming video, physical or used goods, and other product types. SA may modify, add, discontinue support for, or limit the availability of any product type. A Resource, together with the Resource title, description, and other listing information make up a “Resource Listing.” SA at no time owns or sells Resources for or on behalf of Sellers. Users of the SA Marketplace include members (“Members”) who have registered for a SA account (“Account”) and visitors who browse the marketplace without registering for an Account (“Visitors”). (Visitors and Members together are our “Users”.) By using our Services as a Visitor, Member, or in any other manner, you agree to follow these Terms, including the terms of our Privacy Policy, Copyright & Trademark Policy, Community Guidelines, Seller Fees and Payout Rates Policy, SA for Schools User Agreement (as applicable), SA School Access Supplementary Terms for Sellers (if you are participating in SA School Access as a Seller), Digital Tools User Agreement and any other terms or policies which are incorporated as part of these Terms. 1. Membership A. ELIGIBILITY To use many aspects of our Services, you’ll be asked to become a Member. Only individuals who are 18 years of age or older are eligible to become Members. By registering for an Account or using our Services, you represent and warrant that you are at least 18 years old. When you create an Account, the information you provide needs to be true and accurate. Don’t provide fake or false information, don’t provide information that violates someone else’s rights, and don’t impersonate someone else. We may ask for proof of your age or identity at any time in order to verify your Account and we may close or suspend access to your Account if you violate this rule or if we are unable to verify your age or identity. If you’re a school, organization, government, business, or other entity, the person whose email address is associated with the Account must have authority to bind the entity to this Agreement. If your Account has been closed by SA, you are no longer eligible to be a Member of our community. B. USERNAME & PASSWORD You’ll be asked to pick a username for your Account. Your username has to be unique and can’t be inappropriate, offensive, or something that violates the rights of someone else. You’ll also be asked to pick a password to protect your Account. Together this information is used to access your Account. It’s your responsibility to keep your login information confidential and you’re responsible for any and all activity that happens under your Account whether or not you authorized it. If you believe that your Account has been accessed by an unauthorized person, please contact our Customer Experience team as quickly as possible at admin@schooladministraders.com so we can help. C. MEMBERSHIP TYPES Buyers. You can join SA as a Buyer to use our Services for purchasing and downloading Resources (“Buyer”, “Buyer Membership”). A Buyer Account is owned by the individual whose name and email address are listed on the Account profile. As a Buyer, you’ll be able to make purchases, download free and purchased Resources, post Feedback, questions, comments, requests, or other public messages (“Communications”), submit requests for custom products, connect with other Members, your School, or an Organization, and enjoy other features and services we may offer. Sellers. You can enjoy additional capabilities that allow you to offer and sell Resources through our Services as a Seller (“Seller”, “Seller Membership”). Sellers include individuals offering their own authored works (“Administrator-Authors”) and organizations or entities offering materials produced by one or more employees or commissioned authors (“Publishers”). SA reserves the right to modify your Seller Membership type at any time at our discretion. (See subsection D below for more information about Seller Memberships.) Seller Memberships have all the same features of Buyer Memberships plus the ability to upload and sell Resources, access sales data, purchase promotional space, access marketing features and tools, and access additional information and communication features. The tools and features available to a Seller depend on the Seller’s chosen Membership level. Organizations. Users such as entities using SA for Schools (“Organization Membership”) to purchase and download Resources are bound by the provisions of the SA for Schools User Agreement which is incorporated as part of these Terms. Members who link their Account to an Organization must comply with these Terms as well as the provisions of the SA for Schools User Agreement. D. MEMBERSHIPS & FEES Purchases, taxes, and fees. You are responsible for paying any amounts due, including any applicable taxes, when you make purchases on SA. When you purchase on SA, you will be charged (in U.S. Dollars) the list price for each item as well as applicable state and local sales taxes, and any fees associated with your order. By placing an order, you represent and warrant that the billing information you’ve provided is accurate. SA also enables Sellers to collect sales tax on applicable orders. SA is not responsible for the information provided by Sellers and does not guarantee the accuracy of sales tax calculations. In addition, as set forth in section 5 below, for states with applicable marketplace collection laws, and for certain other states in which SA has received permission (including by having entered into a collection agreement), SA will calculate, collect, and remit applicable sales tax. Where sales tax applies to your order, the amount of tax due will be estimated at checkout and may differ from the final sales tax amount that will be charged when your order is processed. Where sales tax is not collected, you are solely responsible for the payment of any use tax that may apply to your purchase and you may be required to file a use tax return to pay such taxes. Buyers. Joining as a Buyer is free. Buyers may, at any time, and after paying any applicable fees, upgrade to a Seller Membership. Sellers. SA offers multiple Seller Membership options. Each Seller Membership has different features and privileges, Payout Rates, and Fees. “Fees” include (1) membership subscription fees charged each membership term (“Membership Fees”), and (2) fees charged per Resource sold (“Transaction Fees”). “Marketplace Payout Rate” is defined as the percentage of the sale price you earn for each resource you sell through the SA Marketplace. Marketplace Payout Rates may vary depending on the type of Resource and your Membership level. The applicable Marketplace Payout Rate is applied only to the sale price of each Resource at the time sold, before any Transaction Fees or Shipping Charges are applied. The