LANGUAGE LEARNING MARKET CO.

WEBSITE TERMS OF USE

Last Modified: August 27th, 2020

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Language Learning Market Co. (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of LANGUAGELEARNINGMARKET.COM, including any content, functionality, and services offered on or through LANGUAGELEARNINGMARKET.COM (the “Website”), whether as a guest or a registered user. We provide an online marketplace as a venue where users (“Users”) can buy and sell digital educational resources such as activities, lesson plans and posters as instant printable downloads and physical educational products to be shipped like puzzles, blocks, toys and games (“Resources”). Our Website allows for a consumer (“Consumer”) to purchase Resources from creators and other entities providing Resources on the Website (“Store Owners”). 

The Language Learning Directory Directory.LanguageLearningMarket.com. The Language Learning Directory is an educational industry directory. It is a free online research guide for parents and educators. Users can search and read reviews for global online learning companies, educational businesses, and schools in multiple languages. Businesses can claim their listings, pay for advertising space and subscriptions to the service. 

By using our Services as a Visitor, Member, or in any other manner, you agree to follow these Terms, including the terms of our you accept and agree to be bound and abide by these Terms of Use, our Privacy Policy, and our Copyright & Trademark Policy, incorporated herein by reference. If you do not want to agree to these policies, you must not access or use any part of this Website.

This Website is offered and available to users who are 13 years of age or older. By using this Website, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Store Owner Responsibilities

Store Owner is solely responsible for communicating in a timely manner with customer inquiries, maintaining strong customer service standards, order processing, shipping, refund processing, returns and exchanges, and all dispute resolution within 3-5 days of a customer request. Language Learning Market reserves the right to terminate an account or close a shop for any reason, including for a violation of these Terms of Use. 

Store Owner represents and warrants that Store Policy will be clearly outlined with regards to:

• Shipping and Processing Times
• Returns, Exchanges and Cancelations
• Your Store Private Policy

Product Return Policies will reflect clearly if returns are accepted, the return period and terms of returns, exchanges and refunds for both digital and physical products. Sellers are responsible for their own policies and the customer service associated with those policies;  the processing of refunds, exchanges, and returns 

Owner represents and warrants that Product Return Policies  will be clearly outlined with regards to:

• Conditions of returns and exchanges
• Time frame in which a return or exchange can be completed
• Shipping costs on returns
• Cancellation policy
• What items cannot be returned or exchanged
• Product licensing information (copyright, fair use, IP rules)

Content Guidelines

Your content must adhere to these content guidelines, which may change over time. We reserve the right to make judgments about whether content is appropriate. In an effort to provide the best customer experience, we may choose not to offer your content or otherwise restrict its availability. These guidelines apply to all resource content, including cover images, preview files, and resource details. We may also terminate your account with the Language Learning Market if you don't adhere to these content policy guidelines. If after we have suspended or terminated your account, you submit the same or similar content through a separate account, we reserve the right to terminate that account.

Store Owner is solely responsible for its uploaded Resources and the consequences of submitting and marketing them on the Website. Store Owner represents and warrants that:

• Store Owner is either the sole and exclusive owner of the applicable Resource or Store Owner has all rights, licenses, permissions, consents, and releases that are necessary to upload and publish such Resource on the Website.
• The uploaded Resources, and use of the uploaded Resources by us and Consumers, do not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, rights or privacy or publicity, or any other intellectual property or proprietary right and will not result in the violation of any applicable law or regulation.
• Resources uploaded do not and will not violate, or encourage any conduct that would violate, any applicable law, rule, or regulation or would give rise to civil liability.
• Resource Details are accurate and not misleading with business promotion and external links to promotions, advertisements or 3rd party websites.. All links in a resource will navigate correctly to the place where the customer would expect them to go. Links that lead to unnecessary, confusing, or disruptive content that takes customers away from the main purpose of your resource can result in a poor customer experience.
• Resource material is correct and accurate in line with educational standards and of good quality; and
• Store Owner and such applicable Resource will comply with all applicable laws, rules, and regulations.

The Website is intended to allow Store Owners to market educational content with a wide audience and Store Owners should only upload Resources that have educational value.

