Terms & Conditions

User Agreement

The following describes the terms on which THETEACHERSVAULT.COM (referred to herein as “THE TEACHER’S VAULT,” “we,” or “us”) offer you access to our services. Your permission to use the THE TEACHER’S VAULT Service, and the licenses granted herein, are expressly conditioned upon your acceptance of these Terms of Service, and the following additional terms and conditions and policies, which are hereby incorporated by reference (collectively, the “Agreement”):

1. Intent and Description of Service

THE TEACHER’S VAULT is a web-based service available at WWW.THETEACHERSVAULT.COM. This service provides teachers and publishers with an online marketplace to buy and sell educational materials directly from and to each other, which may consist of original digital files (also referred to as “downloadable”) or physical (also referred to as “shippable”) materials created by the Partner, referred herein as “Content”. The service provided by THE TEACHER’S VAULT is referred to herein as the “Service.” THE TEACHER’S VAULT does not take ownership of any Content on the website. Persons who sell Content via the Service are referenced herein and in the Service as “Partners.” Schools, Districts or Local Education Agencies selling items are referred to as “Institutional Partners”. Persons who purchase Content are referred to hereine as “Buyers”. Schools, Districts or Local Education Agencies selling items are referred to as “Institutional Buyers”. All users who register for a free account in order to purchase or sell items are referred to as “Members”, whether or not they participate in any buying or selling activities.

This User Policy governs access to and use of the Service, whether in the capacity of a Partner, Buyer, Member or Visitor, including the finding, buying, posting or selling of Content, and participating in online forums.

By registering for a User Account as a free member as a Buyer or Partner on www.theteachersvault.com, you are entering into a legally binding agreement with I Heart Teachers, LLC., 6338 N. New Braunfels #106, San Antonio, TX 78209 based on the terms of this User Agreement and The Teacher’s Vault Privacy Policy.

2. Age Policy
You must be 18 years or older to use this site. You may use this Service if you are domiciled in the United States or Internationally. Digital sales may be conducted Internationally. Physical item or shippable item sales are allowable for U.S. and Canadian addresses only. For physical products, if you are shipping any Content or other materials to a non-U.S. address, you are not authorized to use this Service and THE TEACHER’S VAULT expressly disclaims any representations or warranties, whether express or implied, with respect to or in connection with any transactions between or otherwise involving non-U.S. users.

3. Fees, Services, Pricing, and Payments

A. Fees
Membership Fees and Service Fees. Partners who wish to sell their Teaching Content through the Service must register as a Member of THE TEACHER’S VAULT. There are no membership fees for Partners.

Partner Fees will be paid to THE TEACHER’S VAULT by the Partner for each item sold on the website as outlined below in Section 3.C.

Shipping, Handling and Processing Charges. Partners may charge for shipping, handling, and processing of the physical materials that are sold via the Service in one of two ways: (1) by including the shipping, handling, and processing method and charges in the sale price of the item; or (2) by charging a flat rate for shipping, handling, and processing of all items sold, which will be reimbursed in full to you in your automatic payout.

B. Pricing of Content
Partners are solely responsible for setting the prices of their Content distributed through the Service, including for both electronic and physical materials. Partners are obligated to sell their Content at the prices listed on the Service. Partners may input a “List Price” (which is optional and described as full price of their items typically) and a “Selling Price” (which is required and is the actual price that the item will sell for).

C. Agreement of Partner to Pay Service Fee
In consideration for the services provided by THE TEACHER’S VAULT, the Partner agrees to pay THE TEACHER’S VAULT a service fee (“Service Fee”) for all Content you sell to Buyers through the Service as outlined:

Partner will pay THE TEACHER’S VAULT 40% of the sale price of each digital file or downloadable item sold. Partner will pay THE TEACHER’S VAULT 25% of all physical or shippable items sold.

For each transaction, THE TEACHER’S VAULT will automatically deduct the Service Fee from the sale price collected from Buyers through the Service, and then will distribute the remaining amounts back to the Partner once a month (on the 1st, except when that date occurs on holidays or weekends, and the payments will go out the following business day), pending THE TEACHER’S VAULT receiving full payment for sold items. Distributions to Partners will be made via a PayPal account. All Partners must have a valid PayPal account to be paid.

