TERMS OF SERVICES
December 23, 2021
PLEASE READ THESE TERMS CAREFULLY.
Terms of Service Agreement
We want to thank you for using Teachermerit.com’s products, services, websites, and apps. Our customers are the most important aspect of our business and we appreciate you looking to Teachermerit.com to further your business. Teachermerit.com offers our customers a platform to create, market and sell their digital content. The entire selection of products, services and tools offered on our Platform are our “Product”.
This Terms of Services Agreement (this “Agreement”) contains the terms under which Teachermerit.com provides our Product to you and describes how the Product may be accessed and used.
If you will be using the Product on behalf of an entity or other organization, you agree to these Terms on behalf of that entity or organization and you represent that you have such authority. “You” and “your” will refer to that entity or organization.
When you subscribe to our Product, or otherwise use or access the Platform or the Product, you agree to be bound by these Terms and applicable laws, rules, and regulations. You may be asked to click “I accept” at the appropriate place prior to your purchase of access to our Product. At such time, if you do not click “I accept”, you may not be able to complete your purchase or access our Platform. If you do not agree to these Terms, please do not use our Product in any way.
Teachermerit.com is not an educational institution, marketplace, or content provider. Our users, entrepreneurs, customers, and partners are not our employees. We are not responsible for any interactions between you and your customers, students, subscribers, or users (collectively, “End-Users”), other than providing the technology for you to make your content available. We are in no way liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of your relationship with your End-User, including any End-Users reliance upon any information or content that you provide.
1. Fees and Payments
1.1. Fees for our Product. You agree to pay Teachermerit.com any fees for each Product you purchase or use in accordance with the pricing and payment terms presented to you for that Product. Where applicable, you will be billed using the billing method you select through your account management page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify Teachermerit.com of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law. Included in your fee may be technical support in respect of the Product and it is only provided to Teachermerit.com customers. Teachermerit.com’s support agents are not trained in custom-coding and technical support for any custom-coding is the responsibility of the customer and Teachermerit.com accepts no responsibility to provide such support.
1.2. Subscriptions. Our Product is billed on a subscription basis (“Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing cycle. Your Subscription will automatically renew at the end of each billing cycle unless you cancel your account through PayPal or by contacting us at firstname.lastname@example.org prior to the end of the billing cycle. While we will never want to lose a customer, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
If you initially sign up for a plan that includes a free or discounted trial period, and you do not cancel that account before the stated trial period expires, you will be billed for the full price of the plan starting on the day the trial period ends. If you cancel prior to the processing of your first invoice following the trial period, you will not be charged.
We, through our third-party providers (Stripe and PayPal) will keep your detailed payment information, such as non-sensitive credit card partial numbers and expiration date, on file. We do not access this information, except through provided programmatic methods by the provider(s). You are responsible for keeping your payment details up-to-date by changing the details in your account settings. When your details change or are due to expire, we may obtain or receive from your payment provider updated payment details, including your card number, expiration date, and CVV (or equivalent). This enables us to provide you access to the Product. You authorize us to continue to charge your credit card using the updated information. If a payment is not successfully authorized due to expiration, insufficient funds, or otherwise, we may suspend or terminate your subscription until applicable changes have occurred. You also agree that we may charge you via your payment method on file if you elect to restart your subscription.
Any change (including any upgrade, downgrade or other modification) to any plan by you in a trial period will end the trial immediately. You will be billed for your first term period (i.e. the first annual or monthly period) immediately upon upgrading. For any upgrade or downgrade in plan level after any trial period, your credit, debit, or other payment card will automatically be charged the new rate on your next billing cycle. You will be billed immediately for the prorated difference for the current billing cycle for any upgrade to any higher priced plan during that billing cycle. If a plan downgrade causes a credit to your account, this credit will be used toward your next billing cycle(s). This credit will not be refunded.
