Teach Simple Contributor Terms & Conditions

By confirming your acceptance of this Agreement this becomes a binding legal agreement between any member intending to upload data or materials to Teach Simple (in this agreement referred to as “you”) and Teach Simple, LLC.

You wish to appoint Teach Simple as its non-exclusive agent to license, sublicense and distribute Content (as defined below) on the terms and conditions set forth in this Agreement. Upon accepting the terms of this Agreement, you may make Content available to Teach Simple by following the "upload" procedures identified by Teach Simple from time to time. Each upload of Content will be governed by the terms and conditions of this Agreement.

This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you must follow the termination procedures set forth below under "Term and Termination

This contract enables Teach Simple to realize the commercial potential of the rights granted in the Content (“Descriptive Information”). Teach Simple, in its sole discretion, may determine which of such Content is suitable for posting on the Teach Simple Site, and only such Content as it deems suitable will be considered "Accepted Content" for the purposes of applicable provisions of this Agreement. Although Teach Simple may permit Content to be submitted pursuant to certain applications from time to time, your ability to submit further Content under this Agreement shall be subject to policies and procedures outlined by Teach Simple from time to time.

In addition to the terms of this Agreement, the parties acknowledge that the provision of all Content is subject to the policies and procedures outlined by Teach Simple from time to time, the terms of which are incorporated by reference into this Agreement. Any breach of the rules relating to Content will be deemed to be a breach of this Agreement.

You hereby appoint Teach Simple as your non-exclusive distributor to sell, license or sublicense Content to third parties worldwide and to collect and remit funds in connection with those endeavours on the terms set forth in this Agreement. For all Content, you grant Teach Simple: i. The worldwide right to market and sublicense the right to copy, use, reproduce, distribute, redistribute, sublicense, publish, republish, upload, post, transmit, broadcast, crop, modify, alter, create derivative works of, package, repackage, produce and sell prints or similar image products, or publicly perform or display Content to prospective licensees in any and all media now in existence or that may in the future be introduced: (i) through the Teach Simple Site; ii. The right to grant perpetual, worldwide, licenses or sublicenses to end-users. Teach Simple will determine the terms and conditions of all licenses of Content granted by them, but will not use or license Content for uses that are defamatory, pornographic or otherwise illegal.

In addition to the foregoing grant Teach Simple may post, reproduce, modify, display, make derivative works or otherwise use any Accepted Content for their own business purposes relating to the promotion of the Teach Simple Site, the Content, and promote the licensing of Accepted Content (including, without limitation, the use of the Accepted Content and your registered and unregistered trademarks for marketing, sales and promotional efforts whether on the Teach Simple Site or through third parties). No compensation shall be due to you for use of Accepted Content for such business purposes.

The Parties agree that all rights, including title and copyright, in and to the Accepted Content will be retained by you, and no title or copyright is transferred or granted in any way to Teach Simple or any third party except as provided in this Agreement.

You acknowledge that Teach Simple prohibits any Content, Descriptive Information or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded under this Agreement.

By uploading Content, you are warranting that you own all proprietary rights or are the authorized representative of the applicable copyright owner(s) of such Content, including copyright, in and to the Content with full power to grant the rights contemplated in this Agreement.

Using the name identified by you in your contributor account profile, Teach Simple shall use commercially reasonable efforts to credit you as the source of Accepted Content, but shall have no liability for lack of credit. You acknowledge and accept and therefore waive any right to object to the fact that it is common practice for professional uses that the creator of Content is not credited, that Content may be modified, used in connection with sensitive topics and may be used or modified in ways that may be controversial or unflattering.

Royalties and Rate Card. Subject to this Agreement, Teach Simple will calculate royalties (“Royalties”) for Accepted Content under the royalty rate card and eligibility rules then in effect (the “Rate Card”). Teach Simple may amend the Rate Card by giving you at least fifteen (15) days' notice by email before the change takes effect. If an amended Rate Card is not acceptable to you, you may terminate this Agreement under Section 11. Continued submission of Content or failure to terminate after the effective date of an amended Rate Card constitutes acceptance to the extent permitted by law.