remaining amount of the sale price is retained by SA as a service fee. See Section 5 for additional information on Marketplace Earnings and Payouts. The Fees and Marketplace Payout Rates for each Seller Membership are defined in our Seller Fees and Payout Rates Policy which is incorporated as part of these Terms. For any membership for which a Membership Fee applies, your membership will automatically renew each term unless you cancel the renewal. Contact us to learn how to cancel your renewal. We may, in our discretion, make changes to the Memberships we offer, the privileges and features available to each Membership, as well as the Fees and Marketplace Payout Rates associated with each Membership at any time. In advance of any fee increase or change in Marketplace Payout Rates, we’ll notify all affected Users at the email address associated with the account in accordance with these Terms. Changes in Marketplace Payout Rates will be applied to all affected sellers as of the stated effective date of the change, irrespective of any individual Seller’s Membership Fee renewal date. Any increase in Membership Fees will be applied only to renewals taking place after the change goes into effect. Sellers are responsible for any other fees or costs they may incur and for paying any applicable income, sales, or other taxes they may be subject to as a result of using our Services. E. RELATIONSHIP These Terms are the entire agreement between you and SA, and they govern your relationship with SA. Becoming a Member of our Services does not create an agency, employment, or partnership relationship between you and SA. SA is not the employer of, and does not act as an agent for, any Member. F. ACCOUNT CLOSURE Closure by SA. We may, in our discretion, close or suspend the Account of any Member at any time for any reason, with or without notice. Closure by You. You have the right to close your SA account at any time, without notice to us. You can close your Account from your landing page or by contacting us at admin@schooladministraders.com for assistance. Effect of Account Closure. After your account is closed, you’ll no longer have access to your Account information, past purchases, uploaded Resources, and many of the features of our services that require an account. If you close your account on your own, you can reopen your account anytime by logging in again. If you’d like for SA to close your account so that it cannot be reopened upon login, please write to us. Communications you’ve posted on the SA site will not be removed if your Account is closed. You may be able to remove or edit some communications at your discretion before you close your account. For more information about your account information and our data retention practices, take a look at our Privacy Policy. If you’re a Seller, any Resources you’ve posted will no longer be searchable and your resource pages will not be available to Users; however your paid resources remain accessible to the Accounts of members who have previously purchased them. Discontinue Services. We may change, suspend, or discontinue offering our services at any time. Any suspension or discontinuation in our services may mean that your account, including any resources or other materials you may have purchased from our services, and any resources or communications (collectively “Content “) you may have uploaded to our services, may not be available to you or to other users. We are not liable to you for any impact a change, suspension, or discontinuation of our services may have, including the loss of access to any resources that you’ve purchased, or loss of income from your temporary or permanent inability to sell resources through our Services. 2. School Administraders Community A. COMMUNITY GUIDELINES As a User of our Services, you are required to follow our Community Guidelines which are incorporated as part of these terms. We may modify or add to these rules at our discretion. If you violate any of these rules, we may take action against your account, such as removing content you’ve posted, removing resources from your account, suspending or terminating your account, removing resources from your buyer, issuing a refund to your Buyer(s), or any additional action that we deem necessary. B. COMMENTS, RATINGS & REVIEWS You may have the option to provide a review of a resource you’ve purchased or downloaded for free by providing a rating and a comment (“Feedback”). Any Feedback you choose to leave should reflect your honest experience using the Resource for its intended purpose and must comply with our Comments and Ratings Guidelines. We may, at any time, set additional requirements or limitations for leaving Feedback. Sellers may not leave feedback on their own resources or otherwise attempt to undermine the integrity of our feedback system. We may remove Feedback for any reason, at any time, without notice and we may ban a member from leaving future feedback. C. REWARDS PROGRAMS We may, at our sole discretion, offer Members opportunities to earn rewards ("Rewards") through various programs or incentives (“Rewards Programs”). You can view the rules of our current Feedback Rewards program, and current Referral Program. We are under no obligation to offer a Rewards Program of any kind or to issue Rewards in any specific form. We may change the Reward amount or form, Rewards Program requirements, and the conditions for receiving future Rewards at any time. We reserve the right, at our discretion, to revoke or withhold Rewards or ban a Member from receiving Rewards or participating in a Rewards Program. We reserve the right to modify, suspend, or discontinue any such Rewards Program at any time. D. MONITORING CONTENT SA has the right, but not the obligation, to monitor any activity and content associated with our services. We may investigate any complaints or reported violations of our policies and take any action that we deem appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of your Membership, denying access, and/or removal of any content on the site, including resource listings. 