Teachers1on1

Teachers1on1 Payment Terms and Conditions

Date Updated: 12.24.2020

Teachers1on1, LLC, a Florida limited liability company (“Teachers1on1”), has created the Teachers1on1 website at www.Teachers1on1.com (the “Website” or the “Site”) to assist Teachers in the distribution of Teacher Content to Users, both as defined in the Website’s Terms and Conditions.

PLEASE READ THESE PAYMENTS, REFUNDS, AND CANCELLATION TERMS OF SERVICE (THESE “TERMS”) CAREFULLY AS THEY SET FORTH YOUR OBLIGATIONS WITH REGARD TO THE TEACHERS1ON1 SERVICES AND AFFECT YOUR LEGAL RIGHTS AND REMEDIES. BY USING THE TEACHERS1ON1 PAYMENT SERVICES AND CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS A PART OF THE REGISTRATION PROCESS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OR USE OUR PAYMENT SERVICES.

1. Payment Terms for Teachers.

The following terms apply to Teachers’ use of the payment services provided by Teachers1on1 (“Payment Services”):

1.1. Eligibility. The Website may be used or accessed by: (i) persons over the age of 13; and (ii) persons under the age of 13 who have the consent of a parent or legal guardian. By registering to use the Site and Payment Services, you represent and warrant that you are: (i) at least 13 or; (ii) you are under the age of 13 and you have the consent of a parent or legal guardian.

1.2. Registered User Acting in a Representative Capacity. If you are agreeing to these Terms on behalf of a company or other legal entity (“Your Organization”), then (i) you represent and warrant that you have authority to act on behalf of, and to bind Your Organization and (ii) for all purposes in these Terms and the Privacy Policy, the term “you” means Your Organization on whose behalf you are acting.

1.3. Consent to Our Privacy Practices. Please review the Privacy Policy, which explains how Teachers1on1 treats information you provide to Teachers1on1 through the Site, including personal information.

1.4. Payments of Distributions Due. Upon your election to use the Payment Services, Teacher authorizes Teachers1on1 to collect Distribution (as hereinafter defined) amounts via credit card, debit card, and electronic funds transfer payments (together “Payments”) from Users on Teacher’s behalf in exchange for the fees and payments set forth in the Terms. “Distribution(s)” are defined as fees, royalties, deposits, and all other amounts agreed between the applicable User and Teacher.

1.5. Financial Preferences.

1.5.1. “Payment Account” means a payment method that you have designated for use in connection with your Teachers1on1 account, such as a credit card, debit card or PayPal to be used for Payment Services with Teachers1on1.

1.5.2. “Deposit Account” means a deposit method that you have designated for use in connection with your Teachers1on1 account, such as PayPal, direct deposit, a prepaid card or a debit card (where available) to be used for Payment Services with Teachers1on1.

By adding a Deposit Account, you acknowledge and agree that Teachers1on1 will collect the full (or partial, depending upon the payment arrangement set by Teacher, as provided in Section 2 below) Payment for the Teacher Content (as defined in the Terms and Conditions) from the User, and will initiate deposit of the collected amount to your Deposit Account.

1.6. Authorization for Debits and Credits. You hereby authorize Teachers1on1 to access your Payment Account or Deposit Account for the following purposes:

1.6.1. to deposit Payments due to you; and

1.6.2. to debit any fees or charges owed to Teachers1on1 in accordance with these Terms, including fees related to chargebacks and Non-Sufficient Funds (“NSF”) prior to settlement to your bank account. In the event Teachers1on1 is unable to recover any fees for any reason, Teacher agrees to pay all reasonable costs of collection, including reasonable attorneys’ fees, incurred by Teachers1on1.

