TERMS AND CONDITIONS

Terms of services

The Teach Element LLC d/b/a Study Elements (referred to in this policy as “Study Elements”, “SE”, “us”, “we”, or “our”) has adopted the following Terms of Service which govern your relationship with SE 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 Studyelements.com and related subdomains (together, the “SE Marketplace”), any affiliated web pages we may host (which together with the SE Marketplace, we refer to in these Terms as the “Sites”), our mobile applications (“Apps”), and any other services we might offer (together the Sites, Apps, and related services are our “Services”).

Please note that of these Terms describes what happens in the event of a dispute between you and SE, 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 SE Marketplace offers an open platform for college students, professors and experts and to discover, buy, sell, and share their original content for study materials and learning, and supplies for creating such works (“Resources”). Resources may include electronically delivered files, digital products, streaming video, physical or used goods, and other product types. SE 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.” SE at no time owns or sells Resources for or on behalf of our Sellers.

Users of the SE Marketplace include members who have registered for a SE account (“Account”) (“Members”) and visitors who browse the marketplace without registering for an Account (“Visitors”). (Visitors and Members together are our “Users”.)

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 SE, 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@studyelements.com so we can help.

C. MEMBERSHIP TYPES

Buyers. You can join SE 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 (“Teacher-Authors”) and organizations or entities offering materials produced by one or more employees or commissioned authors (“Publishers”). SE reserves the right to modify your Seller Membership type at any time at our discretion.

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.

D. MEMBERSHIPS & FEES

Purchases, taxes, and fees. You are responsible for paying any amounts due, including any applicable taxes, when you make purchases on SE. When you purchase on SE, 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. SE enables Sellers to collect sales tax on applicable orders in states where they have designated an obligation. SE is not responsible for the information provided by our 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 SE has received permission (including by having entered into a collection agreement), SE 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. SE 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”). “SE marketplace Payout Rate” is defined as the percentage of the sale price you earn for each Resource you sell through the SE Marketplace.

The Fees and Marketplace Payout Rates for each Seller Membership are at a flat 60% payout rate for each resource sold. 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.

D. RELATIONSHIP

These Terms are the entire agreement between you and SE, and they govern your relationship with SE. Becoming a Member of our Services does not create an agency, employment, or partnership relationship between you and SE. SE is not the employer of and does not act as an agent for any Member.

F. ACCOUNT CLOSURE

Closure by SE. 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 SE account at any time, without notice to us. You can close your Account from your membership account page or by contacting us.

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 SE to close your Account so that it cannot be reopened upon login, please write to us.
Communications you’ve posted on the SE 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.
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 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.

1. SE Community
A. COMMUNITY GUIDELINES

As a User of our Services, 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, issuing a refund to your Buyer, 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. We may, at any time, set additional requirements or limitations for leaving Feedback such as a minimum or maximum characters, time-based restrictions, or other requirements. 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. MONITORING CONTENT

SE 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.

2. Intellectual Property
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 SE. Some parts of our Services allow you to upload or post Content. You retain any intellectual property rights that you hold in that Content. SE does not take or claim any ownership (copyright, trademark, or otherwise) over your Content.

When you post or upload resources to our Services, you grant to us limited rights to store, use, and display, and provide access to the Content you post as necessary to provide our Services, 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.

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 SE, 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.

Effect of account closure or Resource deactivation. If you or SE 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 will no longer be available for purchase or download by Members who haven’t previously purchased them. If you or SE deletes or deactivates a single Resource Listing, that Resource will not be available for purchase or download by Members who have not previously purchased or downloaded the Resource, and the Resource Listing will no longer be displayed in your store or in search results. If any of the above situations takes place, SE will continue to store your Resource file on our servers and will continue to make it available for download by Members who have previously purchased the Resource subject to other limitations set forth in these Terms. SE 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.

SE follows academic integrity of resources that are on the website. No resource can be of a service to complete assignments or projects for a college student. Resources need to support students with honesty in supporting them to learn the content they are studying for.

C. DIGITAL SERVICES LICENSE SUPPLEMENT

These additional licensing terms apply to Sellers who create Resources for or enable their Resources to be used with digital (device-based and/or online) tools and features as available through the Services (“Digital Services”) such as the interactive resource tool that allows Resources to be turned into device-based interactive activities. Resources created or enabled for Digital Services are “Digital Resources” which can be used as further described in this Section by Members of the SE Marketplace. SE holds the right to not offer the license supplement for any reason or time frame.

Seller Participation Options. Sellers may be able to opt in by taking action through their SE Account or through another mechanism provided by SE to create Digital Resources and/or enable their Resources as Digital Resources and, as functionality permits, access and use additional Digital Services functionality. If a Seller creates Digital Resources and/or enables their Resources as Digital Resources as described in this Section, the Seller agrees and acknowledges that all of the Seller’s Resources will be Digital Resources and grants the following rights to such Digital Resources to SE and Digital Users.