1.3. Taxes. Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.
(a) United States Sales Tax. If we have a legal obligation to pay or collect sales tax for which you are responsible, we will calculate the sales tax based upon the billing information we have about you and charge you that amount (which, if your billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless you provide us with a valid tax exemption certificate acceptable to the appropriate taxing authority.
If you provide us with a tax exemption certificate, you represent and warrant that it accurately reflects your tax status and that you will keep such document current and accurate.
- If we subsequently determine in our sole discretion that your tax exemption document is valid, we will refund the sales tax collected.
(b) Non-United States Sales Tax. If applicable, we will charge you VAT, GST, or any other sales, consumption or use taxes that arise in connection with your purchases of our Product unless you provide us with a tax identification number that entitles you to an exemption, a valid tax exemption certificate or other documentary proof issued by an appropriate taxing authority that tax should not be charged. If you are located in a jurisdiction with multiple sales, consumption, or use taxes, we may charge you the highest prevailing rate if your billing information is incomplete or inaccurate.
If you are required by law to withhold any Taxes from your payments to Teachermerit.com, you must provide Teachermerit.com with an official tax receipt or other appropriate documentation to support such payments.
1.4. Price Changes. Teachermerit.com may change the fees charged to you for the Services at any time, provided that, for Product billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Teachermerit.com will provide you with advance notice of any change in fees and you will have the opportunity to cancel your Subscription as set forth in Section 1.2.
2. Your Content
2.1. You Retain Ownership and Responsibility of Your Content. You retain ownership of all of your intellectual property rights in your Content. “Content” means software (including machine images), data, text, audio, video or images, and personal data. Teachermerit.com does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Product to you, and as otherwise described in the Terms.
You represent and warrant to us that: (a) you own or have the necessary licenses, rights, consents, or permissions to use or publish the Content that you include, submit, or use through our Product; and (b) none of your Content or your End-Users’ use of your Content or the Product will violate any applicable laws. You are solely responsible for determining the fees you charge your End-Users for use and/or access to your Content, website(s), and products.
2.3. Teachermerit.com’s Right to Use Your Name. Teachermerit.com shall have the non-exclusive right and license to use the names, trademarks, service marks, and logos associated with your business to promote our Product. Any goodwill arising from the use of your name and logo will inure to your benefit.
2.4. Claims for Intellectual Property Infringement. Teachermerit.com fully respects the intellectual property rights of others and we expect our users to do the same. If you believe a Teachermerit.com user is infringing upon your intellectual property rights, you may report it to us by contacting us at email@example.com. If the claim is for alleged copyright infringement, we are required to respond in accordance with the U.S. Digital Millennium Copyright Act (DMCA). If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify us.
2.5 Non-Exclusive Services. We reserve the right to provide our Product to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Teachermerit.com employees and contractors may also be Teachermerit.com customers and that they may compete with you, although they may not use your Content or confidential information in doing so.
3.4. Security. Teachermerit.com will store and process your Content in a manner consistent with industry security standards. We have implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.
If Teachermerit.com becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data related to your account (“Security Incident”), we will take reasonable steps to notify you without undue delay, but no later than 72-hours of becoming aware of the Security Incident. Teachermerit.com will also reasonably cooperate with you in regards to any investigations relating to a Security Incident by helping to prepare any required notices and providing any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by Teachermerit.com.
4. Teachermerit.com’s Intellectual Property
4.1. Product License. Neither the Terms nor your use of the Product grants you ownership in the Product or any content you access through the Product (other than your Content). The Terms also do not grant you any right to use Teachermerit.com’s trademarks or other brand elements. We or our licensors own all right, title, and interest in and to the Product, and all related technology and intellectual property rights. Subject to the Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Product solely in accordance with the Terms. Except as provided in this Section 4.1, you obtain no rights from us, our affiliates, or our licensors to the Product, including any related intellectual property rights.