Public domain and other non-exclusive content: We do not accept public domain content or content which is undifferentiated or barely differentiated from one or more other resources. We do not accept content that is freely available on the web. Nor do we accept resources that are licensed under Creative Commons.

Store Owners should follow community standards of common sense and good taste. We reserve the right to determine whether the content you submit is appropriate for the Language Learning Market. Resources that contain sexual content or graphic depictions of violence; promote dangerous and hateful behavior or harassment; or include profanity are not eligible for this website. Store Owner therefore agrees that it will not upload any Resources that:

• Are profane, obscene, or otherwise offensive, including inappropriate content like nudity, pornography, or sexually explicit content;
• Depict violence, or harass, threaten, defame, or abuse others;
• Promote discrimination, racism, hatred, harassment, or harm towards an individual or group of people;
• Illegally exploit images or likenesses of minors;
• Promote illegal or harmful activities or substances;
• May be harmful to others or to our operations or reputation, including content that offers or disseminates fraudulent goods, services, schemes, or promotions;
• May damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.

This should not be construed as an exhaustive list of prohibited Resources but rather as general guidelines.

Resources for purchase on the Website should provide a positive customer and educational experience. We reserve the right to determine whether a Resource provides a poor customer and/or educational experience and if so, to remove that Resource from the Website at our sole discretion.

We aim to provide the best possible Resources for Consumers. We have a zero tolerance policy for Resources or Resource Details meant to advertise, promote, mislead, or that don’t accurately represent the contents of the Resource. Please ensure your Resource Details do not result in inaccurate or overwhelming search results, or impair a prospective Consumer’s ability to make good buying decisions.

Language Learning Market reserves the right to terminate an account or close a shop for any reason, including for a violation of these Store Terms. Language Learning also may remove products for any reason, including for a violation of these Terms of Use.

Licensing of Digital Resources - Personal Educational User License Agreement

Customers Rights: When you purchase a Resource, you’re purchasing a license to use the Resource in accordance with the terms set forth in the Resource listing. Store Owners own and maintain the intellectual property rights of their Resources and grant Consumers a limited license to use such Resources as described in this section.

Use of Resources. Upon your access or download of any Resource and payment of any applicable fees (including applicable taxes), the Content Provider grants you a non-exclusive right to view, use, download, and print such Resource solely for your personal, non-commercial use. For example, you may use the Resource for your own household’s study or to teach in your own classroom, but you may not sell it to or share it with another teacher for use in that teacher’s classroom. A Resource is licensed, not sold or transferred, to you.

Limitations. Unless specifically indicated otherwise, you may not sell, rent, lease, transfer, distribute, broadcast, sublicense, or otherwise assign any rights to the Resource or any portion of it to any third party, and you may not remove or modify any proprietary notices or labels on the Resource. In addition, you may not attempt to bypass, modify, defeat, or otherwise circumvent any digital rights management system or other content protection or features used as part of the Service.

Your use of any Resource, regardless of license type and whether the license is purchased by you, transferred to you by your organization, or purchased for you as a gift or on your behalf by your school or other entity, is subject the Terms of this Personal Educational User License Agreement. In addition, you agree to comply with any additional terms the Store Owner provides in the Resource listing. In the event of any conflict between the Terms of Use and a Store Owner’s terms, the Terms of Use will govern, except that Store Owners may grant certain additional rights to their Resources.

Store Owners Rights: When a Resources is uploaded to the Website, you are making them available to Language Learning Market and prospective Consumers as under a Personal Educational User License for your resources. You also hereby grant each User of the website a non-exclusive license to access your Content through the website, as permitted through the functionality of the website and under these Terms of Use and applicable License. You grant and/or authorize Language Learning Market to grant each User of the website who purchases licenses to your resources with all the rights, and subject to all the restrictions, described in the applicable License purchased. You should review the License carefully before uploading any resources. If you wish to grant additional licenses and rights for your resources you need to Include these additional rights in the details of the product description.

Learning Market Rights: When store owners upload any resources or content to the website, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Language Learning Market a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Website and Language Learning Market business, including without limitation for promoting and redistributing part or all of the website Service (and derivative works thereof) in any media formats and through any social media and media channels.

