Last updated: 04/04/2023.

Welcome to Coach to Coach LLC (referred to in this policy as “Coaches Paying Coaches”, ”CoachesPayingCoaches.com”, “CPC”, “us”, “we”, or “our”) has adopted the following Terms of Service which govern your relationship with CPC and provide important information about your legal rights (“Terms”).

These Terms explain the rules you need to follow when you visit our marketplace located at CoachesPayingCoaches.com and related subdomains (together, the “CPC Marketplace”), any affiliated web pages we may host (which together with the CPC Marketplace, we refer to in these Terms as the “Sites”), our mobile applications (“Apps”), and any other services we might offer (together the Sites, Apps, and related services are our “Services”).

Please note that Section 10.A of these Terms describes what happens in the event of a dispute between you and CPC, and includes a binding arbitration clause as well as a class action waiver. Please review that section carefully as it affects your right to a jury trial and to participate in a class or representative action.

The CPC Marketplace offers an open platform for educators and creators to discover, buy, sell, and share their original content for coaching and learning, athletic decor, and supplies for creating such works (“Resources”). Resources may include electronically delivered files, digital products, streaming video, physical or used goods, and other product types. CPC may modify, add, discontinue support for, or limit the availability of any product type. A Resource, together with the Resource title, description, and other listing information make up a “Resource Listing.” CPC at no time owns or sells Resources for or on behalf of our Sellers.

Users of the CPC Marketplace include members who have registered for a CPC account (“Account”) (“Members”) and visitors who browse the marketplace without registering for an Account (“Visitors”). (Visitors and Members together are our “Users”.)

By using our Services as a Visitor, Member, or in any other manner, you agree to follow these Terms, including the terms of our Privacy Policy, Copyright & Trademark Policy, Community Guidelines, Seller Fees and Payout Rates Policy, CPC for Schools User Agreement (as applicable), CPC School Access Supplementary Terms for Sellers (if you are participating in CPC School Access as a Seller), Digital Tools User Agreement (if you use Athlete Tools) and any other terms or policies which are incorporated as part of these Terms.

1. Membership

This section provides information on who’s eligible to join our community, how to create an account, and the types of accounts we offer. To use many of the features of our Services, we require you to register as a Member with us. Some Members post, share, and sell Resources (Sellers), other Members use their accounts only to browse, purchase, and download Resources (Buyers), and some do both. We also offer schools the ability to join CPC and connect with their coaches (Organizations).

A. ELIGIBILITY

To use many aspects of our Services, you’ll be asked to become a Member. Only individuals who are 18 years of age or older are eligible to become Members. By registering for an Account or using our Services, you represent and warrant that you are at least 18 years old.

When you create an Account, the information you provide needs to be true and accurate. Don’t provide fake or false information, don’t provide information that violates someone else’s rights, and don’t impersonate someone else.

We may ask for proof of your age or identity at any time in order to verify your Account and we may close or suspend access to your Account if you violate this rule or if we are unable to verify your age or identity.

If you’re a school, organization, government, business, or other entity, the person whose email address is associated with the Account must have authority to bind the entity to this Agreement.

If your Account has been closed by CPC, you are no longer eligible to be a Member of our community.

B. USERNAME & PASSWORD

You’ll be asked to pick a username for your Account. Your username has to be unique and can’t be inappropriate, offensive, or something that violates the rights of someone else.

You’ll also be asked to pick a password to protect your Account. Together this information is used to access your Account. It’s your responsibility to keep your login information confidential and you’re responsible for any and all activity that happens under your Account whether or not you authorized it. If you believe that your Account has been accessed by an unauthorized person, please contact our Customer Experience team as quickly as possible at [email protected] so we can help.

C. MEMBERSHIP TYPES

Buyers. You can join CPC as a Buyer to use our Services for purchasing and downloading Resources (“Buyer”, “Buyer Membership”). A Buyer Account is owned by the individual whose name and email address are listed on the Account profile. As a Buyer, you’ll be able to make purchases, download free and purchased Resources, post Feedback, questions, comments, requests, or other public messages (“Communications”), submit requests for custom products, connect with other Members, your School, or an Organization, and enjoy other features and services we may offer.

Sellers. You can enjoy additional capabilities that allow you to offer and sell Resources through our Services as a Seller (“Seller”, “Seller Membership”). Sellers include individuals offering their own authored works (“Coach-Authors”) and organizations or entities offering materials produced by one or more employees or commissioned authors (“Publishers”). CPC reserves the right to modify your Seller Membership type at any time at our discretion. (See subsection D below for more information about Seller Memberships.)

Seller Memberships have all the same features of Buyer Memberships plus the ability to upload and sell Resources, access sales data, purchase promotional space, access marketing features and tools, and access additional information and communication features. The tools and features available to a Seller depend on the Seller’s chosen Membership level.

D. MEMBERSHIPS & FEES

Purchases, taxes, and fees. You are responsible for paying any amounts due, including any applicable taxes, when you make purchases on CPC. When you purchase on CPC, you will be charged (in U.S. Dollars) the list price for each item as well as applicable state and local sales taxes, and any fees associated with your order. By placing an order, you represent and warrant that the billing information you’ve provided is accurate. CPC enables Sellers to collect sales tax on applicable orders in states where they have designated an obligation. CPC is not responsible for the information provided by our Sellers and does not guarantee the accuracy of sales tax calculations. In addition, as set forth in section 5 below, for states with applicable marketplace collection laws, and for certain other states in which CPC has received permission (including by having entered into a collection agreement), CPC will calculate, collect, and remit applicable sales tax. Where sales tax applies to your order, the amount of tax due will be estimated at checkout and may differ from the final sales tax amount that will be charged when your order is processed. Where sales tax is not collected, you are solely responsible for the payment of any use tax that may apply to your purchase and you may be required to file a use tax return to pay such taxes.

Buyers. Joining as a Buyer is free. Buyers may, at any time, and after paying any applicable fees, upgrade to a Seller Membership.

Sellers. CPC offers multiple Seller Membership options. Each Seller Membership has different features and privileges, Payout Rates, and Fees.

“Fees” include (1) membership subscription fees charged each membership term (“Membership Fees”), and (2) fees charged per Resource sold (“Transaction Fees”).

“Marketplace Payout Rate” is defined as the percentage of the sale price you earn for each Resource you sell through the CPC Marketplace. For clarity, Resources sold or accessed through CPC School Access (as further described in the CPC School Access Supplementary Terms for Sellers) are not considered sold through the CPC Marketplace. Marketplace Payout Rates may vary depending on the type of Resource and your Membership level. The applicable Marketplace Payout Rate is applied only to the sale price of each Resource at the time sold, before any Transaction Fees or Shipping Charges are applied. The remaining amount of the sale price is retained by CPC as a service fee. See Section 5 for additional information on Marketplace Earnings and Payouts.

The Fees and Marketplace Payout Rates for each Seller Membership are defined in our Seller Fees and Payout Rates Policy which is incorporated as part of these Terms. If you participate as a Seller in CPC School Access, please see our CPC School Access Supplementary Terms for Sellers for applicable School Access Payout Rates. For any membership for which a Membership Fee applies, your membership will automatically renew each term unless you cancel the renewal. Click here or contact us to learn how to cancel your renewal.

We may, in our discretion, make changes to the Memberships we offer, the privileges and features available to each Membership, as well as the Fees and Marketplace Payout Rates associated with each Membership at any time.