4.2. License Restrictions. Neither you nor any of your End-Users will use the Product in any manner or for any purpose other than as expressly permitted by the Terms. Neither you nor any of your End-Users will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Product; (b) reverse engineer, disassemble, or decompile the Product or apply any other process or procedure to derive the source code of any software included in the Product (except to the extent applicable law doesn’t allow this restriction); (c) access or use the Product in a way intended to avoid incurring fees or exceeding usage limits or quotas; or (d) resell or sublicense the Product. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you.
5. User Content
5.1. User Content. The Product may display content provided by others that Teachermerit.com does not own. Such content is the sole responsibility of the entity that makes it available. Additionally, as stated in Section 2.1, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Product. Teachermerit.com is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use any Content from or on our Product unless you have first obtained the permission of its owner or are otherwise authorized by law to do so.
5.2. Content Review. Teachermerit.com does not have an obligation to monitor or review any Content submitted to the Product nor do we pre-screen any Content. You acknowledge that, in order to ensure compliance with legal obligations, Teachermerit.com may be required to review certain content submitted to the Product to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We have the sole discretion to modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. It is in our sole discretion to refuse or remove any Content from the Product.
5.3. Third Party Resources. Teachermerit.com may publish links or provide information in its Product to internet websites maintained by third parties. We do not monitor or have any control over, and we make no claim or representation regarding any such third party offerings and we accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature, or reliability of, any such third party offerings. Your use of any third party offerings provided by our Product or a third party website is at your own risk. You should review such third party’s applicable terms and policies, including privacy and data gathering practices, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Trademarks and Content displayed in conjunction with the Product are the property of their respective owners.
6. Account Management
6.1. Keep Your Password Secure. If Teachermerit.com has issued an account to you in connection with your use of the Product, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Teachermerit.com, are responsible for any activity occurring in your account, whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Teachermerit.com immediately at firstname.lastname@example.org. Accounts may not be shared and may only be used by one individual or organization per account.
6.2. Keep Your Details Accurate. Teachermerit.com occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.
6.3. Remember to Backup. You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Teachermerit.com will not be liable for any failure to store, or for loss or corruption of, your Content.
6.4. Account Inactivity. Teachermerit.com may terminate your account and delete any Content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
6.5. Customer Success. Teachermerit.com may assign you a customer success manager (“CSM”). The CSM may review your use of the Product and your Content to help you to more effectively use the Product, including by providing reporting and usage insight.
7. User Requirements
7.1. Legal Status. If you are an individual, you may only use the Product if you have the power to form a contract with Teachermerit.com. If you do not have the power to form a contract, you may not use the Product. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.
7.2. Minors. “Minors” are individuals under the age of 18 (or a higher age as provided in certain countries and territories). The Product is not intended for use by Minors. If you are a Minor in your place of residence, you may not use the Product. By using the Product, you represent and warrant that you are not a Minor.
Furthermore, the Product is not directed at children under the age of 16 and Teachermerit.com does not knowingly collect personal information from children. In your use of the Product, it is your sole responsibility to comply with all applicable laws relating to the privacy rights of children, including the Children’s Online Privacy Protection Rule (COPPA).
7.3. Embargoes. You are not permitted to use our Product if you are, or you are owned or controlled directly or indirectly by, any person, group, entity, or nation, named on any list issued by the Department of the Treasury’s Office of Foreign Asset Control (“OFAC”), or any similar list or by any law, order, rule, or regulation or any Executive Order of the President of the United States, including Executive Order 13224, as a “Specially Designated National and Blocked Person”, terrorist, or other banned or blocked person (collectively, a “Prohibited Person”) By using our Product you represent and warrant that (i) you are not (nor are you owned or controlled, directly or indirectly, by any person, group, entity, or nation that is) acting directly or indirectly for or on behalf of any Prohibited Person; (ii) you have not conducted nor will you conduct business nor have engaged nor will you engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, including, without limitation, the making or receiving of any contribution of funds, goods, or services to or for the benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation; (iii) you are not prohibited by any sanctions program as maintained by OFAC from using Teachermerit.com’s Product, including those sanctions programs currently in effect with respect to Iran, North Korea, or Venezuela.