3. Resource Licensing Policy A. IN GENERAL License. SA sellers own and maintain the intellectual property rights in their resources and grant Members licenses to use such resources for limited use as described in this section. When you purchase a resource, you’re purchasing a license to use the resource in accordance with the terms of this Resource Licensing Policy. All downloadable and digitally consumed Resources can only be used in accordance with a license, which can either be an “Individual License” or a “Classroom License.” Your use of any Resource, regardless of license type and whether the license is purchased by you, transferred to you by your Organization, or purchased for you as a gift or on your behalf by your school or other entity, is subject to this Resource Licensing Policy and other terms set forth in these Terms. You agree to comply with the terms of this Resource Licensing Policy as well as any additional terms the Seller provides in the Resource Listing, to the extent that such terms do not conflict with these Terms. In the event of any conflict between this Resource Licensing Policy and a Seller’s terms, this Resource Licensing Policy will govern, except that Sellers may grant certain additional rights to their Resources. B. INDIVIDUAL LICENSE An Individual License is a license that may only be assigned to a single specific individual user (“Assignee”) (e.g. one specific teacher) for that Assignee’s lifetime use. Individual Licenses are non-transferable and may not be used by or reallocated to a different Assignee (for example, an administrator who purchases an Individual License can use such Resource, in accordance with this section, for her or his lifetime but cannot transfer use of such Resource to another administrator after her or his retirement). Except as otherwise stated in these Terms (such as in the “Limitations on Access” section set forth below), with an Individual License, the Seller grants to the purchasing Member, for use by one Assignee, a non-exclusive, perpetual, irrevocable, non-transferable, non-sublicensable, worldwide, limited license to use the resource for the purposes and under the conditions described below. The seller may grant additional rights at their discretion. If you purchase an Individual License, the Seller permits you to: Assign use of the Resource to one Assignee. Once an Assignee has been designated, the license cannot be used by any other individual, but you can purchase additional licenses as needed. For clarity, you can purchase an Individual License for yourself, as a gift for another person, or as an Organization purchasing on behalf of a administrator. In such cases, a single “transfer” of the Resource to the intended recipient Assignee is permitted, but you may not reallocate an Individual License from one Assignee to another or share the Resource with additional users unless you purchase additional licenses for each additional Assignee. As an Assignee of an Individual License, the Seller permits you to: Use the Resource for personal, educational, and instructional use only (“Personal Use”). This means you can use Resources for your own personal purposes, for your individual study, and to improve student outcomes. Print and make copies of downloadable Resources as necessary for Personal Use. Copies may be made and provided to your school community as necessary. Copies may also be made for students’ parents, classroom observers, supervisors, or school administrators for review purposes only. Hard goods and video resources may not be copied, shared, or otherwise reproduced. Deliver Resources electronically as needed by using features available through the Services or by other secure means that enable access to Resources by only your students (and as needed, their parent/caregiver) (“Permitted Recipients”). You may not upload Resources to websites, applications, shared drives or other sites or services in a way that enables access by anyone other than Permitted Recipients. Unless otherwise expressly permitted by the Seller: You may not use the Resource, in part or in whole, for commercial purposes. This means you can’t sell it, use it for advertising or marketing purposes, or use it in any other way in connection with a business or profit making activity. Except as permitted above to deliver Resources electronically to Permitted Recipients, you may not post or otherwise make the Resource available on any website, application, shared drive or other sites or services. You may not share, send, sell, sublicense, or transfer the Resource to someone else for their own Personal Use unless you purchase an additional license for each additional educator you will share it with. Each Individual License is for use by one specific educator only. Unless otherwise expressly permitted by the Seller: You may not use any Resource, in part or in whole, for commercial purposes. This means you can’t sell it, use it for advertising or marketing purposes, or use it in any other way in connection with a business or profit making activity. Except as permitted above to deliver Resources electronically to Permitted Recipients, you may not post or otherwise make any Resource available on any website, application, shared drive or other sites or services. An Assignee may not continue to use a License that has been reclaimed by the Assignee’s Organization after the license is reclaimed. D. LIMITATION ON ACCESS Downloadable Resources. SA cannot guarantee continuous access to any Resource through our Service. For example, if at any time, SA stops hosting a Resource for any reason or you or SA terminates, suspends, downgrades, or otherwise limits your Account or access to SA’s Services, your ability to access the Resource through our Services may be terminated. It’s your responsibility to maintain and store a copy of downloadable Resources on your device to ensure future access. Some resources uploaded to our Service by Sellers may create accessibility issues when accessed with screen readers or other assistive technologies. Digital and Video Resources. If you purchase access to a Resource in the format of streaming video or other non-downloadable formats, your license will expire if you or SA closes your account, or if SA stops hosting the Resource for any reason. Some resources uploaded to our Service by Sellers may create accessibility issues when accessed with screen readers or other assistive technologies. Security of the Resources. Prior to downloading any Resource, you are responsible for making sure it is properly scanned to ensure it does not contain or transmit viruses, malware, or other harmful software programs. 