TERMS OF SERVICE
Last updated: Jun 13, 2021
Welcome to LEARND.online, the marketplace that celebrates creativity and promotes accessibility to learning resources.
TecTech Pte Ltd DBA LEARND.online (referred to in this policy as “LEARND.online”, “LEARND”, “us”, “we”, or “our”) has adopted the following Terms of Service which govern your relationship with us 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 LEARND.online and related subdomains (together, the “LEARND.marketplace”), any affiliated web pages we may host (which together with the LEARND.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”).
Users of the LEARND.marketplace include members who have registered for a LEARND account (“Account”) (“Members”) and visitors who browse the marketplace without registering for an Account (“Visitors”). (Visitors and Members together are our “Users”.)
The LEARND.marketplace offers an open platform for creators and Users to discover, buy, sell, and share their original content for teaching and learning, and supplies for creating such works (“Resources”). Resources may include electronically delivered files, digital products, streaming video, and other product types. LEARND 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.” LEARND at no time owns or sells Resources for or on behalf of our Sellers.
By using our Services as a Visitor, Member, or in any other manner, you agree to follow these Terms, including and any other terms or policies which are incorporated as part of these Terms.
1. Registering an Account and becoming a Member
This section provides information on who’s eligible to join our community, how to create an account, and the types of accounts we offer. To use many of the features of our Services, we require you to register as a Member with us. Some Members post, share, and sell Resources (Sellers), other Members use their accounts only to browse, purchase, and download Resources (Buyers), and some do both.
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, organisation, government, business, or other entity, the person whose email address is associated with the Account must have the authority to bind the entity to this Agreement.
If your Account has been closed by LEARND, 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 authorised it. If you believe that your Account has been accessed by an unauthorised person, please change your passwords and contact our Customer Support team immediate at [email protected].
C. MEMBERSHIP TYPES
Buyers. You can join LEARND 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, 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 (“Authors”) and organisations or entities offering materials produced by one or more employees or commissioned authors (“Publishers”). LEARND 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 features of Buyer Memberships plus the ability to upload and sell Resources, access sales data, access marketing features and tools, and access additional information and communication features.
D. MEMBERSHIPS & FEES
Purchases, taxes, and fees. You are responsible for paying any amounts due, including any applicable taxes, when you make purchases on LEARND. When you purchase on LEARND, you will be charged (in Singapore Dollars, SGD) 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. LEARND is not responsible for the information provided by our Sellers and does not guarantee the accuracy of sales tax calculations. 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, upgrade to a Seller Membership.
Sellers. As part of our intent to encourage sharing of knowledge and creativity, registration as a Seller is free. In line with the win-win mentality, LEARND will only charge Fees upon successful transactions. This includes transactions between the Seller and Users, as well as Seller with LEARND.
“Fees” include (1) platform fees incurred from hosting and processing each transaction (“Platform Fees”), and (2) fees charged per Resource sold (“Commission”).
“Commission” is defined as the percentage of the sale price you earn for each Resource you sell through the LEARND.marketplace. The applicable Commission is applied only to the sale price of each Resource at the time sold, before any Platform Fees or Taxes are applied. See Section 5 for additional information on Marketplace Earnings and Payouts.
We may, at our discretion, make changes to the Memberships we offer, the privileges and features available to each Membership, as well as the Fees associated with each Membership at any time.
In advance of changes in any Fee, we’ll notify all affected Users at the email address associated with the account in accordance with these Terms. Changes in Commission will be applied to all affected Sellers as of the stated effective date of the change.
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.
These Terms are the entire agreement between you and LEARND, and they govern your relationship with LEARND. Becoming a Member of our Services does not create any agency, employment, or partnership relationship between you and LEARND. LEARND is not the employer of and does not act as an agent for any Member.
F. ACCOUNT CLOSURE
Closure by LEARND. We may, in our discretion, close or suspend the Account of any Member at any time for any reason, with or without notice.
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 LEARND to close your Account so that it cannot be reopened upon login, please write to us.
