General Terms & Conditions

TeacherSherpa, Inc. Terms of Use and Service

Last Modified: June 23, 2016

Acceptance of the Terms of Use

These terms of use and service are entered into by and between you and TeacherSherpa, Inc. ("Company", “TeacherSherpa,” "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of TeacherSherpa.com, including any content, functionality and services offered on or through TeacherSherpa.com (the "Website"), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, Copyright Policy, found at https://teachersherpa.zendesk.com/hc/en-us/sections/203627697-Terms-Conditions incorporated herein by reference, and our Privacy Policy, found at https://teachersherpa.zendesk.com/hc/en-us/sections/203627697-Terms-Conditions, incorporated herein by reference (“Agreement”). If you do not want to agree to these Terms of Use, Copyright Policy or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older, reside in the United States or any of its territories or possessions, and are educators or employed by educators. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website. We will endeavor to notify you of changes to the Terms of Use, Copyright Policy and Privacy Policy before we post any changes via the email that you provide to us, so it is your responsibility to keep your email address current with us.

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

Accessing the Website and Account Security

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

You are responsible for making all arrangements necessary for you to have access to the Website.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy (https://teachersherpa.zendesk.com/hc/en-us/sections/203627697-Terms-Conditions), and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

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

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use or the Copyright Policy and including without limitation termination for extended periods of inactivity.

Fees for Services

         TeacherSherpa allows users to find classroom materials for use in their classrooms. For free, TeacherSherpa allows users to find classroom materials and download or print the materials for use in their classrooms or for similar educational purposes.

            Upon the successful payment of premium membership fees, and in accordance with the Terms of Use and Copyright Policy, users may find classroom materials and additionally duplicate and edit those materials using the tools accessible through the Website, share those materials, download and print those materials and related services.

Your fee for these additional services is the amount you were charged for your premium membership or plan, not including any promotions or discounts that may have been applied (the "Fee(s)"). For this or other reasons, the Fee might be different than the amount paid by another new or existing user who purchased the same services in the same market. Fees may be made either on a monthly or annual (“Premium membership”). Fees may be paid in advance online using our third party pay service (“Payor Provider”). All Premium memberships will be automatically renewed upon the terms set forth below, unless such Premium membership is cancelled or terminated as provided below or unless you opt out of the automatic renewal feature as provided below.

Monthly Payment Premium memberships:

If you currently have or select a monthly payment premium membership, each month we will automatically renew your premium membership on a month-to-month basis at the Fee (as such Fee may be modified as provided above) using the credit card, debit card or other payment information on file with the Payor Provider. Each monthly renewal payment will take place on or about your expiration date. If the renewal of your monthly membership fails for any reason, we may attempt to process your renewal for a period up to thirty (30) days in accordance with our standard renewal practices then in effect (which may be modified from time to time by us). Except as otherwise required by applicable law, you agree that we will not provide you with any notices prior to each monthly renewal payment.

Annual Payment Premium memberships:

If you select an annual payment premium membership, we will automatically renew your annual Premium membership for one year at the Fee for annual Premium memberships (as such premium membership fee may be modified as provided above) using the credit card, debit card or other payment information on file with Payor Provider. Such annual renewal payment will take place on or about your expiration date. If the renewal of your annual Premium membership fails for any reason, we will attempt to process your renewal for a period up to thirty (30) days in accordance with our standard renewal practices then in effect (which may be modified from time to time by us). Except as otherwise required by applicable law, you agree that we will not provide you with any notices prior to each annual renewal payment

Trial Offers:

If you received a free offer, we will renew your Premium membership at the Fee (as such Fee may be modified as provided above) using the credit card, debit card or other payment information on file with Payor Provider. All existing memberships will be renewed at the Fee (as such Fee may be modified as provided above) and will include access to all purchased premium memberships unless you otherwise elect to cancel access to a particular premium membership in accordance with the provisions set forth below.

Canceling Your Premium membership:

If you decide to cancel your premium membership, in order to avoid renewal, your cancellation request must be received by no later than 5:00 p.m. Central Time on the business day prior to your scheduled renewal payment date in the manner that we require under your Account information on the Website.

If you choose to cancel your Premium membership or fail to pay any Fees, we may downgrade your Account to the free access.

Referral Program

            We may offer from time to time the ability to earn credits or cash by sharing your original works of art and inspiring other teachers to become Premium members of TeacherSherpa (“Referral Program”). We may issue to you commissions for referrals to TeacherSherpa through our referral program (“Commissions”). Commissions may be earned upon the successful payment of a referred teacher to TeacherSherpa for Premium membership. Such Commission may be repeated until the Premium member cancels, downgrades, or is terminated. Premium members may not be multiple referral sources.

Commissions pay be paid out through using PayPal echecks or may be used for credit against TeacherSherpa Fees as we may enable from time to time. Any attempt to transfer or sell the Commissions while they are unpaid Commissions will result in automatic forfeiture of Commissions. We may restrict the method by which you can claim Commissions, and your failure to comply with out instructions will also forfeit such Commissions. Any processing fees from the processing of Commissions or taxes due on Commissions are strictly and entirely your responsibility. We may report such earnings to applicable taxing authorities as required by law and issue earning statements as required by law.

“Lifetime” means your lifetime so long as you are an active user with a valid account for our Services unless we agree to extend for longer. We may revoke or reduce Commissions earned at any time if you violate the terms of the Copyright Policy or the Terms of Use, fail to pay any Fees or terminate this Agreement, the Services or the provision of the Website. All Commissions are forfeitable upon cancellation or termination of this Agreement or your account. Any unused or unclaimed Commissions will be forfeited. Improper use the Referral Program is also grounds for termination of your account. Proper use is using the Referral Program to inspire other teachers to use and create using TeacherSherpa. Artificially referring users to TeachSherpa is improper use.   Using robots, spiders, code or similar technology to create overwhelming referrals or “hijack” other Premium member’s referrals is improper use. There may be other improper uses as technology evolves, and TeacherSherpa reserves the right to decide what is improper use in its sole discretion.