4. Intellectual Property and Security A. THE SERVICES AND THE SITE CONTENT Except for Content uploaded or posted by Members, all other aspects of the Site and the Apps you find on our Services is owned or controlled by us. This includes, but is not limited to, all text, graphics, photographs, logos, and other imagery, videos, user interfaces, trademarks, computer code, and other content of our Site or Apps (collectively, “Site Assets”). This also includes the design, structure, coordination, arrangement, expression, and the “look and feel” of Site Assets. Site Assets are protected by copyright, trademarks, trade dress, trade secret, and other intellectual property rights. You may not use, reproduce, copy, modify, republish, perform, display, disassemble, reverse engineer, translate, or distribute Site Assets in any way to any person, computer, server, website, or other entity for any commercial purpose without our explicit permission. By commercial purpose we mean that you can’t sell, license, rent, use in your own business or website, incorporate into marketing materials or presentations, or make other commercial use of our Site Assets. B. YOUR CONTENT Rights you grant to SA. Some parts of our Services allow you to upload or post Content. You retain any intellectual property rights that you hold in that Content. SA does not take or claim any ownership (copyright, trademark, or otherwise) over your Content. When you post or upload Content to our Services, you grant to us limited rights to store, use, display, and provide access to the Content you post as necessary to provide our Services, including Digital Services (defined and as further detailed below), such as to display your Resource in your store and in search results, to make your Resources available for download, and to display and promote your Resources through our Services, through email, and ads on other sites or search engines, and through other marketing campaigns. For these purposes, you grant to us a nonexclusive, irrevocable, perpetual (except as otherwise provided herein), worldwide, sublicensable license to exercise any copyright, trademark rights, or other rights in and to your Content necessary to provide our Services to you and our other Users. Additionally, when you post or upload Resources to our Services, you grant SA, in its sole discretion, the right, to make your Resources available for use with digital (device-based and/or online) tools and features, as are now or hereafter, made available or enabled through the Services, such as any interactive resource tool that allows Resources to be turned into device-based interactive activities where tools and features are “Digital Services” and the Resources are “Digital Resources”. Digital Resources can be used by Members of the SA Marketplace and, as applicable, Schools (and School Users) using SA School Access, and each of their respective users (collectively, “Digital Users”). SA may designate Resources as Digital Resources throughout the Services. SA may store, use, display, provide access to, and promote Digital Resources as needed to enable use of Digital Services, including for example -- adjusting, reformatting, and modifying Digital Resources for technical purposes (for example to convert them to a digitizable format and to secure the underlying content), and reproducing, displaying, and distributing Digital Resources (for example to enable Digital Users to view and use them within Digital Services and in order to make unique copies available to users as needed). For purposes of this subparagraph, SA will only use your Digital Resources for purposes related to preparing them for use with Digital Services and delivering them to Digital Users (e.g. the technical steps we need to take in the background), and as otherwise permitted by this Section. SA may make Digital Resources available to and facilitate use of Digital Resources by Digital Users as further described herein. (For the avoidance of doubt, SA does not take or claim any ownership (copyright, trademark, or otherwise) in or to Digital Resources, and Sellers maintain the ownership they otherwise have in accordance with the Terms). Rights you grant to others. When a Member purchases a license to use your Resource or downloads free Resources from you, you allow them to use your Resource as described in Section 3 of these Terms above, in accordance with the license type purchased by such Member and any other terms you expressly set forth in writing in connection with such Resources (as long as any additional terms do not conflict with these Terms). For clarity, you may, at your discretion and in accordance with these Terms and any other policies set forth by SA, grant additional rights to purchasers of your Resources, but you may not enforce limitations on such use that are inconsistent with the rights granted in Section 3. Finally, you grant Digital Users the following additional rights with respect to Digital Resources notwithstanding anything to the contrary elsewhere in the Terms: Digital Users may customize (“Digitize”) Digital Resources using functionality, as available, through Digital Services such as, but not limited to, selecting, combining and rearranging pages from Digital Resources, adding layered content on top of Digital Resources such as layered text or overwriting, interactive elements, layered images, drawings, video or audio files, and creating and appending answer keys to enable grading. Customized elements of Digital Resources, as described in this subparagraph, are digitized content (“Digitized Content”). Digitizing does not permit a Digital User to extract the underlying content within the individual pages of the original Resource. Digital Users may use Digital Resources and Digitized Content for Personal Use in accordance with available Digital Services functionality and integrations, including to share or assign Digital Resources and/or Digitized Content to enable student access and use. Digital Resources (and Digitized Content to the extent Digitized by the Seller) remain the intellectual property of the Seller. Security of your Content Prior to uploading any Content, you are responsible for making sure it is properly scanned to ensure it does not contain or transmit viruses, malware, or other harmful software programs. Effect of account closure or Resource deactivation. If you or SA closes, suspends, or otherwise limits your Account or access to the Services, or downgrades your Account to a Buyer Membership, we’ll no longer display your store page or your Resource Listings, and your Resources, including Digital Resources, will no longer be available for purchase, download, or access by Members who haven’t previously purchased, downloaded, or accessed them. If you or SA deletes, deactivates, or disables (as available), a single Resource Listing, that Resource, including Digital Resources, will not be available for purchase, download, or access by Members who have not previously purchased, downloaded, or accessed the Resource, and the Resource will no longer be displayed in your store or in search results. In any of these events, SA will continue to store your Resource, including any Digital Resources as applicable, on our servers and will continue to make it available for download, access, or use by Members, including Digital Users, who have previously purchased, accessed or used the Resource, subject to other limitations set forth in these Terms. SA will continue to display your Communications unless you remove them from the Services before