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. LEARND Community
It’s important to us that LEARND is and always a safe, supportive, collaborative community for users to share and discover new and better ways to teach. This section outlines the rules you need to follow when using LEARND whether you’re buying, selling, downloading free resources, or just browsing. Basically, be respectful and kind, follow the law, and use common sense.
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, 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 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. 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 here, and current Referral Program here.
We are under no obligation to offer Rewards Programs 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
LEARND 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
LEARND Sellers own their Resources. As a Buyer, you gain certain rights to use them for limited purposes. This section describes the agreement between you and the Sellers you purchase from, and lets you know what you can do with Resource licenses you buy on LEARND and the types of licenses available.
A. IN GENERAL
License. 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 Organisation, or purchased for you as a gift or on your behalf by another 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, a teacher who purchases an Individual License can use such Resource, in accordance with this section, for her or his lifetime but cannot transfer the use of such Resource to another teacher during or 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 Organisation purchasing on behalf of a teacher. 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 teach your children or students.
- Print and make copies of downloadable Resources as necessary for Personal Use. Copies may be made and provided to your students, classroom aides, and substitute teachers 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.
C. LIMITATION ON ACCESS
Downloadable Resources. LEARND cannot guarantee continuous access to any Resource through our Service. For example, if at any time, LEARND stops hosting a Resource for any reason or you or LEARND terminates, suspends, downgrades, or otherwise limits your Account or access to LEARND’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.
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 LEARND closes your account, or if LEARND stops hosting the Resource for any reason.
4. Intellectual Property
This section describes what content on the site belongs to us and is protected as our intellectual property, what belongs to you, and the rights you grant us to use your 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 are 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 LEARND. Some parts of our Services allow you to upload or post Content. You retain any intellectual property rights that you hold in that Content. LEARND 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, 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 LEARND, 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 LEARND closes, suspends, or otherwise limits your Account or access to the Services, or downgrades your Account from Seller 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 have not previously purchased them. If you or LEARND 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 take place, LEARND 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. LEARND will continue to display your Communications unless you remove them from the Services before terminating your account. Upon deletion, the Communications will no longer be displayed on our Services, but we may continue to store a copy of them in our databases.
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 further described in this Section by Members of the LEARND.marketplace and each of their respective students (collectively, “Digital Users”). If you do not participate as described in the Seller Participation Options paragraph below, the terms in this Section do not apply to you.
Seller Participation Options. Sellers may be able to opt-in by taking action through their LEARND Account or through another mechanism provided by LEARND 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 LEARND and Digital Users.
Additional Rights granted to LEARND. Sellers grant LEARND 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, LEARND 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):
- LEARND may designate the Seller’s Resources as Digital Resources throughout the Services.
- LEARND may use the Seller’s Digital Resources as needed to enable the use of Digital Resources with Digital Services, including for example — adjusting, reformatting, and modifying Digital Resources (for example to convert them to a digitisable 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, LEARND 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 Section 4(B).
- LEARND may make Digital Resources available to and facilitate the 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 customise (“Digitise”) 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 (“Digitised Content”). For clarity, Digitising 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 Digitised Content for Personal Use in accordance with available Digital Services functionality, and share or assign Digital Resources and/or Digitised 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 Digitised Content to the extent Digitised 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 LEARND store, or otherwise exercising an option, as available, to disable the 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.
5. Payment, Marketplace Earnings, & Payouts
This section provides information on making and receiving payments, our refund policy, and how and when Sellers get paid for the Resources they sell through our Services.
A. PURCHASING TERMS & REFUNDS
Refund Policy. When you list a Resource or make a purchase on LEARND, you agree to our Refund Policy. Except as provided in 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 authorise 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, Stripe Account, LEARND Account credit, or the available balance on a valid LEARND Gift Card. We accept payments in Singapore Dollars (SGD). 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 LEARND (including Resources, LEARND Gift Cards, Account credit, 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 authorised to make the purchase and to use the payment method and billing information you’ve provided. You further agree that LEARND may charge your payment method the amount due, which will be in Singapore 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 LEARND 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. At our discretion, we may take further action against your Account.