Institutional Partners will be mailed a check once a month. Institutional Buyers may send in a Purchase Order to THE TEACHER’S VAULT.

THE TEACHER’S VAULT will collect payment from Buyers at the time Teaching Content is purchased through the Service; THE TEACHER’S VAULT will notify the Partner by email of the sale once payment has been verified and collected from the Buyer, and in the case of physical or shippable Content, THE TEACHER’S VAULT will provide the Partner with the Buyer’s shipping address and any other information required to fulfill the order. Provided the Partner is in compliance with these Terms payments will continue to be made.

If you are in breach of these Terms, THE TEACHER’S VAULT reserves the right to withhold any funds that would otherwise be due to you under these Terms, and either keep the funds or refund monies to the associated Buyer.

We make no representation regarding the services provided by our payment processor, and are not responsible for delays in payment caused by them.

THE TEACHER’S VAULT will not currently charge fees associated with these payments, but reserves the right to change this with notification in advance (30 days).

D. Agreement of Partner to Fulfill Orders
You agree that upon notification of a sale of Content, you will ship the relevant physical or shippable Content sold by you through the Service, in accordance with any representations made by you on the Service and/or in connection with such Content, and in any event in accordance with all applicable state and federal laws, rules, regulations, and/or industry standards. Partners are not authorized by the Service to ship to any address other than that which is provided to it by THE TEACHER’S VAULT.

E. Additional Agreements
By listing an item for sale, or uploading it to the Service, the Partner agrees to our Copyright Policy and inherently states that they have the rights to sell the downloadable Content and that downloadable Content is original to you. Partner agrees that all shippable content is original unless the Partner has the explicit authority to resell new shippable Content as a publisher or rePartner. Partner also agrees that they have the ability to ship all content and that each listing is accurate, current, and complete and is not misleading or deceptive.

Partners agree not to use or violate the Privacy Policy or all users, as stated under THE TEACHER’S VAULT privacy policy located on the website.

F. Partner Advertisements
Partners may elect to purchase promotional space on the Service. The pricing and availability of such promotional space will be publicized on the users dashboard under “Paid Promotions” (not yet on the site but coming soon). All purchases of promotional space are non-refundable. The cost of purchase will paid immediately via PayPal.

G. Agreement of Buyers to Pay for Purchases
The Buyer will have the unlimited right to download the materials from the My Purchases page. The materials will remain available for download in your online account indefinitely from the date of your purchase. You agree not to share or distribute your purchases to others via email or in any way. You agree not to post your any files downloaded from THE TEACHER’ VAULT on the internet.

You agree to pay in full for all Content purchased through the Service, and agree that THE TEACHER’S VAULT may charge your credit card or PayPal account for any Content purchased, including any applicable shipping charges. If you chose to pay via School Purchase Order, you agree that THE TEACHER’S VAULT may charge your credit card or PayPal account for any Content purchased, including any applicable shipping charges, and for any additional amounts as may be accrued to or in connection with your Member Account if the invoice submitted in connection with any School Purchase Order has not been paid within 60 days of the date on which THE TEACHER’S VAULT invoiced your school.

If the files have been made available to you, there will be NO RETURNS on purchases.

Use of the Service constitutes your acceptance of and agreement of all User Policy terms, including the Copyright Policy and Privacy Policy.

Violation of copyright and other laws of the United States, other countries, as well as applicable state laws, will cause the Member to be liable for such unauthorized use.

H. Electronic Signatures and Contracts
Your use of the Service includes the ability to enter into agreements and/or to make purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

I. Limitations.
Your direct interactions (if any) with other visitors to or Members of the Service, including the purchase of, sale of, payment for, and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and that individual. You further understand and agree that THE TEACHER’S VAULT is not involved in any actual transactions made through the Service, and that it is not the agent or representative of any Partner or Buyer (or any visitor) for any purpose whatsoever and that it is not responsible for any loss or damage incurred as the result of any such dealings or with respect to any other visitor’s or Member’s use or disclosure of your personally identifiable information. For details about our information collection practices, please see our Privacy Policy. IF THERE IS A DISPUTE BETWEEN YOU AND ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY MEMBER OR VISITOR OF THE SERVICE), THE TEACHER’S VAULT IS UNDER NO OBLIGATION TO BECOME INVOLVED, AND YOU HEREBY RELEASE THE TEACHER’S VAULT FROM ANY CLAIMS, DEMANDS, OR DAMAGES OF ANY KIND AND OF ANY NATURE ARISING OUT OF OR RELATING TO ANY SUCH DISPUTE. You agree that you are solely and exclusively responsible for any federal, state, or local taxes, including sales taxes, that might apply to any sales you make in connection with Service.