Purchasing Terms

We may offer a variety of payment methods to pay for purchases, such as a credit and debit card. We accept payments in United States Dollars (USD). 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.

When you buy a Resource on the Website, you represent and warrant that you’re authorized to make the purchase and to use the payment method and billing information you provided. You further agree that we may charge your payment method the amount due in USD. We are not responsible for any additional fees you may be charged by your financial institution such as international transaction fees or overdraft fees.

Refund Policy: There are no refunds on Digital resources. Shop owners write and handle their own physical returns policy and upon purchase you agree to their individual policies for physical resources. Contact Store Owners for questions about refunds on specific products. If there is a disagreement, customers are encouraged to work out all disagreements with store owners. If a resolution cannot be reached, and you request the Language Learning Marketplace to intervene, you agree that all conflict resolution and refunds are at the sole discretion of the Language Learning Market, and that we have no ability  to give refunds because Store Owners are paid directly for orders. Chargebacks to banks will result in closed accounts and Store Owners will be responsible for any fees associated with chargebacks made by customers.

Seller Plan Subscriptions: Store Owner Plans are charged once annually for the full amount. Store Owners have the right to change plans or cancel plans at any time. Once an annual plan is purchased, that plan will be in effect for a full 12 months. Plans are renewed automatically every year. Store owner annual subscription plans are not refundable for any reason.

Store Owner Payments

Seller Commission 

Store Owners earn a commission  on every resource sold. Commissions are calculated by the  applicable Store Owner / Seller Plan.

Electronic Payments

All Store Owner payments will be processed through the international banking service Stripe. Stripe  is a trusted financial services company that provides online money transfer and digital payment services. All Store Owners must open an account with Stripe  that links to a  local bank account. Click here to open your payments account with Stripe.Language Learning Market will never access to a Store Owner’s Stripe account.

Get Paid - Stripe Payments

• Stripe is a secure and private global payment gateway platform that processes all credit card payments on Language Learning Market.
• Through Stripe, Store Owners are paid immediately and directly after an order is processed. Store Owners must have a Stripe account, which is connected to a bank account, to accept payments at checkout.
• Seller commissions, applicable sales/VAT taxes, and all shipping charges will be deposited directly to the Store Owners Stripe account.
• Store Owners pay payment processing fees on the TOTAL order; including shipping, taxes, and all commission. Stripe fees vary depending on the location of buyer, seller, and currency used. Stripe fees start at 2.9% + .30 Transaction fee per order.
• Sign in to an existing Stripe account or create a new one through the verification process here.
• All questions related to a Store Owner’s Stripe account must be directed to Stripe Support.
• Stripe will deduct and pay LLM applicable sales/VAT taxes and marketplace commission fees.
• Store Owners will be responsible for any fees associated with chargebacks made by customers.

Taxes and Fees on Payouts

Additional fees may be charged by your bank and by Stripe . Bank processing fees, landing fees, currency exchange or intermediary fees may be deducted from the received amount by your bank or any other payment provider not directly associated with LLM.

Net Earnings are total payment after tax deductions and any adjustments in the marketplace currency where the sale was recorded. This includes discounts and sales or promotions that were running at the time of sale.

Sales and VAT / GST Taxes

All Sales are subject to applicable US Sales Tax and global VAT Tax Withholding and these taxes will be withheld from the applicable commission amount. Sales Tax and VAT Taxes are Store Owners Responsibility to pay.

Sales tax will be charged automatically to all orders with a shipping address in the State of Texas, USA. Language Learning Market will collect and remit this tax on behalf of all sellers in the marketplace. This is subject to change as LLM’s tax obligations change, and this section may be automatically updated to be in compliance with applicable law and tax obligations. 

If your business is responsible for collecting and paying Sales or VAT tax to an authority, please select the state or country applicable on Product Detail Pages, Taxes Tab. The average tax will be applied at checkout to orders with a shipping address in that region. Store Owners will receive the collected tax in their Stripe Payment. Store Owners are responsible for filing and paying the tax authority where they have nexus.  Store Owners are responsible for classifying their products correctly for tax purposes. Store Owners are responsible for any penalties associated with not paying the required taxes.For more information consult a tax specialist. This tax policy is subject to change and will be updated in LLM’s Terms of Use.