In advance of any Fee increase or change in Marketplace Payout Rates, we’ll notify all affected Users at the email address associated with the account in accordance with these Terms. Changes in Marketplace Payout Rates will be applied to all affected Sellers as of the stated effective date of the change, irrespective of any individual Seller’s Membership Fee renewal date. Any increase in Membership Fees will be applied only to renewals taking place after the change goes into effect.

Sellers are responsible for any other fees or costs they may incur and for paying any applicable income, sales, or other taxes they may be subject to as a result of using our Services.

E. RELATIONSHIP

These Terms are the entire agreement between you and CPC, and they govern your relationship with CPC. Becoming a Member of our Services does not create an agency, employment, or partnership relationship between you and CPC. CPC is not the employer of and does not act as an agent for any Member.

F. ACCOUNT CLOSURE

Closure by CPC. We may, in our discretion, close or suspend the Account of any Member at any time for any reason, with or without notice.

Closure by You. You have the right to close your CPC account at any time, without notice to us. You can close your Account from your My Account Basic page or by contacting us for assistance.

Effect of Account Closure. After your account is closed, you’ll no longer have access to your Account information, past purchases, uploaded Resources, and many of the features of our Services that require an Account. If you close your Account on your own, you can reopen your Account anytime by logging in again. If you’d like for CPC to close your Account so that it cannot be reopened upon login, please write to us.

Communications you’ve posted on the CPC site will not be removed if your Account is closed. You may be able to remove or edit some Communications at your discretion before you close your account. For more information about your Account information and our data retention practices, take a look at our Privacy Policy here.

If you’re a Seller, any Resources you’ve posted will no longer be searchable and your Resource pages will not be available to Users, however your paid Resources remain accessible to the Accounts of Members who have previously purchased them.

Discontinue Services. We may change, suspend, or discontinue offering our Services at any time. Any suspension or discontinuation in our Services may mean that that your Account, including any Resources or other materials you may have purchased from our Services, and any Resources or Communications (collectively “Content “) you may have uploaded to our Services, may not be available to you or to other Users. We are not liable to you for any impact a change, suspension, or discontinuation of our Services may have including the loss of access to any Resources that you’ve purchased, or loss of income from your temporary or permanent inability to sell Resources through our Services.

2. CPC Community

It’s important to us that CPC is and always remains a safe, supportive, collaborative community for educators to share and discover new and better ways to coach. This section outlines the rules you need to follow when using CPC whether you’re buying, selling, downloading free resources, or just browsing. Basically, be respectful, tell the truth, follow the law, and use common sense.

A. COMMUNITY GUIDELINES

As a User of our Services, you are required to follow our Community Guidelines which are incorporated as part of these Terms. We may modify or add to these rules at our discretion. If you violate any of these rules, we may take action against your Account, such as removing Content you’ve posted, removing Resources from your Account, suspending or terminating your Account, removing Resources from your Buyer, issuing a refund to your Buyer, or any additional action that we deem necessary.

B. COMMENTS, RATINGS & REVIEWS

You may have the option to provide a review of a Resource you’ve purchased or downloaded for free by providing a rating and a comment (“Feedback”). Any Feedback you choose to leave should reflect your honest experience using the Resource for its intended purpose and must comply with our Comments and Ratings Guidelines. We may, at any time, set additional requirements or limitations for leaving Feedback such as a minimum or maximum characters, time-based restrictions, or other requirements. Sellers may not leave feedback on their own Resources or otherwise attempt to undermine the integrity of our Feedback system. We may remove Feedback for any reason, at any time, without notice and we may ban a Member from leaving future Feedback.

D. MONITORING CONTENT

CPC has the right, but not the obligation, to monitor any activity and Content associated with our Services. We may investigate any complaints or reported violations of our policies and take any action that we deem appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of your Membership, denying access, and/or removal of any Content on the site, including Resource Listings.

3. Resource Licensing Policy

CPC Sellers own their Resources and give you certain rights to use them for limited purposes. This section describes the agreement between you and the Sellers you purchase from, and lets you know what’s OK to do with Resource licenses you buy on CPC and the types of licenses available.

A. IN GENERAL

License. CPC Sellers own and maintain the intellectual property rights in their Resources and grant Members licenses to use such Resources for limited use as described in this section. When you purchase a Resource, you’re purchasing a license to use the Resource in accordance with the terms of this Resource Licensing Policy. All downloadable and digitally consumed Resources can only be used in accordance with a license, which can either be an “Individual License” or a “Classroom License.”

Your use of any Resource, regardless of license type and whether the license is purchased by you, transferred to you by your Organization, or purchased for you as a gift or on your behalf by your school or other entity, is subject to this Resource Licensing Policy and other terms set forth in these Terms. You agree to comply with the terms of this Resource Licensing Policy as well as any additional terms the Seller provides in the Resource Listing, to the extent that such terms do not conflict with these Terms. In the event of any conflict between this Resource Licensing Policy and a Seller’s terms, this Resource Licensing Policy will govern, except that Sellers may grant certain additional rights to their Resources.

B. INDIVIDUAL LICENSE

An Individual License is a license that may only be assigned to a single specific individual user (“Assignee”) (e.g. one specific coach) for that Assignee’s lifetime use. Individual Licenses are non-transferable and may not be used by or reallocated to a different Assignee (for example, a coach who purchases an Individual License can use such Resource, in accordance with this section, for her or his lifetime but cannot transfer use of such Resource to another coach after her or his retirement).

Except as otherwise stated in these Terms (such as in the “Limitations on Access” section set forth below), with an Individual License, the Seller grants to the purchasing Member, for use by one Assignee, a non-exclusive, perpetual, irrevocable, non-transferable, non-sublicensable, worldwide, limited license to use the Resource for the purposes and under the conditions described below. The Seller may grant additional rights at their discretion.

If you purchase an Individual License, the Seller permits you to:

Assign use of the Resource to one Assignee. Once an Assignee has been designated, the license cannot be used by any other individual, but you can purchase additional licenses as needed. For clarity, you can purchase an Individual License for yourself, as a gift for another person, or as an Organization purchasing on behalf of a coach. In such cases, a single “transfer” of the Resource to the intended recipient Assignee is permitted, but you may not reallocate an Individual License from one Assignee to another or share the Resource with additional users unless you purchase additional licenses for each additional Assignee.

As an Assignee of an Individual License, the Seller permits you to:

Use the Resource for personal, educational, and instructional use only (“Personal Use”). This means you can use Resources for your own personal purposes, for your individual study, and to coach your athletes.

Print and make copies of downloadable Resources as necessary for Personal Use. Copies may be made and provided to your athletes, classroom aides, and substitute coaches as necessary. Copies may also be made for athletes’ parents, classroom observers, supervisors, or school administrators for review purposes only. Hard goods and video resources may not be copied, shared, or otherwise reproduced.

Deliver Resources electronically as needed by using features available through the Services or by other secure means that enable access to Resources by only your athletes (and as needed, their parent/caregiver) (“Permitted Recipients”). You may not upload Resources to websites, applications, shared drives or other sites or services in a way that enables access by anyone other than Permitted Recipients.

Unless otherwise expressly permitted by the Seller:

You may not use the Resource, in part or in whole, for commercial purposes. This means you can’t sell it, use it for advertising or marketing purposes, or use it in any other way in connection with a business or profit making activity.

Except as permitted above to deliver Resources electronically to Permitted Recipients, you may not post or otherwise make the Resource available on any website, application, shared drive or other sites or services.

