Teach Simple Contributor Terms & Conditions

a. When you confirm your acceptance, this becomes a binding agreement between you and Teach Simple.

b. You appoint Teach Simple as your non-exclusive agent to license, sublicense and distribute your Content under this agreement. You can submit Content through our upload process. Each submission is covered by these terms.

c. This agreement remains in effect until it ends under Section 11. If you no longer wish to participate under these terms, follow the notice process in that section.

a. We decide, in our sole discretion, which submitted resources and materials (“Content”) are suitable for the Teach Simple site. Content we accept is called “Accepted Content.” Descriptive Information means the information supplied to describe and market that Content. Further submissions remain subject to our submission policies and procedures.

b. Our Content policies and procedures form part of this agreement. You must follow them when submitting Content. A breach of those requirements is also a breach of this agreement.

a. You appoint Teach Simple as your non-exclusive distributor to sell, license or sublicense Content worldwide and collect and remit the related funds under this agreement. For Content you submit, you grant us the worldwide right, through the Teach Simple site or other websites, platforms or services, to market, copy, use, reproduce, distribute, redistribute, sublicense, publish, republish, upload, post, transmit, broadcast, crop, modify, alter, create derivative works, package and repackage Content, produce and sell prints or similar image products, and publicly perform or display it to prospective licensees. These rights cover existing and future media, including the right to sublicense these uses. We may grant perpetual, worldwide licenses or sublicenses to end users and determine their terms. We will not use or license Content for defamatory, pornographic or otherwise illegal purposes.

The worldwide rights granted under this Agreement include distribution of Accepted Content through Teach Simple’s international markets, including Canada, the United Kingdom and Australia, and any additional countries or territories in which Teach Simple may operate in the future. Royalties for eligible activity in these markets are governed by the Compensation section (Section 5) and the applicable Rate Card.

b. We may use Accepted Content and your registered or unregistered trademarks to promote Teach Simple, the Content and its licensing, directly or through third parties. This includes reproducing, modifying, displaying and adapting Content for marketing, sales and promotional materials. These promotional uses may take place on the Teach Simple site or any third-party website or platform, including social media and advertising networks. Teach Simple may also prepare reformatted or adapted versions of Content for its educational library, including localization from US English to UK English through changes to spelling, grammar, terminology and formatting. These examples do not limit the permitted uses, which include creating, using and licensing adaptations. Teach Simple may create marketing materials or other resources using educational ideas, facts, concepts and methods without incorporating your protected expression. No compensation is due for promotional uses. Adaptations offered as educational resources that contain your protected Content remain subject to contributor compensation under Section 5 unless we agree otherwise in writing.

c. You retain ownership, title and copyright in your Accepted Content. This agreement grants the licenses described here; it does not otherwise transfer your copyright to Teach Simple or another party.

a. Do not submit Content, Descriptive Information or other material that infringes intellectual property, privacy, publicity or other legal rights.

b. By uploading Content, you confirm that you own the relevant rights or are authorized to act for the copyright owner, with the authority to grant the rights in this agreement.

c. We will make commercially reasonable efforts to credit you using the name in your contributor profile, but we are not liable if credit is omitted. You accept that some professional uses do not credit the creator and waive objections on that basis. You also accept that Content may be modified, used with sensitive topics, or used or modified in ways that may be controversial or unflattering.

a. Royalties and Rate Card. Royalties for Accepted Content are calculated under the royalty rate card and eligibility rules in effect at the time (“Rate Card”). We may change the Rate Card with at least 15 days’ notice through the Teach Simple website platform before the change takes effect. If you do not accept a change, you may end this agreement under Section 11. Continuing to submit Content or not terminating after the effective date constitutes acceptance to the extent permitted by law.

b. Net Subscription Revenue. This means subscription amounts 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 are excluded. Revenue covering more than one service month may be allocated across those months using our consistently applied accounting method.