Net Subscription Revenue. “Net Subscription Revenue” means subscription amounts actually and successfully collected by Teach Simple, less taxes collected, payment-processing fees, refunds, credits, reversals, disputes, chargebacks and other customer-payment adjustments. Failed, unpaid or uncollected amounts do not constitute Net Subscription Revenue. Revenue covering more than one service month may be allocated across the covered service period under Teach Simple’s consistently applied accounting method.

Monthly Contributor Royalty Pool. For each earning month, Teach Simple establishes a private company-wide Monthly Contributor Royalty Pool under the then-current Rate Card. Earning months are calendar months in Coordinated Universal Time (UTC). One hundred percent (100%) of Net Subscription Revenue allocated to successfully paying members who make at least one Royalty-Eligible Download during the applicable earning month is included in the pool. The pool is allocated among contributors according to royalty points generated by Royalty-Eligible Downloads during that earning month. The pool amount, total platform activity, platform revenue and activity of other contributors are Teach Simple Confidential Information and are not contributor reporting metrics.

Royalty-Eligible Downloads. A “Royalty-Eligible Download” is a download of eligible Accepted Content by a member during a successfully paid subscription service period, subject to the Rate Card. Downloads during a free trial or from a free account are not eligible and do not become eligible if the member later pays. A converted member must download the Accepted Content during a paid service period. Repeated downloads of the same Accepted Content by the same member in one earning month count once. A contributor's downloads of their own Accepted Content are not Royalty-Eligible. Free Accepted Content remains owned by the contributor but is not Royalty-Eligible while offered free. Teach Simple may also exclude any future Teach Simple-owned content and fraudulent, automated, abusive, duplicate, invalid or otherwise ineligible activity.

Royalty Points and Calculation. Eligible Accepted Content is assigned a versioned point value under the Rate Card. A contributor’s monthly Royalty equals the contributor’s royalty points for the earning month multiplied by that month’s royalty rate per point, subject to rounding and adjustments. Point values and eligibility may be changed prospectively under the Rate Card. Teach Simple will use reasonable efforts to report each contributor’s personal eligible activity, points, rate and earnings.

Adjustments. Teach Simple may make auditable current- or later-period adjustments for refunds, credits, cancellations, disputes, chargebacks, fraud, duplicate or invalid activity, prior overpayments, errors, indemnity obligations or other deductions permitted by this Agreement. Teach Simple may set off such amounts against sums otherwise payable, subject to applicable law. Contributor reporting will identify a material personal adjustment with a reasonable description.

Payment. Royalties are payable through a method supported by Teach Simple after a contributor’s unpaid balance reaches $50.00 USD and all required payment, identity and tax information is complete. Royalties released for payment are ordinarily processed after the applicable earning month has been finalized. Processing timing may be extended for reconciliation, fraud review, payment-provider delay, incomplete contributor information or other reasonable operational requirements.

You acknowledge and agree that you will be responsible for each and every access or use of the Teach Simple contributor enrollment website or any other upload website, tool or application that occurs in conjunction with your account and such passwords, and that Teach Simple is authorized to accept your login and password as conclusive evidence that you wish to upload Content pursuant to this Agreement. Teach Simple shall have no liability or responsibility to monitor the provision of Content under your login and password.

Teach Simple has policies and processes which must be adhered to prior to Content being posted on the Site or otherwise being offered for sale or license. Notwithstanding that some qualitative standards are required to be met, Teach Simple does not and cannot review all Content or Descriptive Information uploaded to the Teach Simple Site and is not responsible for the content, quality, or consequences of your uploading such Content or Descriptive Information. Notwithstanding the foregoing, Teach Simple reserves the right to delete, move, refuse to accept or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such Content to Teach Simple or as it may direct. Teach Simple shall have the right but not the obligation to correct any errors or omissions in any Content or Descriptive Information, as it may determine in its sole discretion. You acknowledge that any screening of Content or Descriptive Information performed by Teach Simple to determine Accepted Content is done as a courtesy only. NOTICE: You acknowledge that the Content you provide pursuant to this Agreement that becomes Accepted Content may be purchased or licensed by members of the Teach Simple Site with the intention that they will adhere to the terms of the applicable license agreement.