You may not share, send, sell, sublicense, or transfer the Resource to someone else for their own Personal Use unless you purchase an additional license for each additional educator you will share it with. Each Individual License is for use by one specific educator only.

D. LIMITATION ON ACCESS

Downloadable Resources. CPC cannot guarantee continuous access to any Resource through our Service. For example, if at any time, CPC stops hosting a Resource for any reason or you or CPC terminates, suspends, downgrades, or otherwise limits your Account or access to CPC’s Services, your ability to access the Resource through our Services may be terminated. It’s your responsibility to maintain and store a copy of downloadable Resources on your device to ensure future access.

Digital and Video Resources. If you purchase access to a Resource in the format of streaming video or other non-downloadable formats, your license will expire if you or CPC closes your account, or if CPC stops hosting the Resource for any reason.

4. Intellectual Property

This section describes what content on the site belongs to us and is protected as our intellectual property, what belongs to you, and the rights you grant us to use your intellectual property.

A. THE SERVICES AND THE SITE CONTENT

Except for Content uploaded or posted by Members, all other aspects of the Site and the Apps you find on our Services are owned or controlled by us. This includes, but is not limited to, all text, graphics, photographs, logos, and other imagery, videos, user interfaces, trademarks, computer code, and other content of our Site or Apps (collectively, “Site Assets”). This also includes the design, structure, coordination, arrangement, expression, and the “look and feel” of Site Assets. Site Assets are protected by copyright, trademarks, trade dress, trade secret, and other intellectual property rights.

You may not use, reproduce, copy, modify, republish, perform, display, disassemble, reverse engineer, translate, or distribute Site Assets in any way to any person, computer, server, website, or other entity for any commercial purpose without our explicit permission. By commercial purpose we mean that you can’t sell, license, rent, use in your own business or website, incorporate into marketing materials or presentations, or make other commercial use of our Site Assets.

B. YOUR CONTENT

Rights you grant to CPC. Some parts of our Services allow you to upload or post Content. You retain any intellectual property rights that you hold in that Content. CPC does not take or claim any ownership (copyright, trademark, or otherwise) over your Content.

When you post or upload Content to our Services, you grant to us limited rights to store, use, display, and provide access to the Content you post as necessary to provide our Services, including Digital Services (defined and as further detailed below), such as to display your Resource in your store and in search results, to make your Resources available for download, and to display and promote your Resources through our Services, through email, and ads on other sites or search engines, and through other marketing campaigns. For these purposes, you grant to us a nonexclusive, irrevocable, perpetual (except as otherwise provided herein), worldwide, sublicensable license to exercise any copyright, trademark rights, or other rights in and to your Content necessary to provide our Services to you and our other Users.

Additionally, when you post or upload Resources to our Services, you grant CPC, in its sole discretion, the right, to make your Resources available for use with digital (device-based and/or online) tools and features, as are now or hereafter, made available or enabled through the Services, such as any interactive resource tool that allows Resources to be turned into device-based interactive activities where tools and features are “Digital Services” and the Resources are “Digital Resources”. Digital Resources can be used by Members of the CPC Marketplace and, as applicable, Schools (and School Users) using CPC School Access, and each of their respective athletes (collectively, “Digital Users”).

CPC may designate Resources as Digital Resources throughout the Services.
CPC may store, use, display, provide access to, and promote Digital Resources as needed to enable use of Digital Services, including for example — adjusting, reformatting, and modifying Digital Resources for technical purposes (for example to convert them to a digitizable format and to secure the underlying content), and reproducing, displaying, and distributing Digital Resources (for example to enable Digital Users to view and use them within Digital Services and in order to make unique copies available to athletes as needed). For purposes of this subparagraph, CPC will only use your Digital Resources for purposes related to preparing them for use with Digital Services and delivering them to Digital Users (e.g. the technical steps we need to take in the background), and as otherwise permitted by this Section.

CPC may make Digital Resources available to and facilitate use of Digital Resources by Digital Users as further described herein.

(For the avoidance of doubt, CPC does not take or claim any ownership (copyright, trademark, or otherwise) in or to Digital Resources, and Sellers maintain the ownership they otherwise have in accordance with the Terms).

Rights you grant to others. When a Member purchases a license to use your Resource or downloads free Resources from you, you allow them to use your Resource as described in Section 3 of these Terms above, in accordance with the license type purchased by such Member and any other terms you expressly set forth in writing in connection with such Resources (as long as any additional terms do not conflict with these Terms). For clarity, you may, at your discretion and in accordance with these Terms and any other policies set forth by CPC, grant additional rights to purchasers of your Resources, but you may not enforce limitations on such use that are inconsistent with the rights granted in Section 3.

For Classroom Licenses, the list price will automatically reflect an increase over the price you set for an Individual License, and will be determined by applying a default “premium” percentage (determined by CPC) to the Individual License list price. The default premium percentage number is subject to change by CPC. As a Seller, you may increase the premium percentage (and therefore the overall price of a Classroom License) based on available increments up to 100%, but you may not set a premium percentage lower than the default determined by CPC. Please contact us for assistance.

Finally, you grant Digital Users the following additional rights with respect to Digital Resources notwithstanding anything to the contrary elsewhere in the Terms:

Digital Users may customize (“Digitize”) Digital Resources using functionality, as available, through Digital Services such as, but not limited to, selecting, combining and rearranging pages from Digital Resources, adding layered content on top of Digital Resources such as layered text or overwriting, interactive elements, layered images, drawings, video or audio files, and creating and appending answer keys to enable grading. Customized elements of Digital Resources, as described in this subparagraph, are digitized content (“Digitized Content”). Digitizing does not permit a Digital User to extract the underlying content within the individual pages of the original Resource.
Digital Users may use Digital Resources and Digitized Content for Personal Use in accordance with available Digital Services functionality and integrations, including to share or assign Digital Resources and/or Digitized Content to enable athlete access and use. Digital Resources (and Digitized Content to the extent Digitized by the Seller) remain the intellectual property of the Seller.

Effect of account closure or Resource deactivation. If you or CPC closes, suspends, or otherwise limits your Account or access to the Services, or downgrades your Account to a Buyer Membership, we’ll no longer display your store page or your Resource Listings, and your Resources, including Digital Resources, will no longer be available for purchase, download, or access by Members who haven’t previously purchased, downloaded, or accessed them. If you or CPC deletes, deactivates, or disables (as available), a single Resource Listing, that Resource, including Digital Resources, will not be available for purchase, download, or access by Members who have not previously purchased, downloaded, or accessed the Resource, and the Resource will no longer be displayed in your store or in search results. If any of the above situations takes place, CPC will continue to store your Resource, including any Digital Resources as applicable, on our servers and will continue to make it available for download, access, or use by Members, including Digital Users, who have previously purchased, accessed or used the Resource, subject to other limitations set forth in these Terms. CPC will continue to display your Communications unless you remove them from the Services before you go. If you do remove them, we’ll no longer display them on our Services, but we may continue to store a copy of them in our databases.

C. REPORTING INTELLECTUAL PROPERTY VIOLATIONS

We respect the intellectual property rights of others and expect the same from all of our Members. No Member may post any material, information, communication, data, or anything else that infringes on the copyrights, trademarks, or patent rights of someone else.

It’s our policy to close the Accounts of Members who repeatedly or egregiously violate this policy.