J. Transfer of Title
THE TEACHER’S VAULT does not transfer legal title or ownership of items from any Partner to any Buyer.

4. License Grants
When any Partner uploads content on or through the Service, you retain ownership of all copyright claims of the content. However, by making your content available through the Service you automatically grant THE TEACHER’S VAULT a royalty-free, perpetual, irrevocable (except as expressly set forth in this Agreement), non-exclusive, worldwide right to exercise any copyright, trademark rights or publicity rights you have in the content, in any media now known or later developed, as reasonably necessary to make the Content available through the Service.

IF YOU CHOOSE TO CANCEL YOUR MEMBERSHIP AND LEAVE THE SERVICE, AND/OR HAVE REMOVED YOUR TEACHING CONTENT FROM THE SERVICE, THIS LICENSE WILL BE DEEMED REVOKED AT THE TIME THAT YOU CANCEL YOUR MEMBERSHIP AND/OR REMOVE ALL SUCH TEACHING CONTENT. THE TEACHER’S VAULT’S LICENSE TO MAKE TEACHING CONTENT YOU HAVE SOLD PRIOR TO CANCELLATION OF YOUR MEMBERSHIP AND/OR REMOVAL OF SUCH CONTENT AVAILABLE TO MEMBERS WHO HAVE PURCHASED SUCH MATERIAL PRIOR TO CANCELLATION OF YOUR MEMBERSHIP AND/OR REMOVAL OF SUCH CONTENT SHALL SURVIVE CANCELLATION OF YOUR MEMBERSHIP AND/OR REMOVAL OF SUCH CONTENT.

Nothing in the Service or in these Terms limits the existing rights of Buyers under the Copyright Act, including but not limited to rights under Sections 110(1) (classroom teaching), 110(2) (distance learning), or 107 (fair use) of the Copyright Act (17 U.S.C. 101 et seq.). You, Partner, may wish to consider applying one of the copyright licenses made available through Creative Commons to your Teaching Content. You can find out more about these licenses at the Creative Commons website located at www.creativecommons.org.)

5. Registration Obligations
In consideration of your use of the Service, you represent that you are at least 18 years of age and are not a person barred from receiving these services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the Service’s registration form (the “Member Data”) and (b) maintain and promptly update the Member Data to keep it true, accurate, current, and complete at all times. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if THE TEACHER’S VAULT has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, without limiting any other remedies, THE TEACHER’S VAULT has the right to suspend or terminate your Member Account and refuse any and all current or future use of the Service (or any portion thereof). Please see our Privacy Policy for further information.

All Buyers and Partners must register as free members of the site.

6. Professional Conduct
As a condition of using the Service, Members and visitors agree to all of the following:

Please act in a professional, honest manner.

You must be a registered Member to buy or sell Content through the Service. As a member, you are required to select a username and password and to maintain all confidentiality of your username and password. Users are responsible for all activity that occurs under their username.

You agree that you will not attempt to, nor encourage or assist any other person to, circumvent or modify any system, security technology, or other software that is part of the Service or used to administer the rules contained in this Agreement.