Except in the case of Sales Tax Collection, you may have and are responsible for the collection and/or payment of any sales tax you may owe for Resources purchased by Consumers. Store Owners may have the option to use a third party service integrated with the Website (the “Sales Tax Services”) to enable sales tax collection where the Store Owner designated a sales tax obligation. We have no obligation to provide Sales Tax Services, however.

For each sale through the Website, Store Owners earn the applicable payout commission, shipping fees and applicable taxes set forth in the enrollment process (“Earnings”). We work with third party companies which process and transfer funds for Payouts between us and Store Owners (“Payment Services”). To receive Payouts, Store Owners must have an account capable of receiving payments with a supported Payment Service (“Payout Account”). 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. We issue Payouts on a monthly basis by the last day of the month following the month in which a sale of such applicable Resource was made. We may, at our sole discretion, withhold or delay a Payout due to any Store Owner who we believe to be in violation of any of the Terms of Use.

Payment Services may assess transaction fees when making transfer  payouts to you. The Payment Service may 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.

Notifications and Emails

By providing Language Learning Market your email address, you consent to Language Learning Market using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers ("Newsletters"). Language Learning Market may provide other notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, "push" mobile notifications, written or hard copy notice, or through posting of such notice on our website, as determined by Language Learning Market in our sole discretion (in accordance with applicable law). We reserve the right to determine the form and means of providing notifications to our Users. Language Learning Market is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and our Copyright & Trademark Policy, and you consent to all actions we take with respect to your information consistent with these policies.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifiers, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Third Party Drives - Google Drive Resources

If you upload Resources from a third-party cloud storage drive, you may be asked to sign in to that account and authorize us to access your files. We will only access files on your drive which you choose to upload. No third-party account credentials or user profile data belonging to you will be accessed, retained, or shared by us.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal use only. Meaning you are not permitted to resale or give away any of the content you view or download. You are not permitted to reproduce, modify, create derivative works of, publicly display, publicly perform, republish any of the material on our Website, except as follows:

• Your computer may store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download a reasonable number of pages of the Website for your own personal use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: Copyright@LanguageLearningMarket.com.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out below in these Terms of Use.
• Using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the Language Learning Market servers than a human can reasonably produce in the same period of time by using a conventional online web browser (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from LanguageLearningMarket.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain social media feeds, customer reviews, user blog posts, message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of thier and our respective licensees, successors, and assigns.
• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

User Contribution Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use, our Privacy Policy, and our Copyright & Trademark Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Advertising and Endorsement Terms and Conditions

For all advertising on Language Learning Market Website and Social Media channels please see the terms and conditions of our Advertising Agreement, the Endorsement Agreement and Endorsement Policy (Exhibit B). By accepting the Langauge Learning Market Terms of Use you are agreeing to these policies and agreements on all our platforms; all Language Learning Market's social media channels, the Langauge Learning Market Directory, and the Langauge Learning Market. Compensation is only available to companies/individuals who have signed endorsement policies with Language Learning Market.

Copyright & Trademark Infringement

If you believe that any User Contributions or Resources violate your copyright or trademark, please see our Copyright & Trademark Policy for instructions on sending us a notice of copyright infringement.

Reliance on Information Posted

The information presented on or through the Website, including Resources, is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. Including if a seller claims content meets the standards of a specific educational standard. We take no responsibility.

This Website includes content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials, including Resources, do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy, and our Copyright & Trademark Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy and Copyright & Trademark Policy.

Online Purchases and Other Terms and Conditions

All purchases through our site or other transactions for the sale of goods, or services, or information formed through the Website, or resulting from visits made by you, are governed by this Terms of Use.

If you are a Buyer who purchases a Resource, you acknowledge and agree that the Store Owner will have access to purchase information including the username and shipping address you selected (which is publicly visible on the Website) along with the Resource you purchased and the date you purchased it and you direct Language Learning Market to make purchase Information available to the applicable Store Owner; the Store Owner will also have access to any other information you choose to make publicly available on the Website (through your Language Learning Market public profile page and message communications with the Store Owner), but will NOT have access to any credit card information or email address. If you are a Store Owner, you may use purchase information solely to make available the Resource to the Buyer through the Website and provide directly related support; you may not sell any purchase information; and you may not further retain, use, or disclose personal information for any other purpose, except to the extent required by law.