We comply very closely with the Digital Millennium Copyright Act (DMCA) and other laws governing the use of intellectual property. Our Copyright & Trademark Policy explains our policy and process for receiving notification and removing potentially infringing material from our Services. That policy is incorporated as part of these Terms.

5. Payment, Marketplace Earnings, & Payouts

This section provides information on making and receiving payments, our refund policy, and how and when Sellers get paid for the Resources they sell through our Services.

A. PURCHASING TERMS & REFUNDS

Refund Policy. When you list a Resource or make a purchase on CPC, you agree to our Refund Policy. Except as provided in our Refund Policy, all sales are considered final and nonrefundable once an order is submitted. We may, in our sole discretion, modify our Refund Policy or, on a case-by-case basis, issue a refund for a reason that falls outside of our Refund Policy. Sellers can view a refund and any applicable refund note in their Sales Details report. Sellers may authorize a full or partial refund for any reason by contacting us.

Payment methods and currency. We may offer a variety of payment methods to pay for purchases, such as a credit and debit card, PayPal Account, School Purchase Order, Coaches Paying Coaches Account credit, or the available balance on a valid Coaches Paying Coaches Gift Card. We accept payments in United States Dollars (USD). Cash payments and payments in other currencies will not be accepted. We may change or add to our accepted payment methods at any time and we are not obligated to accept payment by any means other than those accepted at the time of your purchase.

School Purchase Orders. Payment by School Purchase Order is available only to schools, districts, and other eligible educational institutions. By submitting a School Purchase Order, you represent and warrant that you have authority to bind the purchasing entity in the transaction, and that the entity agrees to pay the total price as quoted on the CPC Purchase Order Quote, including applicable processing fees. Invoices for School Purchase Orders must be paid in U.S. Dollars, and payment is due within twenty-one days of the Invoice Date. Cash payments and payments in other currencies will not be accepted.

Promise to pay. When you buy something on CPC (including Resources, Coaches Paying Coaches Gift Cards, Account credit, Seller Memberships, promotional, marketing or other services which may be available to Sellers, and other products or services we may offer), you represent and warrant that you’re authorized to make the purchase and to use the payment method and billing information you’ve provided. You further agree that CPC may charge your payment method the amount due, which will be in U.S. Dollars. We are not responsible for any additional fees you may be charged by your financial institution such as international transaction fees or overdraft fees. Payment for certain purchases by Sellers, such as promotional services, may be collected through a deduction from the Seller’s next Payout, or by credit or debit card if your current unpaid Payout amount is not enough to cover the purchase price.

Failure to pay and payment disputes. Failure to pay as promised may result in late fees being charged, Resources being removed from your Account, Account suspension or closure, or any other action we deem necessary. If we receive notice that you’ve disputed a charge related to a purchase made from your CPC Account, we may, at our discretion, offer proof to challenge the dispute. Pending resolution of the dispute, we may remove the purchased Resources from your Account temporarily, or, if a refund is ultimately issued, permanently. At our discretion, we may take further action against your Account.

B. MARKETPLACE EARNINGS & PAYOUTS

Marketplace Earnings. For each sale through the CPC Marketplace, Sellers earn the applicable Marketplace Payout Rate that applies to their Membership Type (“Marketplace Earnings”). Marketplace Earnings are reduced by the full amount of any Transaction Fees that apply, and increased by the full amount of any shipping fees charged. Marketplace Earnings together with any other earnings Sellers can receive through our Services, such as through sales or access as part of CPC School Access, are “Total Earnings”. For details on our Seller Membership options, and the Fees, and current Marketplace Payout Rates that apply to each, see our Seller Fees and Payout Rates policy. Unless otherwise specified, Total Earnings are paid in monthly payments (“Payouts”) according to the schedule described in this Section.

Payout Account. To issue Payouts, we work with third party companies which process and transfer funds between us and our Sellers (“Payment Services”). To receive Payouts, Sellers must have an Account capable of receiving payments with a supported Payment Service (“Payout Account”). You can find a list of supported Payment Services here. If you have questions about the status of your Payout Account, please reach out directly to the Payment Service you use. If you are unable to register a Payout Account with any of the supported Payment Services, we may consider alternative means of issuing Payouts at our discretion on a case-by-case basis. We make no guarantees about the services offered by any third party companies including the current or any future Payment Services we may support, and we are not responsible for any payment delays or other complications caused by Payment Services. We may, at our discretion, modify the list of supported Payment Services at any time, discontinue support for an existing Payout Service, or make additional Payout options available.

Schedule. We issue Payouts on a monthly basis by the twenty-first day of the month following the month in which a sale was made. For example, Marketplace Earnings related to a sale made through the CPC Marketplace in the month of January will be paid as part of a monthly Payout issued by February 21st. We may, at our sole discretion, withhold or delay a Payout due to any Seller who we believe to be in violation of any of these Terms. After the matter is resolved, we will either refund the associated sale(s) or complete the Payout.

Payment Service Fees. Payment Services may assess transaction fees when we transfer your Payouts to you. We will deduct from your Payout an amount equal to or less than the transaction fee assessed to us by the Payment Services. These transaction fees are subject to change at the discretion of the Payment Services. We are not responsible for any additional fees or taxes you may incur from other third parties related to receiving or accessing your Payouts.

C. SALES TAX

Except in the case of Marketplace Collection (as defined below), you may have and are responsible for the collection and/or payment of any sales tax (including where applicable, goods and services taxes (GST) or other similar sales, use, or value added taxes) you may owe (collectively “Sales Tax”). CPC Sellers may have the option to use a third party service integrated with the Services (the “Tax Services”) to enable Sales Tax collection for their CPC store in jurisdictions where the Seller has designated (through their Account) a Sales Tax obligation.

Seller Obligations. By operating as a Seller on CPC, and whether or not you opt to use the Tax Services, you hereby agree to the following:

Registration. You represent and warrant that you will use the Tax Services only to calculate and collect Sales Tax in jurisdictions where you are registered to collect Sales Tax.

Remittance. You represent and warrant that you will remit any collected Sales Tax that CPC provides to you to the appropriate taxing authorities in accordance with applicable laws. CPC is not responsible for and will not remit Sales Taxes collected in jurisdictions not designated in the list of Marketplace Collection locations here, or for any Sales Tax collected in such jurisdictions prior to the date on which CPC first begins Marketplace Collection in such a jurisdiction.
Product tax codes. You acknowledge and agree that you are responsible for designating the appropriate tax codes for your Resources. Where CPC has provided a default product tax code designation, you understand that it’s your responsibility to verify that selection (and modify as may be necessary).

Accurate information. You represent and warrant that the information you provide for the calculation and collection of Sales Tax, including but not limited to your street address, is accurate and up to date.

No warranties. You acknowledge and agree that CPC is not responsible for and cannot and does not guarantee the accuracy or availability of the Tax Services or any other service you use to calculate or collect taxes or to determine the taxability or non-taxability of any transactions. You further acknowledge and agree that when you access the Tax Services or any other third party tax services through the Services or on the Internet, you do so at your own risk. The Tax Services and other Third Party Services are not under CPC’s control, and you acknowledge that CPC is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such services or resources. You further acknowledge and agree that CPC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such services, goods or resources available on or through the Tax Services or any other Third Party Services.