You are not an employee, independent contractor, joint venturer or other affiliated party of TeacherSherpa. You may not bind TeacherSherpa by participating in the Referral Program nor hold yourself out as having authority to commit TeacherSherpa.

The Referral Program utilizes linking and referrals using third party website and services. We are not responsible for these third party website and services nor any damages or loss of Commissions that may be caused by these third party website and services.

TeacherSherpa “Royalties Program”

We may offer from time to time to those with paid Premium memberships the ability to earn credits or cash by sharing your original works of art with others (“Royalties Program”). To participate in the Royalties Program, members submit original creative materials to TeacherSherpa for TeacherSherpa review.  If TeacherSherpa accepts the work, Teachersherpa will feature the work on the Inspiration Wall.  When a free member downloads or duplicates the work from the Inspiration Wall, the Premium Member earns $0.10 for either the download or duplication per free member.

TeacherSherpa will make payments monthly on the 15^th of each month via Paypal for balances above $10.  You must be a Premium Member in good account status to earn or receive any monies in the Royalties Program.  You may not attempt to sell or transfer any earned “Royalties.”  Any such attempt shall result in forfeiture. Any processing fees or taxes on any such “Royalties” shall be entirely your responsibility.  Any unclaimed “Royalties” shall be forfeited upon termination of your membership with TeacherSherpa."

Intellectual Property Rights

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

These Terms of Use permit you to use the Website for your personal, non-commercial use only (except for certain Classroom Materials you create which may be sold pursuant to our Copyright Policy). You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

• The Classroom Materials as described in the Copyright Policy (https://teachersherpa.zendesk.com/hc/en-us/sections/203627697-Terms-Conditions).
• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of the Terms of Use, Copyright Policy or Privacy Policy per version for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
• If we provide social media features connecting to such social media outlets, such as, Facebook ® Pinterest ® and Instagram ® * with certain content, you may take such actions as are enabled by such features.

*Trademarks belong to their respective owners.

You must not:

• Modify copies of any materials from this site except in accordance with the Copyright Policy.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text, except as set forth in the Copyright Policy.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website, except as set forth in the Copyright Policy.

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

Trademarks

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

Prohibited Uses

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

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards found in our Copyright Policy (https://teachersherpa.zendesk.com/hc/en-us/sections/203627697-Terms-Conditions).
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Website.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards or other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.

All User Contributions must comply with the Content Standards set out in the Copyright Policy and is subject to the Copyright Policy (https://teachersherpa.zendesk.com/hc/en-us/sections/203627697-Terms-Conditions. Classroom Materials User Contributions are subject to the Copyright Policy.

Termination

This Agreement is effective until terminated by either party. You may terminate this Agreement at any time by notifying us at the email address provided below or as we may provide for account deletion on our Website. We may terminate this Agreement at any time for any reason in a manner in which we choose in our sole discretion. This Agreement will terminate immediately without notice from us, if in our sole discretion you fail to comply with any term or provision of this Agreement, if you infringe any third party's rights, or if you engage in conduct that is illegal, tortious or that interferes with the technological operation of this site. We may terminate for non-use of the Website (“Non-Use”). If you do no use the Website, we may notify you of potential termination for non-use and monthly thereafter. In lieu of termination, we may demote your status in the TeacherSherpa environment. Upon request by us, you must destroy all materials obtained from us and all copies thereof according to the permissions contained in the Copyright Policy, whether made under the terms of this Agreement or otherwise.

ALL FEES ARE NON-REFUNDABLE. Termination of your account may include removal of your access to all offerings of the Website, deletion of your password, deletion of all related information and files, may include the deletion of the User Content associated with your account (or any part thereof), and barring your further use of the Service. If you terminate your account or fail to use your account in accordance with the Non-Use provisions, we may refund of any Fees and/or give compensation for any Commissions in our sole discretion. Because your use of your Account is personal to you, your death will likewise terminate the Agreement and all Commissions will be forfeited.

Changes to the Website

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

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy (https://teachersherpa.zendesk.com/hc/en-us/sections/203627697-Terms-Conditions). By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features

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

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

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

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

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

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

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

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

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links to social media sites, links to referral source providers, links to our Payor Provider, and links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. While we may assist to mitigate damages or in any wrongdoing caused by these third parties, you agree that these third parties are the resposible parties and you must resolve your dispute or claim damages against these third parties first before addressing with us.

Geographic Restrictions

The owner of the Website is based in the state of Texas in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

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

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

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE TEXAS DECEPTIVE TRADE PRACTICES ACT AND ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. IF YOU HAVE ANY QUESTIONS ABOUT THE FOREGOING DISCLAIMERS, YOU SHOULD SEEK THE ADVICE OF AN ATTORNEY OR YOUR EDUCATIONAL INSTITUTIONS COUNSEL BEFORE USING THE WEBSITE.

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

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

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

Indemnification

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

Governing Law and Jurisdiction

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

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

Arbitration

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

Limitation on Time to File Claims

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

Waiver and Severability

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

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

Entire Agreement

The Terms of Use, Copyright Policy and, our Privacy Policy constitute the sole and entire agreement between you and TeacherSherpa,Inc. with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

This website is operated by TeacherSherpa, Inc., 1250 Capitol of Texas Hwy South, Bldg 3, Ste 400, Austin, Texas 78746.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy (https://teachersherpa.zendesk.com/hc/en-us/sections/203627697-Terms-Conditions) in the manner and by the means set forth therein.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: [e-mail]