Additional Rights granted to SE. Sellers grant SE the following additional rights with respect to the Seller’s Digital Resources notwithstanding anything to the contrary elsewhere in the Terms (For the avoidance of doubt, SE 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):
• SE may designate the Seller’s Resources as Digital Resources throughout the Services.
• SE may use the Seller’s Digital Resources as needed to enable use of Digital Resources with Digital Services, including for example — adjusting, reformatting, and modifying Digital Resources (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 students as needed). For purposes of this subparagraph, SE 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).
• SE may make Digital Resources available to and facilitate use of Digital Resources by Digital Users as further described herein.
Additional Rights granted to Digital Users. The Seller grants Digital Users the following additional rights with respect to the Seller’s 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 (“Digitized Content”). For clarity, Digitizing does not permit a Digital User to extract the underlying original content within the individual pages of a Digital Resource.
• Digital Users may use Digital Resources and Digitized Content for Personal Use in accordance with available Digital Services functionality, and share or assign Digital Resources and/or Digitized Content (for example through a unique link and class code combination, integrated third party application or other sharing mechanism) 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.
Effect of changes in your participation. Deleting or deactivating a Resource that has been designated as a Digital Resource, closure of your SE store, or otherwise exercising an option, as available, to disable use of your Resources as Digital Resources will cause such Resource (or Resources) to not be available as a Digital Resource to any additional Member or School purchasing or accessing the Resource after such change. Such deleted, deactivated, or disabled Digital Resource (as described in this paragraph), however, will remain a Digital Resource in accordance with this Section for any Digital User who already purchased or accessed such Resource prior to such change.

Effect of changes in your participation. Deleting or deactivating a Resource that has been designated as a Digital Resource, closure of your SE store, or otherwise exercising an option, as available, to disable use of your Resources as Digital Resources will cause such Resource (or Resources) to not be available as a Digital Resource to any additional Member or School purchasing or accessing the Resource after such change. Such deleted, deactivated, or disabled Digital Resource (as described in this paragraph), however, will remain a Digital Resource in accordance with this Section for any Digital User who already purchased or accessed such Resource prior to such change.

D. 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.

It’s our policy to close the Accounts of Members who repeatedly or egregiously violate this policy.

We comply very closely with the Digital Millennium Copyright Act (DMCA) and other laws governing the use of intellectual property.

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.

It’s our policy to close the Accounts of Members who repeatedly or egregiously violate this policy.

We comply very closely with the Digital Millennium Copyright Act (DMCA) and other laws governing the use of intellectual property.

3. Payment, Marketplace Earnings, & Payouts
A. PURCHASING TERMS & REFUNDS

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 via the option on the SE website.

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. 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 SE (including Resources, Account credit, Seller Memberships, promotional, marketing or other services which may be available to Sellers, and other products or services we may offer), 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 SE 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 SE 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 SE 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.

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 the 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 Payout Service, or make additional Payout options available.

Schedule. We issue Payouts on a monthly basis by the twenty seventh day of the month following the month in which a sale was made. For example, Marketplace Earnings related to a sale made through the SE 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. DIGITAL SERVICES LICENSE SUPPLEMENT

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 you may owe. SE Sellers may have the option to use a third party service integrated with the Services (the “Tax Services”) to enable sales tax collection on SE in states where the Seller has designated a sales tax obligation.

Seller Obligations.  By operating as a Seller on SE, 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 SE provides to you to the appropriate taxing authorities in accordance with applicable laws. SE is not responsible for and will not remit collected sales taxes for tax collected in states not designated in the list of Marketplace Collection states, or for any taxes collected in such states prior to the date on which SE first begins Marketplace Collection in such a state.
  • Product tax codes.  You acknowledge and agree that you are responsible for designating the appropriate tax codes for your Resources. Where SE 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 SE 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 SE’s control, and you acknowledge that SE 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 SE 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 SE, 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.

SE’s Obligations.  SE will calculate, collect, and remit sales tax on applicable orders in states having marketplace collection laws requiring us to do so, and in certain other states in which SE has received permission to do so (including by having entered into a collection agreement) (“Marketplace Collection”). You hereby authorize and permit SE to engage in Marketplace Collection on your behalf.

4. 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. By using SE 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 using the contact us form on the website.

5. Indemnity

You agree to indemnify, defend, and hold harmless SE, 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.

6. 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.

SE 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. SE (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 SE (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. SE’S LIABILITY TO YOU OR ANY THIRD PARTY SHALL BE LIMITED TO (A) THE TOTAL AMOUNTS PAID BY YOU TO STUDY ELEMENTS 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. SE 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 SE. SE makes no representations or warranties as to the quality, accuracy, effectiveness, legality, appropriateness, 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 SE 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 SE. When you access third party websites, you do so at your own risk. SE 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.

7. 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.

8. Other Terms
A. DISPUTES WITH SE

In the case of a dispute between you and SE 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 SE 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 SE 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 SE 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 Indiana, 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.  SE is located in Indiana with our headquarters in Indianapolis. Any dispute subject to Binding Arbitration will take place in Marion County, Indiana. For any other judicial action that may arise between you and SE, or for which our Binding Arbitration clause is found not to apply, both you and SE agree to submit to the venue and personal jurisdiction of the state and federal courts located in Marion County, Indiana.

B. NO WAIVER

Any failure by SE 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 is 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 SE 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.

SE 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. SE 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 & Entity. 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.

9. Survival of Terms

The following provisions survive if you cease using our Services or your Account is closed by you or by SE 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 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 SE. Any legal action that might arise between you and SE related to your use of SE is governed by the provisions of Section 10.A of these Terms.

• Warranty Disclaimer, Limitation of Liability, and Indemnity (Section 7 and Section 8). SE’s warranty disclaimer remains in effect, you can’t hold SE liable for losses or damages due to your use of SE, and you still have to defend SE against legal action arising from your use of the Services.

10. How to Contact Us

You can reach us by emailing admin@studyelements.com, or by submitting a message using our the contact us form in the SE website.
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