Furthermore, it is your responsibility to ensure that: (a) your end users do not use the Product in violation of any export restriction or embargo by the United States; and (b) you do not provide access to the Product to any Prohibited Persons.
7.4 Compliance with Laws. You must always use the Product in compliance with, and only as permitted by, applicable laws. There are various federal, state, and international specific laws, requirements, guidelines, and/or standards (collectively, “Laws”) that apply or may potentially apply to your Content, business, websites, and/or mobile applications, including, but not limited to those related to privacy and data security (such as the EU General Data Protection Regulation (GDPR)), the accessibility of websites and/or mobile applications, taxes, the Health Insurance Portability and Accountability Act (HIPAA), and subscriptions and auto-renewals. LMS Nation is not HIPAA compliant and currently we have no plans to become so. Accordingly, you may not use the Product to collect, store, or process any protected health information subject to HIPAA, any applicable health privacy regulation, or any other applicable law governing the processing, use, or disclosure of health information. Any information provided by Teachermerit.com in help articles, examples, or the like are provided for informational purposes only and are provided without any warranty, express or implied, including as to their legal effect and completeness. Teachermerit.com cannot provide you with any legal advice and encourages you to consult with legal and tax counsel and website accessibility consultants of your own selection and at your own expense to ensure your compliance with all applicable Laws. You agree that you are solely and exclusively responsible for your website and mobile applications and the entirety of your Content, including compliance with Laws and following your published policies.
8. Acceptable Uses
You are responsible for your conduct, Content, and communications with others while using the Product. You must use the Product in compliance with, and only as permitted by, applicable law. The use of our Product in conjunction with other tools or resources in furtherance of any of the unacceptable uses we describe is also prohibited.
You are responsible for your conduct, Content, and communications with others while using the Product. You must comply with the following requirements when using the Product. If we become aware of any conduct or Content that falls outside the bounds of what is acceptable under this policy, we will take all appropriate action, including removing it and reporting it, as well as suspending or terminating your account. We also take steps to prevent uses of our Product that are contrary to the spirit of this policy.
- Unless authorized by Teachermerit.com in writing, you may not probe, scan, or test the vulnerability or security of the Product or any Teachermerit.com system or network.
- Unless authorized by Teachermerit.com in writing, you may not use any manual or automated system or software to extract or scrape data from websites or other interfaces through which we make our Product available.
- You may not use the Product to commit an unlawful activity; use the Product for activities where use or failure of the Product could lead to physical damage, death, mental harm, or personal injury.
- You may not purchase, use, or access the Product for the purpose of building a product or service that is competitive to Teachermerit.com or for any other competitive purposes.
- You may not misuse our Product by interfering with their normal operation or attempting to access them using a method other than through the interfaces and instructions that we provide.
- You may not circumvent or attempt to circumvent any limitations that Teachermerit.com imposes on your account (such as by opening up a new account to create or distribute Content that we have closed for a violation of our terms or policies).
- You may not deny others access to, or reverse engineer, the Product, or assist anyone else to do so, to the extent such restriction is permitted by law.
- You may not store or transmit any viruses, malware, or other types of malicious software, or links to such software, through the Product.
- You may not use the Product to infringe the intellectual property rights of others.
- Unless authorized by Teachermerit.com in writing, you may not resell or lease the Product.
- If your use of the Product requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Teachermerit.com has agreed with you in writing otherwise. You may not use the Product in a way that would subject Teachermerit.com to those industry-specific regulations without obtaining Teachermerit.com’s prior written agreement.
- You may not post or upload any Content that contains personally identifiable information, sensitive personal information, or confidential information, such as credit card numbers, confidential national ID numbers, or account passwords, unless you have consent from the person to whom the information belongs or who is otherwise authorized to provide such consent. You may not use the Product to collect, store, or process any protected health information subject to the Health Insurance Portability and Accountability Act (HIPAA), any applicable health privacy regulation, or any other applicable law governing the processing, use, or disclosure of health information.