B. MARKETPLACE EARNINGS & PAYOUTS
Marketplace Earnings. For each sale through the LEARND Marketplace, Sellers earn the remaining amount of transaction (“Marketplace Earnings”) after subtracting the Commission and Platform Fees as stated in Section 1.D. Marketplace Earnings together with any other earnings Sellers can receive through our Services are referred to as “Total Earnings”. For details on our Seller Membership options, and the Fees, 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 that 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”). You can find a list of supported Payment Services here. 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-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 LEARND.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.
We issue Payouts after 14 days since the day of the sale transaction. 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, or when a refund request is raised. 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
You may have and are responsible for the collection and/or payment of any sales tax you may owe.
Seller Obligations. By operating as a Seller on LEARND, and whether or not you opt to use any third-party 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 LEARND provides to you to the appropriate taxing authorities in accordance with applicable laws. LEARND is not responsible for and will not remit collected sales taxes.
- 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 LEARND 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 LEARND’s control, and you acknowledge that LEARND 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 LEARND 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 LEARND, 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.
LEARND’s Obligations. LEARND will calculate, collect, and remit sales tax on applicable orders where laws require us to do so. You hereby authorise and permit LEARND to enforce these requirements on your behalf.
6. Your Privacy
This section describes how we protect your personal information and how you can report a violation of your privacy.
B. HOSTED CONTENT
We do not control and are not 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 [email protected] or by using our Contact Us form for assistance.
This section describes what happens if LEARND gets sued because of something you did. We hope that never happens, but if it does you agree to defend LEARND against liability for your actions.
You agree to indemnify, defend, and hold harmless LEARND, 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
We work very hard to provide the best experience possible to every user, but we’re not able to guarantee that things will always work perfectly or that the site will always be available. LEARND is offered “as-is” and “as available” without any guarantees.
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 cannot guarantee that any or all features will always work, or that our Services will be continuously available.
LEARND 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. LEARND (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 LEARND (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) UNAUTHORISED 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.
LEARND’S LIABILITY TO YOU OR ANY THIRD PARTY SHALL BE LIMITED TO (A) THE TOTAL AMOUNTS PAID BY YOU TO LEARND DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR ACTION ALLEGEDLY GIVING RISE TO SUCH LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00 SGD), WHICHEVER IS THE LESSER AMOUNT.
Content. The Resources and Communications on our Services are uploaded or posted by our Members. LEARND 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 LEARND. LEARND 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 LEARND 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 LEARND. When you access third party websites, you do so at your own risk. LEARND 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 these and other 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.
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
In this section, you’ll find additional rules for using LEARND such as what happens if there is a dispute between you and LEARND and certain modifications for government Users.
A. DISPUTES WITH LEARND
In the case of a dispute between you and LEARND 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 LEARND 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 Singapore International Arbitration Centre (SIAC) 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 SIAC rules. To the extent permitted under SIAC 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 arbitration. YOU AND LEARND 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 LEARND 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 the completion of the arbitration.
Governing Law. These Terms are governed by the laws of Singapore without regard to principles of conflict of law, and regardless of where you are located in the world.
Venue. LEARND is located in Singapore. Any dispute subject to Binding Arbitration will take place in Singapore. For any other judicial action that may arise between you and LEARND, or for which our Binding Arbitration clause is found not to apply, both you and LEARND agree to submit to the venue and personal jurisdiction of the state and federal courts located in Singapore.
B. NO WAIVER
Any failure by LEANRD 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.
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 Singapore and are using LEARND in your official capacity, the following amendments to these Terms apply:
Governments & Entities. If you are a government or part of a 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.
LEARND 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. LEARND 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 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.
11. Survival of Terms
Some parts of this agreement stay in effect even if you decide to stop using LEARND or if LEARND closes your account.
The following provisions survive if you cease using our Services or your Account is closed by you or by LEARND 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.
- 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 LEARND. Any legal action that might arise between you and LEARND related to your use of LEARND is governed by the provisions of Section 10.A of these Terms.
- Warranty Disclaimer, Limitation of Liability, and Indemnity (Section 7 and Section 8). LEARND’s warranty disclaimer remains in effect, you can’t hold LEARND liable for losses or damages due to your use of LEARND, and you still have to defend LEARND against legal action arising from your use of the Services.