you go. If you do remove them, we’ll no longer display them on our Services, but we may continue to store a copy of them in our databases. C. REPORTING INTELLECTUAL PROPERTY VIOLATIONS We respect the intellectual property rights of others and expect the same from all of our Members. No Member may post any material, information, communication, data, or anything else that infringes on the copyrights, trademarks, or patent rights of someone else. We expect that each Resource posted by a Member is that Member’s original work (or, if it contains any content created by someone other than the Member, that the Member has a valid license or other authorization to use that content). It's our policy to close the Accounts of Members who repeatedly or egregiously violate this policy. We comply with the Digital Millennium Copyright Act (DMCA) and other laws governing the use of intellectual property. Our Copyright & Trademark Policy explains our policy and process for receiving notification and removing potentially infringing material from our Services. That policy is incorporated as part of these Terms. 5. Payment, Marketplace Earnings, & Payouts A. PURCHASING TERMS & REFUNDS Refund Policy. When you list a Resource or make a purchase on SA, you agree to our Refund Policy. All sales are considered final and nonrefundable once an order is submitted. We may, in our sole discretion, modify our Refund Policy or, on a case-by-case basis, issue a refund for a reason that falls outside of our Refund Policy. Sellers can view a refund and any applicable refund note in their Sales Details report. Sellers may authorize a full or partial refund for any reason by contacting us. Payment methods and currency. We may offer a variety of payment methods to pay for purchases, such as a credit and debit card, PayPal Account, School, or Stripe. We accept payments in United States Dollars (USD). Cash payments and payments in other currencies will not be accepted. We may change or add to our accepted payment methods at any time and we are not obligated to accept payment by any means other than those accepted at the time of your purchase. Promise to pay. When you buy something on SA you represent and warrant that you’re authorized to make the purchase and to use the payment method and billing information you’ve provided. You further agree that SA may charge your payment method the amount due, which will be in U.S. Dollars. We are not responsible for any additional fees you may be charged by your financial institution such as international transaction fees or overdraft fees. Payment for certain purchases by Sellers, such as promotional services, may be collected through a deduction from the Seller’s next Payout, or by credit or debit card if your current unpaid Payout amount is not enough to cover the purchase price. Failure to pay and payment disputes. Failure to pay as promised may result in late fees being charged, Resources being removed from your Account, Account suspension or closure, or any other action we deem necessary. If we receive notice that you’ve disputed a charge related to a purchase made from your SA Account, we may, at our discretion, offer proof to challenge the dispute. Pending resolution of the dispute, we may remove the purchased Resources from your Account temporarily, or, if a refund is ultimately issued, permanently. In our discretion, we may take further action against your Account. B. MARKETPLACE EARNINGS & PAYOUTS Marketplace Earnings. For each sale through the SA Marketplace, Sellers earn the applicable Marketplace Payout Rate that applies to their Membership Type (“Marketplace Earnings”). Marketplace Earnings are reduced by the full amount of any Transaction Fees that apply, and increased by the full amount of any shipping fees charged. Marketplace Earnings, together with any other earnings Sellers can receive through our Services are "Total Earnings". For details on our Seller Membership options, and the Fees, and current Marketplace Payout Rates that apply to each, see our Seller Fees and Payout Rates policy. Unless otherwise specified, Total Earnings are paid in monthly payments (“Payouts”) according to the schedule described in this Section. Payout Account. To issue Payouts, we work with third party companies which process and transfer funds between us and our Sellers (“Payment Services”). To receive Payouts, Sellers must have an Account capable of receiving payments with a supported Payment Service (“Payout Account”). If you have questions about the status of your Payout Account, please reach out directly to the Payment Service you use. If you are unable to register a Payout Account with any of the supported Payment Services, we may consider alternative means of issuing Payouts at our discretion on a case-by-case basis. We make no guarantees about the services offered by any third party companies including current or any future Payment Services we may support, and we are not responsible for any payment delays or other complications caused by Payment Services. We may, at our discretion, modify the list of supported Payment Services at any time, discontinue support for an existing Payment Service, or make additional Payout options available. Schedule. We issue Payouts on a monthly basis by the twenty-first day of the month following the month in which a sale was made. For example, Marketplace Earnings related to a sale made through the SA Marketplace in the month of January will be paid as part of a monthly Payout issued by February 21st. We may, at our sole discretion, withhold or delay a Payout due to any Seller who we believe to be in violation of any of these Terms. After the matter is resolved, we will either refund the associated sale(s) or complete the Payout. Payment Service Fees. Payment Services may assess transaction fees when we transfer your Payouts to you. We will deduct from your Payout an amount equal to or less than the transaction fee assessed to us by the Payment Services. These transaction fees are subject to change at the discretion of the Payment Services. We are not responsible for any additional fees or taxes you may incur from other third parties related to receiving or accessing your Payouts. C. SALES TAX Except in the case of Marketplace Collection (as defined below), you may have and are responsible for the collection and/or payment of any sales tax (including where applicable, goods and services taxes (GST) or other similar sales, use, or value added taxes) you may owe (collectively “Sales Tax”). SA Sellers may have the option to use a third party service integrated with the Services (the “Tax Services”) to enable Sales Tax collection for their SA store in jurisdictions where the Seller has designated (through their Account) a Sales Tax