- You may not register accounts by “bots” or other automated methods.
- We may offer content like images or video that are provided by third parties. You may use that material solely in your content. Teachermerit.com may modify or revoke that permission at any time in our sole discretion. In using such material, you may not imply that your content is affiliated with or run or endorsed by any company, product, brand, or service depicted in that material unless you have obtained their permission.
- You may not engage in abusive or excessive usage of the Product, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Product for other users. Teachermerit.com will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Teachermerit.com.
- To the extent that you use the Product to record or monitor calls or other communications, failing to comply with all applicable laws related thereto, including securing any required prior consents.
We strive to protect the security of all our users. We take specific measures to ensure recipients are not misled by content used for fraudulent or malicious purposes. We will suspend any use of the Product that come to our attention that:
- attempts to collect social security numbers, credit card numbers (other than solely for collecting payment through an authorized payment processor as permitted by the Product), passwords, or other similar types of sensitive information;
- publishes a person’s sensitive identifying information against their wishes;
- is intended to deceive or mislead recipients, including by linking to websites with malicious software such as malware; or
- knowingly and artificially boosts or inflates a website or webpage’s search engine ranking.
Your users provide information with the expectation that their information will be handled respectfully and not abused. Accordingly, you are responsible for complying with all applicable data protection laws and regulations with respect to any data that you submit to or collect through our Product.
- We encourage you to disclose your privacy practices when you use the Product and, if you do, we require you to act in accordance with those practices.
- You may not claim that any use of our Product is anonymous when it is not.
- You may not impersonate others when using the Product or collecting information.
We don’t like username extortionists. If you purchase a Teachermerit.com product account in someone else’s name and then try to sell that account to them, you are cybersquatting. Cybersquatting accounts are subject to immediate cancelation.
We treat our users’ names, email addresses, mobile numbers, and other personally identifiable information with respect and expect our users who collect such information to do the same.
We remove content and may report information related to that content to law enforcement authorities if we become aware of, or believe that, a genuine risk of harm or threat to public safety exists.
- Our Product may not be used to directly or indirectly threaten or attack others, or to organize or incite violence, harassment, or property damage.
- Our Product may not be used for hate speech, or to promote or fund such acts. Examples of hate speech include attacking or advocating for the abuse or exclusion of people based on their ethnicity, national origin, political or religious affiliations, gender, sexual orientation, genetic predisposition, disability, medical or physical condition, veteran status, or any other protected classes under applicable law.
- Our Product may not be used to promote or glorify self-harm.
Teachermerit.com is committed to inclusion. We are an equal opportunity organization and will not allow discrimination based upon race, color, religion, national origin or citizenship status, sex, gender identity or expression, pregnancy, sexual orientation, age, size, disability, military status, socioeconomic background, or any other status prohibited by applicable law.
If you use our Product, you must be willing and able to attest that you do not discriminate on any of the above grounds in order to receive services from us. External evidence, such as negative publicity or social media, that reveals such discrimination, hate speech, or disrespectful or bullying behavior, as determined by us in our sole discretion, may be taken into consideration. We reserve the right to refuse service to anyone for any reason at any time.
You may not offer goods or services, or post or upload Content, that contravene or that facilitate or promote activities that contravene the laws of the jurisdiction in which you operate or do business.
You may not offer goods or services, or post or upload Content, that imply or promote support or funding of, or membership in, a terrorist organization.
You may not offer goods or services, or post or upload Content that exploit or abuse children, including but not limited to images or depictions of child abuse or sexual abuse, or that present children in a sexual manner, or asking for personally identifiable information.
You may not offer goods or services, or post or upload Content that is defamatory, obscene, indecent, offensive, abusive, or otherwise objectionable. You may not include pornographic or gratuitously graphic violent material.
We require that all our users respect the intellectual property rights of others. You must have the appropriate rights to any Content you use or include through the use of our Product.
We may, at any time and without notice, remove any Content and suspend or terminate your account or access to our Product if you engage in any of the activities that violate this Policy, including activities outside of your use of the Product.