Additional terms and conditions may also apply to specific portions, services, or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Website.
• Send emails or other communications with certain content, or links to certain content, on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Website other than the homepage.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Governing Law and Jurisdiction The owner of the Website is based in the State of Delaware in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.You agree that any action at law or in equity arising out of or relating to these Terms that is not subject to arbitration shall be governed by and construed in accordance with the laws of the State of Delaware (and, to the extent controlling, the federal laws of the United States). The laws of the State of Delaware will govern without reference to the conflicts-of-laws rules thereof. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act will not apply to (and are excluded from the laws governing) these Terms. In addition, you agree that any claim, action or dispute arising under or relating to these Terms will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the Superior Court of the State of Delaware. Nothing in the foregoing will prevent us from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur.

Export Control

You acknowledge and agree that your use of the Service is subject to compliance with United States and other applicable country export control and trade sanctions laws, rules and regulations, including, without limitations the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury ("Export Control Laws"). You will be solely responsible for complying with the Export Control Laws and monitoring any modifications to them. You represent and warrant that:

• You are not a citizen of, or located within, a nation that is subject to U.S. trade sanctions or other significant trade restrictions (including, without limitation, Cuba, Iran, Sudan, Syria, Crimea, and North Korea).
• You are not identified on any U.S. government restricted party lists (including, without limitation, the U.S. Treasury Department's List of Specially Designated Nationals and Other Blocked Persons, the U.S. Department of Commerce’s Denied Party List, Entity List and Unverified List and the U.S. Department of State’s proliferation-related lists).
• You will not, unless otherwise authorized under the Export Control Laws, use the Service in any restricted end use, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles applications.
• That no part of your User Content or Assets are subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws.

You agree that you will not use the Service to disclose, transfer, download, export or re-export, directly or indirectly, Your Content or any other content or material to any country, entity or other party which is ineligible to receive such Assets under the Export Control Laws or under other laws or regulations to which you may be subject.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE CONTENT, PRODUCT, OR SERVICE IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, your Resources, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Company’s sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.

PLEASE READ THIS SECTION CAREFULLY; IT AFFECTS YOUR RIGHTS. For any claim, dispute, or controversy between you and us that arises out of, is related to or in connection with these Terms (individually a "Claim" and collectively "Claims"), you agree to first contact the Support Team to attempt to resolve the Claim informally. We hope we can resolve any Claim with you. In the unlikely event that you and Language Learning Market have not been able to resolve the Claim within sixty (60) days after you contact us, then you and we each agree to resolve the Claim by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except for any and all Claims related to injunctive or other equitable relief and/or any dispute relating to the enforcement or validity of your, your licensors’, our, or our licensors’ Intellectual Property Rights (discussed below):

• The extent that arbitration clauses are prohibited by applicable law in jurisdictions outside of the United States.
• You may file a Claim in small claims court if the Claim meets the requirements to be heard in small claims court.

You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. The arbitration will be conducted in Collin County, Texas, USA, unless you and we expressly agree otherwise. If your Claim is for U.S. $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your Claim is for more than U.S. $10,000, the right to a hearing, payment of filing fees and the AAA’s and arbitrator’s fees and expenses will be governed by the AAA rules. If we commence an arbitration, we will pay for all filing, AAA, and arbitrator’s fees and expenses. In any arbitration, the prevailing party will not seek to recover attorney’s fees or expenses unless the arbitrator finds the Claim to be frivolous or for an improper purpose. The award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. ALL CLAIMS MUST BE BROUGHT IN THE FILING PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS Language Learning Market AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Language Learning Market ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts won’t be arbitrated but will proceed in court, with the rest proceeding in arbitration. If any other provision of Section 20 is found to be illegal or unenforceable, that provision will be severed but the rest of Section 20 still applies.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Policy, and our Copyright & Trademark Policy, constitute the sole and entire agreement between you and Company regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

Your Comments and Concerns

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: https://languagelearningmarket.com/feedback.