c. Monthly Contributor Royalty Pool. We establish a private, company-wide pool under the Rate Card for each earning month. Earning months are calendar months in Coordinated Universal Time (UTC). The pool includes 100% of Net Subscription Revenue allocated to successfully paying members who make at least one Royalty-Eligible Download during that month. It is allocated among contributors based on points generated by Royalty-Eligible Downloads. The pool amount, total platform activity, platform revenue and other contributors’ activity are Teach Simple Confidential Information and are not contributor reporting metrics.

d. Eligible downloads. A “Royalty-Eligible Download” is a member’s download of eligible Accepted Content during a successfully paid subscription service period, subject to the Rate Card. Free-trial and free-account downloads are not eligible and do not become eligible if the member later pays. After converting to a paid subscription, the member must download the Content during a paid service period. Repeated downloads of the same Accepted Content by the same member in one earning month count once.

Your downloads of your own Accepted Content are not eligible. Free Accepted Content remains yours but is not royalty-eligible while offered free. We may also exclude future Teach Simple-owned Content and fraudulent, automated, abusive, duplicate, invalid or otherwise ineligible activity.

e. Points and calculation. Eligible Accepted Content receives a versioned point value under the Rate Card. Your monthly royalty equals your points for that earning month multiplied by the monthly royalty rate per point, subject to rounding and adjustments. Point values and eligibility may change prospectively under the Rate Card. We will use reasonable efforts to report your eligible activity, points, rate and earnings.

f. Adjustments. We may make auditable adjustments in the current or a later period for refunds, credits, cancellations, disputes, chargebacks, fraud, duplicate or invalid activity, prior overpayments, errors, indemnity obligations or other deductions allowed by this agreement. We may offset those amounts against sums otherwise payable, subject to applicable law. Your reporting will describe any material adjustment to your earnings.

g. Payment. Royalties become payable once your unpaid balance reaches $50.00 USD and your required payment, identity and tax information is complete. Released payments are ordinarily processed after the earning month is finalized. Processing may take longer for reconciliation, fraud review, payment-provider delays, incomplete information or other reasonable operational requirements.

a. You are responsible for every use of your contributor account, password and upload access. We may treat use of your login and password as conclusive evidence that you wish to upload Content under this agreement. We are not responsible for monitoring submissions made through your credentials.

a. Content must follow our posting and licensing requirements. We cannot review every submission and are not responsible for its content, quality or the consequences of its upload. In our sole discretion, we may delete, move, reject or edit material that violates or may violate this agreement, another person’s rights or our policies, or that we otherwise consider unacceptable. In those circumstances, you agree to forfeit related fees payable to Teach Simple or as we direct. We may correct errors or omissions but are not required to do so. Any screening we carry out is a courtesy and does not replace your responsibilities. Members are expected to follow their applicable license terms when using Content.

b. We cannot guarantee that customers or licensees will follow their license terms. You acknowledge that unauthorized uses may occur. You may pursue any rights you have against those licensees, but Teach Simple is not liable to you or anyone claiming through you for their breaches.

c. You may request removal of a resource after it has been published in the marketplace for 30 days. We will remove it within 90 days after you initiate the removal request.

d. Resources must not include hyperlinks to other marketplaces.

e. Resources must not add product-specific terms beyond the Teach Simple End User License Agreement and User Terms and Conditions.

a. During and after this agreement, you must not use or disclose Teach Simple Confidential Information without our express written consent, except as this agreement permits.

b. Confidential Information includes information relating to Teach Simple, its members, affiliates, licensors or licensees that is marked confidential or should reasonably be understood as confidential. It includes business models and operations, processes, products, designs, pricing, promotions, plans, opportunities, alliances, Content, graphics, documents, software, finances, research, development, know-how, trade secrets, training materials, personnel, personal information, methodologies, third-party site content and other intellectual property. These materials have confidential and proprietary value to Teach Simple and its licensors.

a. When you submit Content, you confirm that:

1. You have legal capacity and authority to enter and perform this agreement, will follow applicable laws including the US Foreign Corrupt Practices Act and UK Bribery Act, and are not on the US Treasury’s Specially Designated Nationals list. You own the Content or represent its copyright owners, can grant all rights described here, and have not granted conflicting rights or licenses.

2. Any design elements from software or other licensed sources may be incorporated into your Content and licensed to Teach Simple for the uses in this agreement under the applicable source license.