Further, while using the Service, Members and visitors agree not to:

Upload, post, email, transmit, or otherwise make available any content, material, or information to, on, or through the Service that is fraudulent, unlawful, harmful, abusive, threatening, harassing, tortious, obscene, defamatory, vulgar, libelous, pornographic, profane, sexually explicit or indecent, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;

Upload, post, email, transmit, or otherwise make available to Members or visitors any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “affiliate links,” or any other form of solicitation;

Transmit any worms or viruses, spyware, malware, or any other harmful or destructive code;

Violate any applicable federal or local laws in your jurisdiction (including but not limited to intellectual property laws or tax laws);

Use the Service for any illegal or unauthorized purpose;

Impersonate any person or entity, including without limitation a THE TEACHER’S VAULT employee or user, or falsely state or otherwise misrepresent your affiliation with a person or entity;

Transmit email or any other content that includes personal or identifying information about another person without that person’s explicit consent;

Transmit email or any other content that is false, deceptive, misleading, deceitful, or constitutes “bait and switch”;

Sell stolen goods and/or materials that infringe a patent, trademark, trade secret, copyright or other proprietary rights of another person, or entity or that violate any rights of privacy or publicity, or that defame or libel any person or entity, or offer content that you do not have a right to make available under any law or under contractual or fiduciary relationships (including without limitation any goods purchased or obtained by you without right of resale such as promotional materials or school market-restricted materials);

Provide materials or any other content for download that contain viruses or any other code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

Disrupt the normal flow of dialogue with an excessive number of messages (flooding attack) to the Service, or in any manner that otherwise negatively affects Members’ and visitors’ ability to use the Service;

Attempt to gain unauthorized access to THE TEACHER’S VAULT’ computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service;

Attempt to regain access to THE TEACHER’S VAULT following a ban or account termination, including without limitation by means of opening or attempting to open a new account under the same or different UserName;

“Stalk” or otherwise harass anyone on or through the Service;

Collect any personally identifying data about Members or visitors for commercial or unlawful purposes; or

Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service, except for internet search engines and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file, or that are “well-behaved” web services/RSS/Atom clients. We reserve the right to define what we mean by “well-behaved,” and to develop, invoke, or utilize any means to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of any automated means you may use to access the Service.

7. Inappropriate User-Submitted Content.
THE TEACHER’S VAULT prohibits certain user conduct and content described above and, without obligation, will use reasonable efforts to eliminate such conduct and content from the Service. Nevertheless, you acknowledge and agree that (a) THE TEACHER’S VAULT is not and cannot be responsible for any content, information, or materials posted by users on the Service, (b) you may be exposed to any such materials, information, or content, and (c) you must bear all risks associated with the exposure to and/or use of any such materials, information, or content, including without limitation any reliance on the accuracy, completeness, or usefulness of such materials, information, or content. Without limitation of the foregoing, THE TEACHER’S VAULT has the right to, but may or may not, pre-screen and/or monitor content posted on the Service, and without limiting any remedies, may remove, edit, move, or close, in whole or in part, any content, information or materials, or thread or posting in any chat room and/or similar feature on the Service, at any time for any reason, in THE TEACHER’S VAULT’ sole discretion.

8. Links to Other Sites and Resources.
The Service contains links to other websites or resources. THE TEACHER’S VAULT has no control over such external sites and resources. You agree that (a) THE TEACHER’S VAULT is not responsible for the availability or accuracy of such external sites and resources, and (b) THE TEACHER’S VAULT does not endorse nor is it responsible or liable for any content, advertising, products, services or materials on or available from such external sites and resources. Any reliance on the contents or services of such an external website or resource is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.

9. Copyright Policy
We respect the intellectual property rights of others, and we ask that our Members and users do the same. It is our policy to disable access to or remove material that we believe in good faith to be infringing on a copyrighted work. We also disable and/or terminate the accounts of users who we believe in good faith are repeatedly infringing copyrighted works. Our Copyright Policy has been developed in accordance with the Digital Millennium Copyright Act (DMCA), and other applicable laws, and is available HERE. By accepting these Terms of Service, you agree to be bound by our Copyright Policy, which is by this reference expressly incorporated into this Agreement.

10. Privacy Policy
To review our Privacy Policy, please click HERE. By accepting these Terms of Service, you agree to be bound by our Privacy Policy, which is by this reference expressly incorporated into this Agreement.