Indemnification. You agree to indemnify, defend, and hold harmless CPC, its employees, officers, directors, agents, and affiliates from and against all costs, expenses, damages, judgments, and liabilities (including reasonable attorneys’ fees) resulting from allegations, threats, claims, suits, or other proceedings (i) brought by third parties related to your use or misuse of the Tax Services or any other tax services you use in connection with the Services; and (ii) brought by any taxing authority, related to your failure to properly remit any taxes which are owed by you in in connection with your use of the Services.

CPC’s Obligations. Beginning on the start date identified for each respective jurisdiction, CPC will calculate, collect, and remit Sales Tax on applicable orders into the jurisdictions listed here (which may be updated from time to time) which includes states in the United States and certain other jurisdictions having marketplace or other collection laws requiring us to do so, and in certain other jurisdictions in which CPC has received permission to do so (including by having entered into a collection agreement) (“Marketplace Collection”). You hereby authorize and permit CPC to engage in Marketplace Collection on your behalf and you understand that CPC may cease Marketplace Collection for all or any portion of Sellers with respect to a jurisdiction i) if CPC becomes no longer legally permitted to engage in Marketplace Collection in that jurisdiction, or ii) where CPC is not legally required to engage in Marketplace Collection, at CPC’s discretion.

6. Your Privacy

This section describes how we protect your personal information and how you can report a violation of your privacy.

A. OUR PRIVACY POLICY

The privacy and security of your data and the personally identifiable information you give us is important to us. Our Privacy Policy explains the data we collect from you and how we use it. By using CPC Services, you agree that we may use such data in accordance with our privacy policies.

B. HOSTED CONTENT

We don’t control and aren’t responsible for the Content posted by our Members, including any disclosures of personal information by our Members. However, it’s important to us that our Members respect the privacy rights of others. If you believe that Content on our Services violates your personal privacy rights, contact us at [email protected] or by using our Contact Us form for assistance.

7. Indemnity

This section describes what happens if CPC gets sued because of something you did. We hope that never happens, but if it does you agree to defend CPC against liability for your actions.

You agree to indemnify, defend, and hold harmless CPC, its employees, officers, directors, agents, and affiliates from and against all costs, expenses, damages, judgments, and liabilities (including reasonable attorneys’ fees) resulting from allegations, threats, claims, suits, or other proceedings brought by third parties related to your use or misuse of our Services, including but not limited to any breach of these Terms, violation of any federal, state, or local law, and infringement of someone else’s intellectual property, privacy, publicity, or other rights.

8. Limitation of Liability & Warranty Disclaimer

[We work very hard to provide the best experience possible to every user, but we’re not able to guarantee that things will always work perfectly or that the site will always be available. CPC is offered “as-is” and “as available” without any guarantees.]

Our Services. We work hard to ensure that our Services are always available and working properly, but disruptions do occur from time to time and we can’t guarantee that any or all features will always work, or that our Services will be continuously available.

CPC is constantly working to improve our Services for all of our community Members and Users. We may update or change available functionality at any time. We make no guarantees to Sellers or other Members respecting the findability or searchability of any Resource Listing offered through our Services. We make no guarantees about how much any Seller may earn or whether the level at which a Seller is earning is likely to continue into the future.

YOU AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CPC (INCLUDING ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AND AFFILIATES) DISCLAIMS ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO YOUR USE OF THE SERVICES. WE MAKE NO GUARANTEES RESPECTING THE AVAILABILITY OF THE SERVICES, THE SECURITY OF THE SERVICES AT ANY PARTICULAR TIME OR FROM ANY PARTICULAR LOCATION, THE CORRECTION OF ANY DEFECTS OR ERRORS, EXISTENCE OF ANY VIRUSES OR OTHER HARMFUL MATERIALS, OR ANY OTHER GUARANTEES.

YOU AGREE THAT CPC (INCLUDING ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AND AFFILIATES) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, REPUTATION, USE, DATA, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) THE ACCESS TO, USE, OR THE INABILITY TO ACCESS OR USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. CPC’s LIABILITY TO YOU OR ANY THIRD PARTY SHALL BE LIMITED TO (A) THE TOTAL AMOUNTS PAID BY YOU TO COACHES PAYING COACHES DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR ACTION ALLEGEDLY GIVING RISE TO SUCH LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00 USD), WHICHEVER IS THE LESSER AMOUNT.

Content. The Resources and Communications on our Services are uploaded or posted by our Members. CPC does not produce, approve, post, or upload Resources or Communications. The Content you see on our site and any views, opinions, or assertions presented are those of the Members who posted the Content and do not reflect the opinions, or the official policy or position of CPC. CPC makes no representations or warranties as to the quality, accuracy, effectiveness, legality, appropriateness, or other aspects of any Content.

Interactions with other Members. You may have the ability to communicate, interact, or otherwise connect with other Members through our Service. It’s your responsibility to take precautions when sharing any information about yourself with another Member or anyone else, and you release CPC from any liability that may arise out of your interactions with another Member of our Service.

Third Party Content. As you use our Services, there may be links, ads, or other ways for you to visit other websites not owned or controlled by CPC. When you access third party websites, you do so at your own risk. CPC cannot and does not make any representations or warranties about other websites or services.

Third Party Services. The Services may permit you to link to other websites, or use other services or resources on the Internet in conjunction with our Service (“Third Party Services”), and Third Party Services may contain links to the Services. When you access Third Party Services, you do so at your own risk. Third Party Services are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such Third Party Service.

9. Changes to these terms

We may make changes to these Terms from time to time. Whenever the changes we’re making are material to you, we’ll attempt to notify you before those changes go into effect so that you can choose whether or not to continue using our Services. To notify you, we may send a message to the email address we have for your Account, we may post notifications around our Services, or we may use other communication methods to reach you.

This includes periodic changes to our Privacy Policy, Copyright & Trademark Policy, Community Guidelines, Seller Fees and Payout Rates Policy, and any other policies which are incorporated as part of these Terms.

The notice will include the date on which the changes will be effective. Continuing to use our Services after the changes go into effect serves as your acceptance of the changes.

10. Other Terms

In this section, you’ll find additional rules for using CPC such as what happens if there is a dispute between you and CPC, and certain modifications for government Users.

A. DISPUTES WITH CPC

In the case of a dispute between you and CPC arising out of these Terms or your use of our Services, the following rules will apply. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

Binding Arbitration. You and CPC agree that any dispute arising out of or relating to these Terms or your use of our Services will be settled through binding arbitration, conducted by the American Arbitration Association (AAA) and in accordance with their Commercial Arbitration Rules. Your responsibility to pay any filing, administrative, or arbitrator fees will be solely as set forth in the AAA rules. To the extent permitted under AAA rules, the arbitrator may award costs, fees, and expenses, including reasonable attorney’s fees, to the prevailing party. A decision reached by arbitration will be final and binding and may be entered as a judgment by any court having jurisdiction. You understand that there is no judge or jury in arbitration, and that other procedural rights such as discovery and appeal are not available in an arbitration. YOU AND CPC EACH KNOWINGLY AND VOLUNTARILY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO A TRIAL BY JUDGE OR JURY AND TO HAVE YOUR CASE HEARD IN A COURT OF LAW.

Disputes will be settled on an individual basis.YOU AND CPC EACH KNOWINGLY AND VOLUNTARILY AGREE TO WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION.Notwithstanding this clause, each party may seek injunctive or other equitable relief in a court of competent jurisdiction in New York County to protect the party’s intellectual property rights pending completion of the arbitration.