3. Content has no disabling mechanism or protection feature that prevents authorized use, copying or enjoyment. It is free of viruses, worms, locks and other mechanisms that could modify, delete, damage, disable or make inaccessible Content, the Teach Simple site, or another system.

4. Descriptive Information is complete and accurate in all material respects. It does not use false, misleading or irrelevant metadata to manipulate search results or keywords.

5. Content is your original creation and expression, and Content and Descriptive Information do not infringe copyright, trademarks, privacy, publicity or other proprietary rights, or defame or discredit another party.

6. Content was obtained lawfully and is not subject to accreditation terms or access conditions that the uses allowed here would breach.

a. You agree to indemnify, defend and hold harmless Teach Simple and its directors, officers, employees, shareholders, agents and Content licensees from claims, liabilities, losses, costs and expenses, including reasonable legal fees on a solicitor-and-client basis, arising from:

- Actual or alleged use of your account, upload process or Content submissions, whether or not you authorized that use;

- Communications or Content uploaded under your account;

- Your breach of this agreement; or

- Claims that Content used within this agreement infringes another party’s copyright, trade secrets, trademarks, privacy, publicity, intellectual property or other rights.

b. We may take exclusive control of defending a covered claim at your expense. You must cooperate with that defense.

c. Teach Simple may decide whether and to what extent to pursue an infringer or licensee for breaches or infringement involving your Content. You release us from claims arising from that decision. If we recover money intended to compensate for lost licensing fees or statutory damages, the amount remaining after legal, expert and other enforcement costs is divided under Section 5. If we do not pursue a claim, you may do so. Money you recover for lost licensing fees or infringement damages is also divided under Section 5 after your legal and enforcement costs.

a. You may end this agreement with 30 days’ written notice, or another written method we accept that confirms your identity and intention to terminate. Teach Simple may also end it for any reason with 30 days’ notice through the Teach Simple website platform. If we terminate your membership under the Membership Agreement, that is also notice of termination of this agreement for all Content.

b. Either party may terminate immediately by written notice sent as described in Section 11(a) if the other party liquidates all or substantially all assets, dissolves other than inadvertently, materially stops operating, makes an assignment for creditors, is adjudicated insolvent or bankrupt, or breaches this agreement. The same right applies where a bankruptcy, reorganization, readjustment, dissolution or liquidation proceeding, or a receivership or trusteeship involving all or a substantial part of the party’s property, remains in effect for 30 days or more.

c. We may also treat an account as terminated and offset fees or credits against administration costs if, in our reasonable opinion, there was a material misrepresentation about your capacity, identity or Content ownership, or if the account has had no login or other activity for 24 months despite reasonable commercial efforts to contact you using your profile information.

a. For Content covered by termination:

1. We will remove the applicable Accepted Content from the site within 90 days after termination.

2. Where Content previously appeared in Teach Simple promotional materials, we may continue licensing it until removal for up to 90 days after termination.

3. Royalties remain payable under this agreement and the applicable Rate Card for licenses granted during the transition, subject to permitted offsets.

4. If a customer reports a license delivered before termination, applicable royalties will be paid within 60 days after that report.

b. Ending the agreement for one category of Content does not change the parties’ obligations for other categories or the rights already granted to licensees or sublicensees.

c. Termination does not remove Teach Simple’s existing rights, defenses or liability limitations under this agreement, the Membership Agreement or the Terms of Use. Managing Content, confidentiality, submission commitments, indemnity, warranty disclaimers and liability limitations continue after termination.

d. You can request removal of listings or close your account under this agreement. Teach Simple may still keep internal copies and continue the resource-development uses agreed in Section 3(b), including creating, using and licensing authorized adaptations, subject to applicable law. Your original contributor listings will still be removed under Sections 7 and 12. For authorized adaptations, Sections 3(b) and 12(d) govern where those removal provisions conflict, with the compensation requirement unchanged.

a. The Teach Simple site, Content and information are provided “as is,” without express or implied warranties or conditions, including merchantability, fitness for a particular purpose or non-infringement. We do not guarantee that your Content will be offered for licensing or sale, or that its use or availability will be uninterrupted or error-free.