1.7. Right of Offset. In the event Teachers1on1 is unable to debit Teacher’s Payment Account for any fees or charges owed to Teachers1on1 or in the event of a dispute (see Section 3 below), you authorize Teachers1on1 to deduct (off-set) such amounts from future Distribution Payments. Teachers1on1 shall be entitled to offset any payment obligation that Teachers1on1 may have to you under these Terms against (1) Distributions owed by you, (2) amounts overpaid to you due to a later reversal, refund, chargeback or other adjustment to prior Payment transactions, and (3) any other amounts owed by you to Teachers1on1 under these Terms or any other agreement.

1.8. Provision of Information. You agree to keep your financial account information up-to-date with Teachers1on1. Failure to do so will result in Distributions being misdirected, held by Teachers1on1 pending confirmation, or returned to User. Teachers1on1 disclaims all liability for Payments if your financial account information is not kept current. Teachers1on1 may suspend or terminate without notice your ability to accept Payments if you fail to keep this information current or block Teachers1on1’s ability to debit or credit your Payment Account or Deposit Account. You shall provide Teachers1on1 with such information as Teachers1on1 may lawfully require in order to promptly and accurately perform the Payment Services. You shall promptly notify Teachers1on1 of any and all inaccuracies in, or changes to, the information provided by you. Teachers1on1 shall in no event be liable for any damages directly or indirectly resulting from your failure to provide current and correct information.

1.9. Chargebacks and Reversals. Teacher acknowledges and agrees that any Payment by a User is subject to a right of chargeback if paid by credit or debit card or reversal if an ACH transaction, as these rights exist between the User and his/her respective bank or credit card issuer. In the event of a chargeback or reversal of any Payment by a User, Teachers1on1 will automatically deduct such amount plus any fees associated with the chargeback or reversal from your Payment Account. Thereafter, Teachers1on1 will open a resolution case and investigate the reason for the charge back. You agree to cooperate with Teachers1on1 and to provide any information that may be reasonably requested by Teachers1on1 in its investigation. In the event it is determined that Teacher was not at fault in connection with the chargeback, Teachers1on1 will use commercially reasonable efforts to dispute the chargeback on your behalf. In the event it is determined that the chargeback was due to Teacher negligence or other similar circumstances, Teachers1on1 will, in its sole discretion, charge the chargeback fee to Teacher. You are liable for all chargebacks or reversals of Payments processed on your behalf by Teachers1on1, including the chargeback fee. You acknowledge that chargeback and reversal decisions are made by the applicable issuing bank or credit card networks and all judgments as to the validity of the chargeback or reversal is made at the sole discretion of the applicable issuing bank or credit card networks and that Teachers1on1 shall have no liability or responsibility in connection with any chargeback or reversal.

1.10. Payment by Teacher for Use of Site. In consideration for Teacher’s use of the Site, Teachers agree to pay Teachers1on1 a fee of thirty percent (30%) of Teacher’s income on the Site. Teachers1on1 processes payments to Teachers upon reaching the minimum balance of $75.00USD for domestic Teachers and $150.00USD for international Teachers. Payments are processed by Teachers1on1 approximately twelve days after each pay period ends. Pay periods run from Monday - Sunday of each week.

1.11. Taxes. Teacher is responsible for any and all applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental entities of whatever kind and imposed with respect to the transactions under these Terms, including penalties and interest, but specifically excluding taxes based upon Teachers1on1’s net income. On an annual basis, Teachers1on1 may be required to report any Payments processed on your behalf to the IRS or other tax authorities. Teachers1on1 is not responsible for, and is not the entity collecting sales or income or other taxes with respect to the Payments. You will promptly provide Teachers1on1 with documentation as may be required by the applicable governmental entity in order for Teachers1on1 to process payments hereunder (including, without limitation, a valid certificate of your exemption from obligation to pay taxes as authorized by the appropriate governmental entity), and Teachers1on1 may withhold any Payments until you have provided the required documentation.