11. Indemnity
By accepting this Agreement, you agree to indemnify and hold THE TEACHER’S VAULT and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any and all claims, demands, liabilities, expenses, or tax assessments, including reasonable attorneys’ fees, arising out of any claim made by any third party or any action taken by any governmental or regulatory body (including, without limitation, the Federal Trade Commission or any state attorney general), due to, arising out of, or relating to (i) any product, content, information, or materials that you submit, sell, purchase, post, transmit, provide, or otherwise make available through the Service, (ii) your use of the Service, (iii) your connection to the Service, (iv) your actual or alleged breach of this Agreement (including our Copyright Policy and Privacy Policy), (v) your actual or alleged infringement of any third party intellectual property or proprietary rights, or (vi) your actual or alleged violation of any applicable laws, rules, regulations, or rights of another.

12. Warranty Disclaimers
YOU AGREE THAT THE SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF THE SERVICE PROVIDED BY THE TEACHER’S VAULT SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TEACHER’S VAULT, ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE, THE SERVICE, AND YOUR ACCESS TO AND USE THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE TEACHER’S VAULT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CREDIBILITY OF THE MEMBERS OF THE SERVICE; THAT MEMBERS WILL PERFORM AS PROMISED; ABOUT THE TRUTHFULNESS, ACCURACY, OR COMPLETENESS OF THE SERVICE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SERVICE; ABOUT THE AVAILABILITY, QUALITY, CHARACTERISTICS, LEGITIMACY, FUNCTIONALITY, PRICING, SHIPPING, DELIVERY, SECURITY, OR SAFETY OF ANY PRODUCTS OR CONTENT (INCLUDING, WITHOUT LIMITATION, ANY TEACHING CONTENT) LISTED FOR SALE ON THIS SERVICE; OR ABOUT ANY PRODUCT DESCRIPTIONS OR PRODUCT LITERATURE. THE TEACHER’S VAULT ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE CONTENTS OF THE SERVICE OR ANY PRODUCTS LISTED FOR SALE ON THE SERVICE ARE FIT FOR ANY PARTICULAR PURPOSE OR WILL MEET ANY USER’S REQUIREMENTS, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY PRODUCT OR CONTENT POSTED, EMAILED, TRANSMITTED, SOLD, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE. THE TEACHER’S VAULT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND THE TEACHER’S VAULT WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES (INCLUDING ANY PARTNERS OR TEACHER-BUYERS). AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. ADDITIONALLY, THE TEACHER’S VAULT IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOST PROFITS THAT RESULT FROM MEMBERS DIRECTLY CONTACTING OTHER MEMBERS OR FOR ANY DAMAGES OR LOST PROFITS RESULTING FROM TRANSACTIONS CONDUCTED OUTSIDE OF THE SERVICE, INCLUDING TRANSACTIONS THAT MAY ORIGINATE THROUGH THE SERVICE BUT ARE TAKEN OFFLINE OR OUTSIDE OF THE SERVICE.

13. Limitation of Liability
YOU AGREE THAT THE TEACHER’S VAULT, ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND/OR AGENTS 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, OR 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. THE TEACHER’S VAULT’ LIABILITY TO YOU OR ANY THIRD PARTY SHALL IN NO EVENT BE, IN THE AGGREGATE, GREATER THAN THE LESSER OF (A) THE TOTAL AMOUNTS PAID BY YOU TO THE TEACHER’S VAULT DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR ACTION ALLEGEDLY GIVING RISE TO SUCH LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00).

YOU HEREBY ACKNOWLEDGE THAT YOU UNDERSTAND THAT BY ACCESSING AND USING THE SERVICE AND AGREEING TO THE TERMS OF THIS AGREEMENT, YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. IF YOU ARE A CALIFORNIA RESIDENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, WHICH PROVIDES AS FOLLOWS: “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.” FURTHERMORE, IF YOU ARE A RESIDENT OF ANOTHER STATE OR JURISDICTION, YOU AGREE TO WAIVE IN ADVANCE ANY SIMILAR LAWS OF SUCH OTHER STATE OR JURISDICTION.


14. Termination
We reserve the right to suspend or terminate, or take any other action or remedy that we deem reasonable, appropriate, or necessary, in our sole discretion, with respect to your Member Account immediately, without prior notice or liability, for any reason. If we terminate your account, your right to use the Service will immediately cease. You may terminate your Member Account at any time and for any reason, and we will make available through the Service reasonable means for you to do so. When these terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to , ownership provisions, licenses, warranty disclaimers, indemnity, and limitations of liability.