Governing Law. These Terms are governed by the laws of the state of New York, and the laws of the United States of America without regard to principles of conflict of law, and regardless of where you are located in the world.

Venue. CPC is located in New York, with our headquarters in New York City. Any dispute subject to Binding Arbitration will take place in New York County, New York. For any other judicial action that may arise between you and CPC, or for which our Binding Arbitration clause is found not to apply, both you and CPC agree to submit to the venue and personal jurisdiction of the state and federal courts located in New York County, New York.

B. NO WAIVER

Any failure by CPC to enforce any right or provision of these Terms does not constitute a waiver of that right or provision and will not limit our right to act or enforce these Terms against subsequent or similar breaches.

C. SEVERABILITY

If any part of these Terms is deemed invalid, unenforceable, or illegal, that part which is unenforceable is severed from the Terms, and will have no impact on the enforceability of the remainder of these Terms.

D. GOVERNMENT AGENCIES & PUBLIC ENTITIES

If you are a federal, state, or local government or government agency in the United States and are using CPC in your official capacity, the following amendments to these Terms apply:

Federal Governments & Entities. If you are a federal government or federal government entity, the provisions entitled “Indemnification,” “Binding Arbitration,” “Governing Law,” and “Venue” do not apply to your official use of the Services only to the extent that they are inconsistent with federal laws or regulations.

CPC will not use your name, seals, trademarks, or the fact that you’re a member of our Services to purposefully state or imply an endorsement of our Services. CPC will use your name, seals, trademarks, and the fact that you’re a member of our Services as necessary in the regular operation of our Services and to deliver our Services to you and to other Members.

State and Local Governments & Entity. If you are a state or local government, or state or local government entity, the provisions entitled “Indemnification,” “Binding Arbitration,” “Governing Law,” and “Venue” will apply to your official use of the Site and the Services only to the extent permitted by your jurisdiction’s laws.

11. Survival of Terms

Some parts of this agreement stay in effect even if you decide to stop using CPC or if CPC closes your account.

The following provisions survive if you cease using our Services or your Account is closed by you or by CPC for any reason:

Visitors. If you continue to access our Services as a Visitor, any Terms that apply to Visitors still apply to you.

Intellectual Property Rights. You still have to respect our intellectual property rights as described in Section 4.A, and if you’ve posted Content, you’re bound by Section 4.B.

Rules for Listing Resources. If you’ve sold Resources, our rules requiring continued access to your Resources for Members who have previously purchased or downloaded them still apply. This means, if you’re hosting any Resource content through a third party, access through that third party host must be maintained.

Rules for Purchasing and Downloading Resources. After your Account is closed, you have to follow the licensing rules about how you can use Resources you’ve purchased or downloaded and who you can share them with, our Refund Policy, and our Payment Disputes policy.

Privacy Policy. Section 6 of these Terms and the terms of our Privacy Policy continue to apply, including data we collect from Visitors if you continue to visit our Site, how we treat and use your Account information after your Account is closed, and how you can report Content that you believe violates your privacy rights.

Earnings and Payouts. Any final Payouts due to you are subject to these Terms and will be paid in accordance with Section 5.

Disputes with CPC. Any legal action that might arise between you and CPC related to your use of CPC is governed by the provisions of Section 10.A of these Terms.

Warranty Disclaimer, Limitation of Liability, and Indemnity (Section 7 and Section 8). CPC’s warranty disclaimer remains in effect, you can’t hold CPC liable for losses or damages due to your use of CPC, and you still have to defend CPC against legal action arising from your use of the Services.

12. How to Contact Us

You can reach us by emailing [email protected], or by submitting a message using our Contact Us form.

To submit a notice pursuant to the DMCA, follow the instructions in our Copyright & Trademark Policy here

CPC School Access Supplementary Terms for Sellers

Last Updated: 3/01/2023 (updates to Section 7(c) regarding Flex Earnings Rates)

CPC School Access (“School Access”) is a CPC Service for educational institutions and organizations (“Schools”) and which enables a School’s administrators and staff (“School Users”) limited access to a subset of Seller Resources from the CPC Marketplace (“School Access Catalog”) on a subscription basis (“School Access Subscription”). Subject to these CPC School Access Supplementary Terms for Sellers (“SA Terms”), CPC Sellers may have the opportunity (as eligible) to participate in School Access by having their Qualifying Resources (as defined below) included in the School Access Catalog. Participating Sellers are “SA Sellers”. These SA Terms contain additional terms specific to School Access, are incorporated into and made part of our Terms of Service and apply to all SA Sellers in addition to our Terms of Service. Capitalized terms not explicitly defined in these SA Terms have the meaning assigned in the Terms of Service. Where there is a conflict between these SA Terms and the Terms of Service, these SA Terms will govern only to the extent of such conflict and only for matters relating to School Access. For the avoidance of doubt, where these SA Terms are silent, the relevant provisions in the Terms of Service will apply.

1. Seller Eligibility and Option to participate.

a. Seller Eligibility. To be eligible to participate in the School Access Catalog you must, as of the start of the next Enrollment Period (defined below) have i) an active Seller Membership in good standing and ii) at least one Qualifying Resource (as defined below) (each such Seller an “Eligible Seller”). This means that you are not an Eligible Seller if you join or upgrade your existing Membership after the applicable Enrollment Period begins, if you have an existing Seller Membership but do not have any Qualifying Resources as of the beginning of the applicable Enrollment Period or otherwise determined ineligible by CPC. CPC reserves the right in its discretion to change these eligibility requirements, make eligibility determinations on a case by case basis, and to allow or deny participation in the School Access Catalog to any Seller, whether or not an Eligible Seller, at any time, for any reason.

b. Effect of Participation. Eligible Sellers who become SA Sellers in accordance with subsection (c) of this Section will, for the duration of the next Enrollment Term and successive Enrollment Terms, unless the SA Seller changes their participation status during a future Enrollment Period, i) have their Qualifying Resources (as defined below) included in the School Access Catalog and ii) be compensated for any Accessed (as defined below) Qualifying Resources in accordance with Section 3 of these SA Terms. For clarity, any Qualifying Resource of an SA Seller that is Accessed by School User during an Enrollment Term will remain accessible to such School User through the end of such School User’s current School Access Subscription, even if; (A) such School Access Subscription ends after the end of the Enrollment Term in accordance with Section 4(b) herein, or (B) such Qualifying Resource’s status changes in accordance with Sections 2(d) or 4(c) herein.

c. Enrollment Periods and Elections. SA Sellers and Eligible Sellers can make a change to their current participation status only during annual enrollment periods as specified by CPC (“Enrollment Period”), provided that CPC may, in its sole discretion, allow Eligible Sellers to opt in to the current or next starting Enrollment Term at any time after an Enrollment Period expires. CPC may provide notice of an Enrollment Period by email, CPC Account notification, or other communication as CPC deems appropriate. During each Enrollment Period, existing SA Sellers may take action to opt out of the next Enrollment Term (as defined below) and Eligible Sellers who are not currently SA Sellers may take an action to opt in for the next Enrollment Term. Actions taken during an Enrollment Period will not take effect until the start of the next beginning Enrollment Term. For the avoidance of doubt, unless the SA Seller or Eligible Seller takes an action to change their participation status during the applicable Enrollment Period, each SA Seller and Eligible Seller’s then current participation status (as of the start of the applicable Enrollment Period) will remain unchanged for the next Enrollment Term. This means if you are an SA Seller and you take no action during the Enrollment Period, you will remain a SA Seller for the duration of the next Enrollment Term.

d. Enrollment Term. Unless otherwise specified, enrollment as an SA Seller will be for successive periods of one year, each of which will start on the first day of July following the Enrollment Period and will end twelve (12) months later on the thirtieth of June of the following year (each an “Enrollment Term”).