1.12. Limitation on Use of Services/Website. Teachers may only utilize the Payment Services for the payment of Distributions as defined herein. You may not use, and hereby represent and warrant that you will not use, the Payment Services for any other purpose, including but not limited to the payment for any illegal activity, good, or service. You agree to comply with all Teachers1on1 policies, and any other limits concerning use of the Website and Payment Services, as updated by Teachers1on1 from time to time, including without limitation: (i) Teachers1on1’s requirements for data security; and (ii) any operating rules and/or policies of the card associations or networks that are used to process the Payments (as such may be updated from time to time). Notwithstanding anything in the Terms to the contraryTeachers1on1 has the right (a) to change, suspend or discontinue the Payment Services or Website, in whole or in part and (b) to impose limits on certain features or restrict access to parts or all of the Payment Services or Website without notice and without liability when Teachers1on1, in its sole discretion, determines necessary to protect the integrity of the Website and its operations, to avoid harm to others, or for any other reason. Teachers1on1 may decline to process any payment in connection with, among other reasons, fraud prevention activities, applicable law, or Teachers1on1 policies.

1.13. Payments. You acknowledge and agree that:(i) your distribution of Teacher Content are transactions between you and the relevant User and not with Teachers1on1 or any of Teachers1on1’s affiliates; (ii) Teachers1on1 is a third-party Distribution collector for you and is not a party to any transaction; (iii) Teachers1on1 will not be responsible for, and does not control, whether a User will make any Distribution Payment; (iv) Teachers1on1 is not a bank or other chartered depository institution; and (v) funds processed by Teachers1on1 or its service providers (including any bank service providers) in connection with the collection of Distributions are not deposit obligations and are not insured for your benefit by any governmental agency.

2. Payment Terms for Users.

2.1. User Responsibility for Payments. Teachers1on1 provides Payment Services, which Teachers may elect to participate in to facilitate payment using a third party payment processor.

2.2. Authorization to Deduct. Where a Teacher has elected to participate in the Teachers1on1 Payment Services, Users hereby authorizes Teachers1on1 to automatically deduct from the financial account provided by the User at the time of the purchase (your “Payment Method”) all amounts that are due for the Teacher Content. User hereby certifies that he/she is authorized to effect charges to the account number provided to Teachers1on1. In the case of any issues or disputes concerning any transaction under these Terms, User will notify Teachers1on1 promptly to rectify the situation prior to notifying his/her credit card company. User authorizes Teachers1on1 or its payment processor to store and charge User’s Payment Method as provided in these Terms. You agree that Teachers1on1 may obtain any updates to your Payment Method from our financial services institutions to update our records for your Payment Method.

3. User Conduct; User Disputes.

Teachers1on1 is not responsible for and is not liable for any Teacher Content, conduct, or interaction of Users. You are solely responsible for your conduct and interaction with other Users, both online and offline. Teachers1on1 has no obligation to become involved in disputes between Users. If you have a dispute with one or more Users, you release Teachers1on1 (and Teachers1on1’s officers, directors, agents, employees, subsidiaries, and affiliates) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

4. Warranty Disclaimer.

TEACHERS1ON1 DOES NOT PROMISE THAT THE WEBSITE OR PAYMENT SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT THE WEBSITE WILL PROVIDE SPECIFIC RESULTS FROM YOUR USE OF THE WEBSITE, USE OF THE SERVICES, OR YOUR USE OF ANY CONTENT, SEARCH, OR LINK ON IT. THE WEBSITE AND ALL SERVICES (INCLUDING PAYMENT SERVICES) AND CONTENT WITHIN IT ARE DELIVERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WHEN YOU ACCESS THE WEBSITE YOU DO SO AT YOUR OWN RISK. TEACHERS1ON1 DOES NOT WARRANT OR REPRESENT THAT MATERIALS YOU DOWNLOAD FROM TEACHERS1ON1 SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES. TEACHERS1ON1 SHALL IN NO WAY BE LIABLE TO YOU DUE TO ANY DISRUPTION OR UNAVAILABILITY OF THE SERVICES, PAYMENT SERVICES, OR WEBSITE DURING WHICH REGISTERED USERS ARE UNABLE TO ACCESS OR USE THE SERVICES, PAYMENT SERVICES, OR WEBSITE OR ANY FAILURES THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF A PAYMENT OR THE SERVICES (INCLUDING PAYMENT SERVICES).