15. Miscellaneous Provisions
- Ownership of Site. This site is owned by I Heart Teachers LLC and/or, in the case of certain features, its third party service providers, and unless otherwise indicated the contents of this site are the property of I Heart Teachers LLC Inc. and are protected, without limitation, pursuant to U.S. and foreign copyright and trademark laws. Except as otherwise specifically provided in connection with certain features of the Service, no material from this site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy of the materials on any single computer for your personal non-commercial use only, provided you keep intact all copyright and other proprietary notices. Modification of the materials or use of the materials for any other purpose is a violation of I Heart Teachers LLC’s copyright, trademark, and trade secret rights and others’ proprietary rights. For purposes of this Agreement, the use of any such material on any other website or networked computer environment is prohibited.

- Entire Agreement. The Terms of Service, including THE TEACHER’S VAULT’ Copyright Policy and Privacy Policy, which are incorporated by reference above, constitute the entire agreement between you and THE TEACHER’S VAULT and governs your use of the Service.

- No Agency. THE TEACHER’S VAULT is not the agent or representative of any site users (including, without limitation, any Teacher-Partners, Publisher-Partners, or Teacher-Buyers), nor does it operate under their authority for any purpose. THE TEACHER’S VAULT is simply a service provider that offers users the technological means to communicate with each other, sell goods to each other, and buy goods from each other.

- Governing and Applicable Law. The Terms of Service will be governed by and construed in accordance with the laws of the State of Texas, in the United States of America, without regard to its conflict of law provisions. The Service is operated by I Heart Teachers LLC from its offices in Texas, in the United States of America. THE TEACHER’S VAULT makes no representation that materials or content on the Service are appropriate or available for use in other locations. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from this site is further subject to United States export controls. No software from www.theteachersvault.com may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria or any other country to which the United States has embargoed goods; (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (iii) in any other manner that violates U.S. law. By downloading or using any software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

- Dispute Resolution: Any dispute arising out of or relating to these terms or the Service shall be submitted exclusively to confidential binding arbitration in Texas, except that to the extent you have in any manner violated or threatened to violate THE TEACHER’S VAULT’s intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Texas. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Texas. Arbitration under these Terms of Use shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. If a suit, action, arbitration or other proceeding of any nature whatsoever is instituted in connection with any dispute or controversy arising out of or related to the subject matter of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party, in addition to any other available remedy, all reasonable costs, including without limitation court costs, attorneys’ fees, and other expenses incurred in such proceeding.

- Waiver and Severability. The failure of THE TEACHER’S VAULT to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of this Terms of Service shall be held unlawful, void, or unenforceable for any reason, then that provision shall be deemed severed from this Terms of Service and shall not affect the validity and enforceability of the remaining provisions. The severed provision shall be deemed modified so that its purpose can be lawfully effectuated and enforced.

- Notices. THE TEACHER’S VAULT may provide you with notices, including, without limitation, those regarding changes to the Terms of Service and other service-related announcements, by email or postings on the Service.

- THE TEACHER’S VAULT may change or amend these Terms. If we make material changes, we will notify you, either through the user interface, in an email notification, or through other reasonable means. Your use of the Service after the date such change(s) become effective will constitute consent to the changed terms. If you do not agree to the changes, you must immediately stop using the Service. Otherwise the new terms will apply to you.

- Future Changes in the Service. THE TEACHER’S VAULT reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the Service or any part thereof with or without notice. THE TEACHER’S VAULT will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

- Assignment. THE TEACHER’S VAULT may assign this agreement to any successor or purchaser of THE TEACHER’S VAULT or all or substantially all of its assets.

- Headings. Section titles and headings in this Agreement are for convenience only, and have no legal or contractual effect.

- Trademarks. I Heart Teachers LLC Inc., the I Heart Teachers LLC logo, THE TEACHER’S VAULT, the THE TEACHER’S VAULT logo, and other THE TEACHER’S VAULT logos and names are trademarks of I Heart Teachers LLC You agree not to display or use these trademarks in any manner without prior, written consent of I Heart Teachers LLC.

- Contact Information. Please send any questions or comments, for Customer Service, or to report any violations of this Agreement, to support@theteachersvault.com.