Notwithstanding the foregoing, given the exigencies of the business and the prevalence of royalty-free content, Teach Simple cannot take responsibility for the compliance by purchasers and licensees of the terms of such agreements. Accordingly, you acknowledge and agree to the possibility of Content being used in a manner that is not contemplated in this Agreement, and you agree that notwithstanding any rights you may have to pursue the licensees of such Content at law, Teach Simple shall have no liability to you or any person claiming through you for any breach by a licensee of the terms of any agreement respecting Accepted Content

You can request resources/products to be deleted from Teach Simple after 30 days of said resources being published in the Marketplace. Upon submitting a delete request to remove resources/products from Teach Simple, Teach Simple will remove the resource/product after 30 days of initiating the removal request.

Teach Simple does not allow hyperlinks to other marketplaces.

Teach Simple does not allow additional “Terms & Conditions” for any products beyond what is described in our End User License Agreement and User Terms and Conditions.

You acknowledge that the Confidential Information (defined below) that it obtains through the entering into of this Agreement and the provision of Content constitutes valuable, confidential, proprietary information of Teach Simple and its licensors, and agrees that during the term of this Agreement and thereafter it shall not, without the express written consent of Teach Simple, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement.

For the purposes of this Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of Teach Simple, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, alliances, Content, graphics, documentation, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to members, clients, methodologies, Teach Simple Site content belonging to others and other intellectual property.

You hereby represent and warrant as follows: i. You have the legal capacity and authority to enter into this Agreement and perform your obligations hereunder and that you will comply with all applicable laws, including without limitation the Foreign Corrupt Practices Act and the U.K. Bribery Act, are not on the US Department of Treasury's List of Specially Designated Nationals, are the sole and exclusive owner of the Content or are the authorized representative of the applicable copyright owner(s) of such Content, have the right to grant all of the license rights contemplated to be provided under this Agreement, and have not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement; ii. if the Content consists in whole or in part of design elements that are included in design program software, the end user license agreement, terms of service or the equivalent license held by you for such design program software allows you to incorporate such elements in Content created by you, and to license such Content to Teach Simple for the purposes set forth herein; iii. no portion of the Content as delivered to Teach Simple from time to time, contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Teach Simple Site or the Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Content or the Teach Simple Site in any way; iv. the Content will include all necessary Descriptive Information to enable its effective marketing on the Teach Simple Site, which Descriptive Information will be complete and accurate in all material respects, and will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword “doping” or improperly altering search results that would otherwise be applicable to such Content; v. the Content delivered to Teach Simple hereunder represents original creations and expressions of subject matter, and no Content or Descriptive Information infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party; and vi. the Content has not been obtained in any unlawful manner, whether civil or criminal, and is not subject to any applicable accreditation terms or access condition that might be breached by the Content being used by Teach Simple, as contemplated under this Agreement.

You agree to indemnify, defend and hold Teach Simple, and their respective directors, officers, employees, shareholders, agents and licensees of Content (collectively, the “Teach Simple Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Teach Simple Party as a result of or in connection with: (i) any use or alleged use of the Teach Simple Site or upload application or process or provision of Content under your account by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content uploaded under your account; (iii) any breach by you of this Agreement; or (iv) any claim threatened or asserted against any Teach Simple Party to the extent such claim is based upon a contention that any of the Content used within the scope of this Agreement infringes any copyrights, trade secrets, trademarks, right of privacy, right of publicity or other intellectual or other property rights of any third party.