obligation. Seller Obligations. By operating as a Seller on SA, and whether or not you opt to use the Tax Services, you hereby agree to the following: Registration. You represent and warrant that you will use the Tax Services only to calculate and collect Sales Tax in jurisdictions where you are registered to collect Sales Tax. Remittance. You represent and warrant that you will remit any collected Sales Tax that SA provides to you to the appropriate taxing authorities in accordance with applicable laws. SA is not responsible for and will not remit Sales Taxes collected in jurisdictions not designated in the list of Marketplace Collection locations, or for any Sales Tax collected in such jurisdictions prior to the date on which SA first begins Marketplace Collection in such a jurisdiction. Product tax codes. You acknowledge and agree that you are responsible for designating the appropriate tax codes for your Resources. Where SA has provided a default product tax code designation, you understand that it’s your responsibility to verify that selection (and modify as may be necessary). Accurate information. You represent and warrant that the information you provide for the calculation and collection of Sales Tax, including but not limited to your street address, is accurate and up to date. No warranties. You acknowledge and agree that SA is not responsible for and cannot and does not guarantee the accuracy or availability of the Tax Services or any other service you use to calculate or collect taxes or to determine the taxability or non-taxability of any transactions. You further acknowledge and agree that when you access the Tax Services or any other third party tax services through the Services or on the Internet, you do so at your own risk. The Tax Services and other Third Party Services are not under SA’s control, and you acknowledge that SA is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such services or resources. You further acknowledge and agree that SA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such services, goods or resources available on or through the Tax Services or any other Third Party Services. Indemnification. You agree to indemnify, defend, and hold harmless SA, its employees, officers, directors, agents, and affiliates from and against all costs, expenses, damages, judgments, and liabilities (including reasonable attorneys’ fees) resulting from allegations, threats, claims, suits, or other proceedings (i) brought by third parties related to your use or misuse of the Tax Services or any other tax services you use in connection with the Services; and (ii) brought by any taxing authority, related to your failure to properly remit any taxes which are owed by you in in connection with your use of the Services. SA’s Obligations. Beginning on the start date identified for each respective jurisdiction, SA will calculate, collect, and remit Sales Tax on applicable orders into the jurisdictions listed (which may be updated from time to time) which includes states in the United States and certain other jurisdictions having marketplace or other collection laws requiring us to do so, and in certain other jurisdictions in which SA has received permission to do so (including by having entered into a collection agreement) (“Marketplace Collection”). You hereby authorize and permit SA to engage in Marketplace Collection on your behalf and you understand that SA may cease Marketplace Collection for all or any portion of Sellers with respect to a jurisdiction: i) if SA becomes no longer legally permitted to engage in Marketplace Collection in that jurisdiction, or ii) where SA is not legally required to engage in Marketplace Collection, at SA’s discretion. 6. Your Privacy A. OUR PRIVACY POLICY The privacy and security of your data and the personally identifiable information you give us is important to us. Our Privacy Policy explains the data we collect from you and how we use it. By using SA Services, you agree that we may use such data in accordance with our privacy policies. B. HOSTED CONTENT We don’t control and aren’t responsible for the Content posted by our Members, including any disclosures of personal information by our Members. However, it’s important to us that our Members respect the privacy rights of others. If you believe that Content on our Services violates your personal privacy rights, contact us at admin@schooladministraders.com or by us ing our Contact Us form for assistance. 7. Indemnity You agree to indemnify, defend, and hold harmless SA, its employees, officers, directors, agents, and affiliates from and against all costs, expenses, damages, judgments, and liabilities (including reasonable attorneys’ fees) resulting from allegations, threats, claims, suits, or other proceedings brought by third parties related to your use or misuse of our Services, including but not limited to any breach of these Terms, violation of any federal, state, or local law, and infringement of someone else’s intellectual property, privacy, publicity, or other rights. 8. Limitation of Liability & Warranty Disclaimer Our Services. We work hard to ensure that our Services are always available and working properly, but disruptions do occur from time to time and we can’t guarantee that any or all features will always work, or that our Services will be continuously available. SA is constantly working to improve our Services for all of our community Members and Users. We may update or change available functionality at any time. We make no guarantees to Sellers or other Members respecting the findability or searchability of any Resource Listing offered through our Services. We make no guarantees about how much any Seller may earn or whether the level at which a Seller is earning is likely to continue into the future. YOU AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SA (INCLUDING ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AND AFFILIATES) DISCLAIMS ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO YOUR USE OF THE SERVICES. WE MAKE NO GUARANTEES RESPECTING THE AVAILABILITY OF THE SERVICES, THE SECURITY OF THE SERVICES AT ANY PARTICULAR TIME OR FROM ANY PARTICULAR LOCATION, THE CORRECTION OF ANY DEFECTS OR ERRORS, EXISTENCE OF ANY VIRUSES OR OTHER HARMFUL MATERIALS, OR ANY OTHER GUARANTEES. YOU AGREE THAT SA (INCLUDING ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AND AFFILIATES) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, REPUTATION, USE, DATA, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) THE ACCESS TO, USE, OR THE INABILITY TO ACCESS OR USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. SA’S LIABILITY TO YOU OR ANY THIRD PARTY SHALL BE LIMITED TO (A) THE TOTAL AMOUNTS PAID BY YOU TO SCHOOLADMINISTRADERS DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR ACTION ALLEGEDLY GIVING RISE TO SUCH LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00 USD), WHICHEVER IS THE LESSER AMOUNT. Content. The Resources and Communications on our Services are uploaded or posted by our Members. SA does not produce, approve, post, or upload Resources or Communications. The Content you see on our site and any views, opinions, or assertions presented are those of the Members who posted the Content and do not reflect the opinions, or the official policy or position of SA. SA makes no representations or warranties as to the quality, accuracy, effectiveness, legality, appropriateness, security or other aspects of any Content. Interactions with other Members. You may have the ability to communicate, interact, or otherwise connect with other Members through our Service. It’s your responsibility to take precautions when sharing any information about yourself with another Member or anyone else, and you release SA from any liability that may arise out of your interactions with another Member of our Service. Third Party Content. As you use our Services, there may be links, ads, or other ways for you to visit other websites not owned or controlled by SA. When you access third party websites, you do so at your own risk. SA cannot and does not make any representations or warranties about other websites or services. Third Party Services. The Services may permit you to link to other websites, or use other services or resources on the Internet in conjunction with our Service (“Third Party Services”), and Third Party Services may contain links to the Services. When you access Third Party Services, you do so at your own risk. Third Party Services are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such Third Party Service. 9. Changes to these terms We may make changes to these Terms from time to time. Whenever the changes we’re making are material to you, we’ll attempt to notify you before those changes go into effect so that you can choose whether or not to continue using our Services. To notify you, we may send a message to the email address we have for your Account, we may post notifications around our Services, or we may use other communication methods to reach you. This includes periodic changes to our Privacy Policy, Copyright & Trademark Policy, Community Guidelines, Seller Fees and Payout Rates Policy, and any other policies which are incorporated as part of these Terms. The notice will include the date on which the changes will be effective. Continuing to use our Services after the changes go into effect serves as your acceptance of the changes. 10. Other Terms A. DISPUTES WITH SA In the case of a dispute between you and SA arising out of these Terms or your use of our Services, the following rules will apply. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. Binding Arbitration. You and SA agree that any dispute arising out of or relating to these Terms or your use of our Services will be settled through binding arbitration, conducted by the American Arbitration Association (AAA) and in accordance with their Commercial Arbitration Rules. Your responsibility to pay any filing, administrative, or arbitrator fees will be solely as set forth in the AAA rules. To the extent permitted under AAA rules, the arbitrator may award costs, fees, and expenses, including reasonable attorney’s fees, to the prevailing party. A decision reached by arbitration will be final and binding and may be entered as a judgment by any court having jurisdiction. You understand that there is no judge or jury in arbitration, and that other procedural rights such as discovery and appeal are not available in an arbitration. YOU AND SA EACH KNOWINGLY AND VOLUNTARILY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO A TRIAL BY JUDGE OR JURY AND TO HAVE YOUR CASE HEARD IN A COURT OF LAW. Disputes will be settled on an individual basis.YOU AND SA EACH KNOWINGLY AND VOLUNTARILY AGREE TO WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. Notwithstanding this clause, each party may seek injunctive or other equitable relief in a court of competent jurisdiction in New York County to protect the party’s intellectual property rights pending completion of the arbitration. Governing Law. These Terms are governed by the laws of the state of New York, and the laws of the United States of America without regard to principles of conflict of law, and regardless of where you are located in the world. Venue. SA is located in New York, with our headquarters in Orange County. Any dispute subject to Binding Arbitration will take place in Orange County, New York. For any other judicial action that may arise between you and SA, or for which our Binding Arbitration clause is found not to apply, both you and SA agree to submit to the venue and personal jurisdiction of the state and federal courts located in New York County, New York. B. NO WAIVER Any failure by SA to enforce any right or provision of these Terms does not constitute a waiver of that right or provision and will not limit our right to act or enforce these Terms against subsequent or similar breaches. C. SEVERABILITY If any part of these Terms is deemed invalid, unenforceable, or illegal, that part which is unenforceable shall be deemed severed from the Terms, and will have no impact on the enforceability of the remainder of these Terms. D. GOVERNMENT AGENCIES & PUBLIC ENTITIES If you are a federal, state, or local government or government agency in the United States and are using SA in your official capacity, the following amendments to these Terms apply: Federal Governments & Entities. If you are a federal government or federal government entity, the provisions entitled “Indemnification,” “Binding Arbitration,” “Governing Law,” and “Venue” do not apply to your official use of the Services only to the extent that they are inconsistent with federal laws or regulations. SA will not use your name, seals, trademarks, or the fact that you’re a member of our Services to purposefully state or imply an endorsement of our Services. SA will use your name, seals, trademarks, and the fact that you’re a member of our Services as necessary in the regular operation of our Services and to deliver our Services to you and to other Members. State and Local Governments & Entities. If you are a state or local government, or state or local government entity, the provisions entitled “Indemnification,” “Binding Arbitration,” “Governing Law,” and “Venue” will apply to your official use of the Site and the Services only to the extent permitted by your jurisdiction’s laws. 11. Survival of Terms The following provisions survive if you cease using our Services or your Account is closed by you or by SA for any reason: Visitors. If you continue to access our Services as a Visitor, any Terms that apply to Visitors still apply to you. Intellectual Property Rights. You still have to respect our intellectual property rights as described in Section 4.A, and if you’ve posted Content, you’re bound by Section 4.B. Rules for Listing Resources. If you’ve sold Resources, our rules requiring continued access to your Resources for Members who have previously purchased or downloaded them still apply. This means, if you’re hosting any Resource content through a third party, access through that third party host must be maintained. Rules for Purchasing and Downloading Resources. After your Account is closed, you have to follow the licensing rules about how you can use Resources you’ve purchased or downloaded and who you can share them with, our Refund Policy, and our Payment Disputes policy. Privacy Policy. Section 6 of these Terms and the terms of our Privacy Policy continue to apply, including data we collect from Visitors if you continue to visit our Site, how we treat and use your Account information after your Account is closed, and how you can report Content that you believe violates your privacy rights. Earnings and Payouts. Any final Payouts due to you are subject to these Terms and will be paid in accordance with Section 5. Disputes with SA. Any legal action that might arise between you and SA related to your use of SA is governed by the provisions of Section 10.A of these Terms. Warranty Disclaimer, Limitation of Liability, and Indemnity (Section 7 and Section 8). SA’s warranty disclaimer remains in effect, you can’t hold SA liable for losses or damages due to your use of SA, and you still have to defend SA against legal action arising from your use of the Services. 12. How to Contact Us You can reach us by emailing ,or by submitting a message using our Contact Us form. 4. Resource License Grant. Notwithstanding anything to the contrary in Section 4.B of the Terms of Service: a. To SA. SA does not take or claim any ownership (copyright, trademark, or otherwise) of Resources, and SA Sellers maintain the ownership they otherwise have as Sellers on the SA Marketplace. As described below, SA Sellers only license Qualifying Resources to SA, which allows us to host SA Seller’s Qualifying Resources on a new platform and provide them as part of the School Access service. To that end, SA Sellers hereby grant SA a limited, non-exclusive, worldwide, royalty-free, assignable and transferable license to store, display, reproduce (for example, in order to make Resources available throughout the School Access Services and be able to provide copies to individual School Users who Access a Resource), reformat and modify (for example, to be able to make technical changes to the file in the background, and/or to add protective layers or other content such as notices on top of a Resource to protect them against misuse), provide access to and otherwise use all Qualifying Resources to provide the School Access Services, in their current form or any future form they may take. The rights granted in this section extend to all current Qualifying Resources and any Resource that was previously, but may no longer be, a Qualifying Resource in order to enable a School User who has already Accessed such a Resource continued use of the Resource for the remainder of such School User(s)’ School Subscription. b. To School Users. SA Sellers grant School Users a non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable limited license to use Accessed Resources for their individual and instructional use for the internal purposes of the School for the duration of the School User’s current School Access Subscription (which may, for clarity, exceed the Enrollment Term). c. Effect of Resource Deactivation. If an SA Seller or SA deactivates one or more of a Seller’s Qualifying Resources, i) as of the date of deactivation, the deactivated Resource will not be considered a Qualifying Resource and will no longer be available in the School Access Catalog to School Users who did not previously Access it, and ii) if the deactivated Resource has already been Accessed by one or more School Users it may still be accessible to such School Users for the remainder of the School User’s current School Access Subscription. d. Effect of Store Closure. Subject to Section(3)(b) above, if an SA Seller’s store or Account is closed by the Seller or by SA, i) any outstanding School Access Earnings for Access occurring up to the date the Seller’s Account or store was closed will be paid in the next monthly Payout, ii) the Seller will receive no School Access Earnings for any remaining months of the Enrollment Term, and iii) all of the Seller’s previously Qualifying Resources will be treated in accordance with Section 4(c) above. 5. No Warranties. Participation in School Access is at your own risk. SA makes no, and hereby disclaims any and all warranties of any kind, express or implied. We cannot make any guarantees as to the number of Schools that may subscribe to School Access, the amount you may earn in School Access Earnings in any particular month, or any other result or impact, tangible or intangible as a result of your participation. SA will not be liable to you for any loss, damage, or harm you may suffer as a result of your participation in School Access. 6. Indemnification. You are responsible for the content of your Resources and agree that you will indemnify, defend, and hold harmless SA, its agents, employees, officers, and directors from and against any and all costs, expenses, damages, judgments, and liabilities (including reasonable attorneys’ fees) resulting from allegations, threats, claims, suits, or other proceedings brought by third parties relating to your Resource(s) in whole or in part, including any claims of infringement on the intellectual property rights, privacy or publicity rights, or any other rights of any third party. 7. The Flex Catalog. The terms of this Section 7 apply to SA Sellers who are eligible and opt to participate in the Flex Catalog for TPT School Access -- a sub-catalog of Resources from the School Access Catalog for which Sellers are paid a pre-set monthly earnings rate per included Resource in accordance with subsection (c) below (rather than Access-based earnings as described in Section 3.a of these SA Terms above) (hereinafter referred to as “Flex Catalog”). Except for and only to the extent of any conflict between this Section 7 and the remaining SA Terms where this Section 7 shall control, Flex Catalog Resources remain subject to the SA Terms (including for example the license grants in Section 4 of these SA Terms) and Qualifying Resource shall be read to include Flex Catalog Resources where applicable.