We have the right, but not the obligation, to monitor or investigate any Content and your use of the Product at any time for compliance with this Policy and the TOS or any other agreement between you and Teachermerit.com governing your use of the Product. Our determination of whether a violation of any of these terms has occurred will be final and binding and any action taken with respect to enforcing this policy or any other terms, including taking now action at all, will be at our sole discretion.
9. PCI Compliance
9.1. PCI Standards. If you use the Product to accept payment card transactions, you must comply with the Payment Card Industry Data Security Standards (PCI-DSS) to the extent they are applicable to your business (the “PCI Standards”). Teachermerit.com provides tools to simplify your compliance with the PCI Standards, but it is your responsibility to ensure that your business is compliant. The specific steps you will need to take to comply with the PCI Standards will depend on your implementation of the Product.
9.2. Cardholder Data. Teachermerit.com does not have access to, collect, transmit, store, or process any Cardholder Data on your behalf. We have partnered with payment providers Stripe and PayPal regarding all End-User payments and so that our customers may achieve their compliance obligations with PCI DSS. “Cardholder Data” is defined as a cardholder’s primary account number (PAN), and where a full unmasked card number is present, any of the following elements: cardholder name, expiration date, and/or service code. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM COLLECTING OR ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN THE PRODUCT, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e. where Teachermerit.com explicitly enables such data to be entered into such fields). Appropriate fields are clearly marked with labels such as ‘Card number’ or by having a credit card icon precede them. Similarly, excluding payment forms, you must never collect or enter any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2) into any fields in the Product. You assume all responsibility for any Cardholder Data entered into the Product in violation of these Terms.
10. Suspension and Termination of Services
10.1. By You. You can terminate your Subscription and delete your account at any time through your account management page. Such termination and deletion will result in the deactivation or disablement of your account and access to it, and the deletion of content you collected through use of the Product. Terminations are confirmed immediately and you will not be charged again for that Subscription unless you purchase a new one. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate. For clarity, we will not grant a refund where you have used our Product, unless the termination is due to our material, uncured breach or a refund is required by law.
10.2. By Teachermerit.com. Teachermerit.com may terminate your Subscription for any reason at the end of a billing cycle by providing at least 30 days’ prior written notice to you and you will not be charged for the next billing cycle. Teachermerit.com may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. Teachermerit.com may immediately suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms, in our sole discretion, and failed to cure that breach within 30 days after we have notified you in writing of such breach; or (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days. Additionally, Teachermerit.com may immediately limit, suspend, or terminate the Product to you: (i) if, in our sole discretion, you fail to comply with these Terms; (ii) if, in our sole discretion, you use the Product in a way that causes legal liability to us or disrupts others’ use of the Product; or (iii) we are investigating suspected misconduct by you. Also, if we limit, suspend, or terminate the Product you receive, depending upon the reason, we will endeavor to give you advance notice and an opportunity to obtain a copy of your Content from that Service. However, there may be time sensitive situations where Teachermerit.com may decide that we need to take immediate action without notice. Teachermerit.com will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Teachermerit.com has no obligation to retain your Content upon termination of the applicable Service.
10.3. Further Measures. If Teachermerit.com stops providing the Product to you because you repeatedly or egregiously breach these Terms, Teachermerit.com may take measures to prevent your further use of the Product, including blocking your IP address.
11. Changes and Updates
11.1. Changes to Terms. You acknowledge and agree that Teachermerit.com may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Product, and to account for new Products or functionality. The most current version will always be posted on our website. If an amendment is material, as determined in Teachermerit.com’s sole discretion, we may notify you by email and/or posting it to our website or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted, and apply to all access to and use of the Product thereafter. However, any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice before the date the change is posted. If you do not want to agree to any changes made to the Terms, you should stop using the Product, because by continuing to use the Product you indicate your agreement to be bound by the updated terms.