TEACHERS1ON1 DISCLAIMS (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, COMPLETENESS, OR LEGALITY OF CONTENT AVAILABLE THROUGH THE WEBSITE; AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING CONTENT THROUGH THE WEBSITE, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND PAYMENT SERVICES IS AT YOUR SOLE RISK.

5. Limitation of Liability.

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL TEACHERS1ON1 BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATE TO YOUR USE OF THE WEBSITE AND RELATED SERVICES AND CONTENT.

6. Indemnity.

You agree to defend, indemnify, and hold Teachers1on1 and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys’ fees, arising from or related to your breach of the Terms. In the event that third parties believe they are harmed by your Content posted on the Site, and such Content gives rise to violation of privacy claims, claims of infringement, claims related to use of a third party’s image in Content without consent or any other claims of damage by a third party (each a “Third Party Claim”), then you agree to defend, indemnify, reimburse, and hold Teachers1on1 harmless from all costs and expenses (including reasonable attorneys’ fees) arising from such Third Party Claim. Teachers1on1 shall give you timely notice of and shall have the option to undertake and conduct the defense of any such Third Party Claim, if you are not diligently prosecuting such defense.

7. Modifications to these Terms.

Teachers1on1 may modify and change these Terms over time. Teachers1on1 will not “retroactively” change these Terms, and any modifications Teachers1on1 makes shall take effect proactively, once you next access the Website. Please feel free to print out a copy of the Terms for your records.

8. Assignment.

The Terms shall not be assignable by you, either in whole or in part. Teachers1on1 reserves the right to assign its rights and obligations under the Terms.

9. Choice of Law; Forum; Arbitration.

These Terms shall be governed by the laws of the State of Florida, without regard to its conflict of laws rules or principles. Users agree to the exclusive jurisdiction and venue in Florida for all arbitration and other proceedings arising out of these Terms.

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN USERS AND TEACHERS1ON1 OR ANY OF OUR AFFILIATES OR THEIR RESPECTIVE AGENTS, EMPLOYEES, PRINCIPALS, SUCCESSORS OR ASSIGNS ARISING FROM OR RELATING TO THESE TERMS, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY HEREOF, OR THE RELATIONSHIPS WHICH RESULT FROM THESE TERMS (INCLUDING TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RELATIONSHIPS WITH THIRD PARTIES WHO ARE NOT SIGNATORIES TO THIS AGREEMENT), SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”), as modified by these Terms, and will be administered by the AAA before a single arbitrator. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. Any award of the arbitrator shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO ANY SUCH CLAIMS. Nothing contained in this shall be deemed to prohibit Teachers1on1 from seeking an injunction or other equitable relief in any court of competent jurisdiction to protect or preserve our rights in and to intellectual property or confidential information. The prevailing party will be entitled to receive from the non-prevailing party its costs relating to the arbitration proceeding including but not limited to, the arbitrator’s fees, attorneys’ fees and costs, witness fees, transcription fees, etc. and sales and use taxes thereon, if any. No part of the arbitration will be open to the public or media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief. This arbitration agreement will survive the termination of your relationship with Teachers1on1.

10. General.

If any provision of the Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Teachers1on1’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. The Terms set forth the entire understanding and agreement between Teachers1on1 and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral. To the extent of a conflict between the Terms and the Website’s Terms and Conditions, the Website’s Terms and Conditions shall control.

11. Contact Us.

If you have any questions about these Terms, the practices of this Site, or your dealings with the Site, please contact Teachers1on1 at: legal@teachers1on1.com