2. Qualifying Resources.

a. Resource Eligibility Criteria. A “Qualifying Resource” is a Resource (including any updates made thereto) of a supported file type, that is i) active on the CPC Marketplace and ii) free or priced up to and including fifteen dollars ($15). A Resource’s price for purposes of determining whether the Resource meets the criteria of Section 2(a)(ii) above and for calculating a Seller’s School Access Earnings in Section 3(a) below is the listing “discount price” if one is set, or the base list price if no listing discount price is set (“Price”). In other words, the Price is the price that a Buyer actually pays for the Resource in the CPC Marketplace (except that the Price will not be impacted by a periodic store or site wide sale discount offered by the Seller or CPC). The School Access Catalog will include all Qualifying Resources of SA Sellers. CPC reserves the right in its discretion to change these eligibility criteria, to make eligibility determinations on a case by case basis and may allow, remove or deny inclusion in the School Access Catalog to any Resource at any time, whether or not a Qualifying Resource.

b. User Access. For each Qualifying Resource, each unique School User who accesses (by download or otherwise) the Qualifying Resource from the School Access Catalog will count as one “Access.” Each Access is only counted once per School User per School Access Subscription and is attributed to the month in which the particular School User first accessed the Qualifying Resource. For the avoidance of doubt, additional use throughout the School Access Subscription by the same School User will not count as additional Access (and the Seller will not earn additional School Access Earnings in accordance with Section 3(a) below), but if the same School User accesses the same Qualifying Resource in a subsequent School Access Subscription, the first such access in any subsequent School Access Subscription will count as a Subsequent Access (as defined below). Notwithstanding the foregoing, CPC may offer the ability for School Users to preview a Qualifying Resource, and any such preview will not count as an Access.

c. Status Changes. At any point during an Enrollment Term, a Resource’s status as a Qualifying Resource is determined based on whether it meets the criteria in Section 2(a) at that particular moment in time. This means that fluctuations in Price and changes in the active status of a Resource will be reflected automatically in the status of an existing Resource as a Qualifying Resource (or lack of such status) throughout the Enrollment Term, and Resources newly uploaded by SA Sellers at any point during the Enrollment Term may be Qualifying Resources if and as they meet the criteria of Section 2(a).

d. Impact of Status Changes. In the event that a Qualifying Resource ceases to meet the criteria in Section 2(a) at any point during an Enrollment Term (whether temporarily or permanently), for the period of time during which the Resource is no longer a Qualifying Resource, the Resource i) will no longer be available in the School Access Catalog to School Users who did not previously Access it, and ii) may remain accessible to any School Users who have already Accessed the Resource for the remainder of such School Users’ current School Access subscription. For example, such a status change could occur if a Seller adjusts a Resource’s Price or deactivates the Resource from the CPC Marketplace.

First Access: For each School User’s first Access of a Qualifying Resource (i.e. the first time that a unique School User Accesses a particular Qualifying Resource through School Access, whether or not such Access occurs in the School User’s first School Access Subscription; such Access is “First Access”), the SA Seller will earn an amount equal to eighty percent (80%) of the Seller’s applicable Marketplace Payout Rate based on the Price of such Resource at the time of First Access. For example, if the Seller’s then-current Marketplace Payout Rate is eighty percent (80%), the Seller will earn sixty-four percent 64% (which is 80% of 80%) of the Price of the Seller’s Qualifying Resource for First Access by each unique School User during the Enrollment Term.

Subsequent Access: For subsequent Access of a Qualifying Resource by each School User (i.e. each School User who accesses the same Qualifying Resource again in a subsequent School Access Subscription year; such Access is “Subsequent Access”), the SA Seller will earn an amount equal to sixty percent (60%) of the Seller’s then-current Marketplace Payout Rate based on the Price of such Resource at the time of the Subsequent Access. For example, if the Seller’s then-current Marketplace Payout Rate is eighty percent (80%), the Seller will earn forty-eight percent (48%) (which is 60% of 80%) for each such School User’s Subsequent Access.

The School Access Payout Rate is subject to change at CPC’s discretion and in accordance with any required notices as provided for in the Terms of Service.

b. Schedule: Subject to these SA Terms and the Payout schedule and conditions described in Section 5.B of the Terms of Service, each Seller will be paid School Access Earnings on a monthly basis to the Seller’s selected Payout Account. School Access Earnings for each month will be included in the Seller’s Payout together with the Seller’s Marketplace Earnings, if any, from that month. For example, Marketplace Earnings earned from sales in February along with School Access Earnings for Qualifying Resources Accessed in the month of February will be included in the Seller’s Payout paid in March. CPC reserves the right, in its sole discretion, to withhold or deny all or any part of any School Access Earnings to any Seller if we believe that the Seller has violated any of our Terms (including these SA Terms) or policies.

4. Resource License Grant. Notwithstanding anything to the contrary in Section 4.B of the Terms of Service:

a. To CPC. CPC does not take or claim any ownership (copyright, trademark, or otherwise) of Resources, and SA Sellers maintain the ownership they otherwise have as Sellers on the CPC Marketplace. As described below, SA Sellers only license Qualifying Resources to CPC, which allows us to host SA Seller’s Qualifying Resources on a new platform and provide them as part of the School Access service. To that end, SA Sellers hereby grant CPC a limited, non-exclusive, worldwide, royalty-free, assignable and transferable license to store, display, reproduce (for example, in order to make Resources available throughout the School Access Services and be able to provide copies to individual School Users who Access a Resource), reformat and modify (for example, to be able to make technical changes to the file in the background, and/or to add protective layers or other content such as notices on top of a Resource to protect them against misuse), provide access to and otherwise use all Qualifying Resources to provide the School Access Services, in their current form or any future form they may take. The rights granted in this section extend to all current Qualifying Resources and any Resource that was previously, but may no longer be, a Qualifying Resource in order to enable a School User who has already Accessed such a Resource continued use of the Resource for the remainder of such School User(s)’ School Subscription.

c. Effect of Resource Deactivation. If an SA Seller or CPC deactivates one or more of a Seller’s Qualifying Resources, i) as of the date of deactivation, the deactivated Resource will not be considered a Qualifying Resource and will no longer be available in the School Access Catalog to School Users who did not previously Access it, and ii) if the deactivated Resource has already been Accessed by one or more School Users it may still be accessible to such School Users for the remainder of the School User’s current School Access Subscription.

d. Effect of Store Closure. Subject to Section(3)(b) above, if an SA Seller’s store or Account is closed by the Seller or by CPC, i) any outstanding School Access Earnings for Access occurring up to the date the Seller’s Account or store was closed will be paid in the next monthly Payout, ii) the Seller will receive no School Access Earnings for any remaining months of the Enrollment Term, and iii) all of the Seller’s previously Qualifying Resources will be treated in accordance with Section 4(c) above.

5. No Warranties. Participation in School Access is at your own risk. CPC makes no, and hereby disclaims any and all warranties of any kind, express or implied. We cannot make any guarantees as to the number of Schools that may subscribe to School Access, the amount you may earn in School Access Earnings in any particular month, or any other result or impact, tangible or intangible as a result of your participation. CPC will not be liable to you for any loss, damage, or harm you may suffer as a result of your participation in School Access.