Teach Simple reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Teach Simple's defense of such claim.

You agree that Teach Simple shall have the right to determine whether and to what extent to proceed against a licensee or other third party (an “Infringer”) for any violation of a license agreement or alleged infringement of any other of your rights. You hereby release Teach Simple from any and all claims you might have, either directly or indirectly, arising out of or in connection with a determination by Teach Simple to proceed or not to proceed against any Infringer in any instance. Teach Simple hereby agrees that any monetary recovery it receives as a result of any legal or enforcement action taken against any such Infringer, to the extent such monies are intended to compensate Teach Simple for lost licensing fees or statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery ( including, without limitation, reasonable counsel and experts' fees and disbursements on a solicitor and client basis) incurred by or on behalf of Teach Simple in connection with such action, be divided between you and Teach Simple pursuant to the provisions of Section 5 (Compensation). In the event Teach Simple elects not to proceed against an Infringer, you shall have the right to proceed against such Infringer for such license violation or infringing action. You hereby agree that any monetary recovery it receives as a result of any legal action taken against any such Infringer, to the extent such monies are intended to compensate you for lost licensing fees or include statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable counsel and experts' fees and disbursements on a solicitor and client basis), be divided between you and Teach Simple pursuant to the provisions of Section 5 (Compensation section) above.

This Agreement is effective until terminated. You may terminate this Agreement at any time by giving thirty (30) days written notice or such other means of written notice acceptable to Teach Simple which enables confirmation of your identity and your intention to terminate. Teach Simple may also terminate this Agreement for any reason by giving you thirty (30) days notice by e-mail at the last address contained in your membership information. If Teach Simple terminates your membership pursuant to the terms of the Membership Agreement, such termination shall be deemed to be notice of termination of this Agreement with respect to all Content, as well.

Either party may terminate this Agreement upon written notice effective upon being sent in the manner set forth in Section 11(a), if the other party (i) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or (iv) is adjudicated insolvent or bankrupt, or (v) is in breach of this Agreement. c. In addition, Teach Simple may deem an account to be terminated and may off-set any fees or credits contained in such account against its costs of administration if there has been: (i) in the reasonable opinion of Teach Simple, any material misrepresentation made as to the capacity, identity or copyright ownership of Content or you provided hereunder; or (ii) no log-in or other activity in the account for 24 months despite reasonable commercial efforts to contact you based on the information provided as part of your account profile.

Upon the termination of this Agreement with respect to one or more contents, the grant of authority given to Teach Simple shall subject to the following conditions: (i) Teach Simple shall remove the applicable Accepted Content from the Teach Simple Site within ninety (90) days of the termination of this Agreement; (ii) notwithstanding termination, Teach Simple shall have the right to continue licensing Accepted Content until it is removed from the Teach Simple Site for up to (90) days following termination where such Accepted Content has previously appeared in Teach Simple promotional materials; (iii) regardless of the expiration or termination of this Agreement, Teach Simple will continue, in accordance with this Agreement, to pay compensation due to you at the applicable royalty rate set out in the Rate Card in respect of licenses granted to members during any transitional period, subject to any rights of set-off under this Agreement or at law; and (iv) where a customer reports a license of your Content that was delivered to the customer prior to the termination of this Agreement, Teach Simple shall pay such applicable royalties to you within 60 days of reporting of a license by the customer.

Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement with respect to one category of Content shall not alter or reduce your obligations and Teach Simple respecting any remaining category of Content, and in any event, shall not alter or affect the rights granted to licensees or sub-licensees by Teach Simple pursuant to this Agreement.

Termination of this Agreement shall operate without prejudice to the Teach Simple’s rights, defenses and limitations of liability provided under this Agreement, the Membership Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Managing Content, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.