11.2. Changes to the Product and Services. We are continually changing and improving our Product. Teachermerit.com may add, alter, or remove functionality from a Service it provides to you at any time without prior notice. Teachermerit.com may also limit, suspend, or discontinue a Service provided to you at our discretion. If we discontinue a Service, we will give you reasonable advance notice to provide you with an opportunity to obtain a copy of your Content from that Service. Teachermerit.com may remove content from the Product it provides you at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
11.3. Downgrades. Downgrading your account plan may cause the loss of content, features, functionality, or capacity of your account.
12. Disclaimers and Limitations of Liability
12.1. Disclaimers. While Teachermerit.com strives to provide you with a great experience when using the Product (and we love to please our customers), there are certain things we do not promise about our Product. We try to keep our Product up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT AND ANY INFORMATION, GUIDANCE, OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND LMS NATION DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE PRODUCT.
12.2. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, TEACHERMERIT.COM, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF TEACHERMERIT.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12.3. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF LMS NATION, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT AND THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID TO TECAHERMERIT.COM FOR USE OF THE PRODUCT AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
12.4. Consumers. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
13.1. General. You agree that you are solely and exclusively responsible for your website and mobile applications and the entirety of your Content. To the fullest extent permitted by law, you will indemnify and hold harmless Teachermerit.com and its affiliates, officers, agents, licensors, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with (a) your or your end users’ use of the Product; (b) breach of these Terms or violation of applicable law by you, your users, or your Content, websites, mobile applications, or business; or (c) a dispute between you and your users.
13.2. Intellectual Property. You will defend Teachermerit.com and its affiliates, officers, agents, licensors, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim alleging that any of your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.13.3. Process. We will (a) endeavor to give you prompt written notice of the claim; (b) permit you to control the defense and settlement of the claim; and (c) reasonably cooperate with you in the defense and settlement of the claim. In no event will you agree to any settlement of any claim that requires a commitment by us, without our written consent.
14. Resolving Disputes; Arbitration Agreement; Governing Law.
14.1. Resolving Disputes. If you have a concern, we want to first try to address it without needing a formal legal case. Before filing a claim against Teachermerit.com, you agree to try to resolve the dispute informally by contacting email@example.com. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or Teachermerit.com may bring a formal proceeding.
14.2. Judicial Forum for Disputes. You and Teachermerit.com agree that any judicial proceeding to resolve claims relating to these Terms or the Product will be brought in the federal or state courts of Mobile County, Alabama, subject to the mandatory arbitration provisions below. Both you and Teachermerit.com consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those requirements.
14.3. Mandatory Arbitration Provisions. IF YOU’RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
We Both Agree to Arbitrate. You and Teachermerit.com agree to resolve any claims relating to these Terms or the Product through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity.
Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate within 30 days of first registering your account by contacting us at firstname.lastname@example.org.
Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Mobile County, AL, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address.
Exceptions to Agreement to Arbitrate. Either you or Teachermerit.com may assert claims, if they qualify, in small claims court in Mobile County, AL, or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Product, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Mobile County, Alabama to resolve your claim.
NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration Provisions” section will be deemed void.
14.4. Governing Law. These Terms, will be governed by Alabama law except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer’s country. This paragraph doesn’t override those laws.
15. Other Terms
15.1. Assignment. You may not assign these Terms or your rights to use our Product without Teachermerit.com’s prior written consent, which may be withheld in our sole discretion. Teachermerit.com may assign these Terms at any time without notice to you.
15.2. Entire Agreement. These Terms constitute the entire agreement between you and Teachermerit.com, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter.
15.3. Independent Contractors. The relationship between you and Teachermerit.com is that of independent contractors, and not legal partners, employees, or agents of each other.
15.4. Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
15.5. No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
15.7. Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
15.8. Third Party Beneficiaries. There are no third party beneficiaries to these Terms.
15.9. Survival. The following sections will survive the termination of these Terms: 1, 2.2, 3, 10, 12, 13, 14, and 15.
15.10. Language. These Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.