b. We do not guarantee that downloadable Content is free of viruses or similar harmful features.

a. You assume responsibility and risk for using the site, its Content and information.

b. Teach Simple and its directors, officers, employees, shareholders, partners, agents and licensees are not liable for incidental, indirect, punitive, exemplary or consequential damages, including lost profits, interrupted business, lost business information or other financial loss, arising from this agreement or the use of, reliance on or exploitation of the site or Content. This applies even if we were advised that such damages were possible, and whether the claim is based on contract, tort, negligence, infringement or another legal basis.

c. Teach Simple’s total aggregate liability under this agreement or for the use or exploitation of Content is limited to the fees we collected for the Content involved in the claim and will never exceed $1,000.00 USD.

d. Some jurisdictions do not allow particular liability exclusions or limits. Where that applies, our liability is limited to the greatest extent the law permits.

a. Delaware law governs this agreement without applying conflict-of-laws rules. Disputes about this agreement, its enforceability or the parties’ business relationship are resolved through binding, confidential arbitration before one arbitrator in Seattle, Washington. You may choose JAMS’ Expedited Procedures under its Comprehensive Arbitration Rules and Procedures or the International Center for Dispute Resolution rules in effect when arbitration begins. The proceedings are in English. The decision is final and binding and may be entered as a judgment by a court with jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods does not apply. The prevailing party may recover reasonable legal costs for the part of the dispute on which it prevailed, with opposing cost awards offset. Teach Simple may seek injunctive or other equitable relief from a court with jurisdiction when, in our opinion, it is necessary or desirable to protect our rights. Proceedings covered by this section must begin within two years of the events giving rise to the claim, notwithstanding another applicable limitation period.

b. You agree to receive required notices or legal process by registered mail or overnight courier with proof of delivery at the address or contact details described in Section 11(a). You waive a jury trial and participation in a class action involving Teach Simple, this agreement or related agreements.

c. If Teach Simple successfully goes to court or arbitration to enforce this agreement or collect fees, you must reimburse our legal fees, costs and disbursements.

a. You confirm that you have reviewed the Membership Agreement, Terms of Use and any other agreements incorporated into this agreement. You are bound by them to the extent they are incorporated here.

b. If we do not insist on strict performance or enforce a provision, we have not waived that provision or our rights.

c. This agreement is personal to you and binds your heirs, executors and legal representatives. You may not assign it without our prior written consent. We may assign it without your consent if the recipient agrees to its terms.

d. If a provision is wholly or partly unenforceable, the parties will replace it with an enforceable provision that reflects its intent as closely as possible. If we cannot agree, a court with jurisdiction will do so.

e. This agreement may be changed by the parties’ written agreement, or by Teach Simple providing at least 15 days’ advance notice through the Teach Simple website platform and posting the updated terms on the contributor site. The notice will identify the effective date and provide access to the updated terms. Your continued use of the contributor services after that date constitutes acceptance of the updated terms.

f. Information you provide about yourself or another person, such as a model, may be retained for a reasonable period and transferred to, stored, accessed or used in countries whose privacy laws differ from, and may be less protective than, those in your home country. As data controller and processor, Teach Simple may use it to perform this agreement, contact you, and share it with necessary service providers under our Privacy Policy. It may also be transferred in a merger, asset sale, acquisition, insolvency, bankruptcy or receivership, or disclosed to respond to claims or protect Teach Simple, its customers or the public.

If you submit Content for its copyright owners, you must ensure they follow this agreement where necessary. You are responsible for paying them from royalties paid to you in that capacity.

If you have a question or concern about this agreement, submit a support ticket through the contributor site.

By accepting, you confirm that you have read and understood this agreement and had an opportunity to obtain independent legal advice. In exchange for Teach Simple providing a means to sell or license your Accepted Content, you agree to these terms. This is the complete agreement on this subject and replaces prior proposals, agreements and communications between you and Teach Simple, whether written or oral.

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

b. Each month’s 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 eligible download points multiplied by that rate, subject to final rounding and permitted adjustments.