THE TEACH SIMPLE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY TEACH SIMPLE "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. TEACH SIMPLE DOES NOT REPRESENT OR WARRANT THAT THE TEACH SIMPLE SITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

TEACH SIMPLE DOES NOT REPRESENT OR WARRANT THAT THE TEACH SIMPLE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE TEACH SIMPLE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE TEACH SIMPLE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL TEACH SIMPLE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE TEACH SIMPLE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF TEACH SIMPLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, TEACH SIMPLE’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE TEACH SIMPLE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY TEACH SIMPLE FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED ONE THOUSAND ($1,000.00) UNITED STATES DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF TEACH SIMPLE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

This Agreement will be governed in all respects by the laws of the State of Delaware, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under JAMS’ Expedited Procedures in its Comprehensive Arbitration Rules and Procedures (“JAMS”) or of the International Center for Dispute Resolution ("ICDR") in effect on the date of the commencement of the arbitration (the applicable rules to be at your discretion) to be held in one of the following jurisdiction): Seattle, Washington. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Teach Simple shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Teach Simple, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any proceeding within the scope of this paragraph shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.

You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you as set out in section 11(a). You agree to waive any right you may have to (i) trial by jury; and (ii) to commence or participate in any class action against Teach Simple related to the Teach Simple Site, this Agreement or any agreements contemplated hereby.

If Teach Simple is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, you agree to reimburse Teach Simple for its legal fees, costs and disbursements if Teach Simple is successful.

You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

Teach Simple's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without Teach Simple's prior written consent. Teach Simple may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

This Agreement can be amended by the written agreement of the parties or by Teach Simple providing you fifteen (15) days' notice by e-mail at the address set out in section 11(a) and posting amendments on the Teach Simple contributor website. Continued provision of Content or failure to terminate this Agreement within fifteen (15) days of such notice will be deemed to be acceptance of the amendment by you and it will be incorporated by reference into this Agreement.

You understand and agree that information relating to you or any other person such as a model that you may provide to Teach Simple may be retained for a reasonable period, and may be transferred to, stored, accessed and used in jurisdictions worldwide whose privacy laws may be different and less protective than those of your home country. Teach Simple, as data controller and processer, may use this information in connection with the performance of this Agreement, including for contacting you, and may disclose this information to necessary service providers in accordance with the Teach Simple Privacy Policy. Any personal information you do provide may also be disclosed as part of any merger, sale of the company assets or acquisition, as well as in the unlikely event of an insolvency, bankruptcy or receivership in which event personal information would be transferred as one of the business assets of the company. Teach Simple reserves the right to disclose any information you provide in order to respond to claims or protect the rights, property or safety of itself,, customers or the public.

If and to the extent you are submitting Content to Teach Simple as an authorized representative of the applicable copyright owner(s), you acknowledge and agree that (a) you will ensure that such copyright owner(s) comply with the terms of this Agreement where necessary; and (b) to the extent Royalties are paid to you in such capacity, you will be solely responsible for compensating the copyright owner(s) where applicable.

Contact If you have concerns relating to this Agreement, please file a ticket through the Teach Simple contributor site.

Acknowledgement YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF TEACH SIMPLE AGREEING TO PROVIDE A MEANS FOR THE SALE OR LICENSE OF YOUR ACCEPTED CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND Teach Simple, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND TEACH SIMPLE RELATING TO THE SUBJECT OF THIS AGREEMENT.

Teach Simple uses a 1–10 product-weight scale as royalty points. Existing Accepted Content retains its assigned product weight unless Teach Simple changes that weight prospectively under the Rate Card. Single or narrowly scoped resources generally receive fewer points, while substantial units, bundles, curricula and complete programs generally receive more points. Teach Simple may review related listings together and adjust point values prospectively to protect the fairness and integrity of the system.

For each earning month, the monthly royalty rate per point equals the Monthly Contributor Royalty Pool divided by total Royalty-Eligible Download points for that month. Your monthly Royalty equals your Royalty-Eligible Download points multiplied by that monthly rate per point, subject to final rounding and any adjustments permitted by this Agreement.