6. Indemnification. You are responsible for the content of your Resources and agree that you will indemnify, defend, and hold harmless CPC, its agents, employees, officers, and directors from and against any and all costs, expenses, damages, judgments, and liabilities (including reasonable attorneys’ fees) resulting from allegations, threats, claims, suits, or other proceedings brought by third parties relating to your Resource(s) in whole or in part, including any claims of infringement on the intellectual property rights, privacy or publicity rights, or any other rights of any third party.

7. The Flex Catalog. The terms of this Section 7 apply to SA Sellers who are eligible and opt to participate in the Flex Catalog for CPC School Access — a sub catalog of Resources from the School Access Catalog for which Sellers are paid a pre-set monthly earnings rate per included Resource in accordance with subsection (c) below (rather than Access-based earnings as described in Section 3.a of these SA Terms above) (hereinafter referred to as “Flex Catalog”). Except for and only to the extent of any conflict between this Section 7 and the remaining SA Terms where this Section 7 shall control, Flex Catalog Resources remain subject to the SA Terms (including for example the license grants in Section 4 of these SA Terms) and Qualifying Resource shall be read to include Flex Catalog Resources where applicable.

a. Participation Opt in.
Participation is optional and open only to SA Sellers as eligible. Eligible SA Sellers may be able to enroll in the Flex Catalog through mechanisms provided by CPC from time to time (SA Sellers who enroll are “Flex Catalog Sellers”). By enrolling Flex Catalog Sellers (also referred as “you”) agree to and are bound by the terms of this Section 7 for the duration of the applicable Enrollment Term (meaning the next starting unless otherwise specified) and any future Enrollment Terms as long as you remain a Flex Catalog Seller in accordance with the process described in section 1(c) above

b. Resource Eligibility and Selection.

Resource eligibility. Resource eligibility is limited to Qualifying Resources (as defined in Section 2(a) of these SA Terms) that meet certain criteria as determined by CPC from time to time which criteria may include but are not limited to a minimum average rating, number of purchases and/or ratings, and minimum or maximum earnings (“Flex Catalog-Eligible Resources”). CPC will identify Flex Catalog-Eligible Resources as such through your CPC account.
Resource selection. Each Flex Catalog Seller may choose which of their Flex Catalog-Eligible Resources to include in the Flex Catalog up to a maximum allowed as indicated at the time of selection, which maximum may be updated from time to time. Flex Catalog-Eligible Resources you include in the Flex Catalog are “Flex Catalog Resources”. Resources you choose as Flex Catalog Resources will no longer be available on an Access basis from the general School Access Catalog, and you will no longer earn Access-based School Access Earnings for such Resources as defined in Section 3 above. Rather, payment for Flex Catalog Resources will be in accordance with subsection (c) of this Section 7, below. In other words, each of your Resources, as eligible, can be available to School Users through either the Flex Catalog or the general School Access Catalog but not both at the same time and can earn either School Access Earnings or Flex Catalog Earnings (as defined below) but not both at the same time. Flex Catalog-Eligible Resources that you do not select to include in the Flex Catalog may continue to earn School Access Earnings as Qualifying Resources subject to the eligibility criteria and exclusions described in Section 2 of these SA Terms.

Duration and Changes. Flex Catalog Resources will remain in the Flex Catalog for the duration of the Enrollment term except if such Resource or the Seller is removed (deleted or deactivated) from the CPC Marketplace by CPC or the Flex Catalog Seller or removed from the Flex Catalog by CPC at its discretion. This means, unless otherwise indicated, Flex Catalog Resources cannot be removed or swapped out from the Flex Catalog by the Flex Catalog Seller and will not be automatically removed from the Flex Catalog as a result of no longer meeting the eligibility criteria during the Enrollment Term. Notwithstanding the foregoing, CPC reserves the right in its discretion to remove any Flex Catalog Seller or Flex Catalog Resources from the Flex Catalog at any time, with or without prior notice, for example if CPC believes such Seller or Resource is in violation of the Terms of Service including the Content Policies or is otherwise incompatible with the Flex Catalog. In any such instances, once a Resource has been removed from the Flex Catalog, it is no longer a Flex Catalog Resource and: a) the Flex Catalog Seller will stop earning Flex Catalog Earnings for such Resource, b) the Resource will no longer be listed in the Flex Catalog for access by any School Users who had not already accessed the Resource before it was removed from the Flex Catalog, and c) except for certain circumstances, will remain accessible to School Users who accessed the Resource before it was removed from the Flex Catalog for the remainder of such School Users’ then current School Access Subscription (i.e. to ensure continued access to those who have already been using the Resource during their Subscription)

c. Earnings and Payment. Beginning as of the start of the applicable Enrollment Term (or the date a Resource first becomes a Flex Catalog Resource if after the start of the applicable Enrollment Term), Flex Catalog Sellers will earn for Flex Catalog Resources as described herein.

Earnings Eligibility. Only Flex Catalog Resources can earn Flex Catalog Earnings and Flex Catalog Resources must be active in the Flex Catalog as of the last day of the month in order to earn Flex Catalog Earnings. As an example, a Flex Catalog Seller will be paid in September the sum of the Flex Catalog Earnings for all such Seller’s Flex Catalog Resources which are active in the Flex Catalog as of the 31st of August. This means if a Flex Catalog Resource is removed from/not active in the Flex Catalog as of the last day of the month, it will not earn Flex Catalog Earnings for that month. Payout of Flex Catalog Earnings is also subject to these SA Terms and our Terms of Service, and CPC reserves the right to withhold or suspend Flex Catalog Earnings in accordance therewith.
Future Enrollment Term changes. If a Resource that has been accessed by a School User as a Flex Catalog Resource is no longer a Flex Catalog Resource in a future Enrollment Term (e.g. because the Seller is no longer a Flex Catalog Seller or did not select the Resource), but remains a Qualifying Resource, access by that same School User in a future School Subscription will be considered Subsequent Access in accordance with Section 3(a) of these SA Terms

CPC Virtual Assistant Login User Agreement

Welcome to CPC’s Virtual Assistant Login feature! Virtual Assistant Login (“VA Login”) enables virtual assistants (“VA”, “VAs”) to provide Support Services (defined below) to Sellers to help Sellers manage their CPC stores. By using VA Login, you agree to the following terms:

These VA Login terms of use, along with CPC’s Terms of Service and Privacy Policy, the terms of which are incorporated into these terms by reference (altogether “VA Login Terms”), are agreed to between you (“you”, “VA” or “Seller” as context permits), and Coach to Coach LLC (“Coaches Paying Coaches”, “CoachesPayingCoaches.com”, “CPC”, “us”, “our”, or “we”) and governs your use of VA Login. Capitalized words not defined herein have the meaning assigned in the Terms of Service. To access and make use of VA Login, you must first accept these VA Login Terms. By accepting, you are agreeing to these VA Login Terms and you represent and warrant that you have read and understand them. If there is a conflict between the Terms of Service and these VA Login Terms, the VA Login Terms shall govern the conflict solely as it relates to VA Login.

I. As a VA using VA Login, the following terms apply:

A. Accessing VA Login. To participate in VA Login, (i) a Seller with an active Account, in good standing must invite you to provide Support Services and (ii) you must accept such invitation, subject to these VA Login Terms. Your access to VA Login features and to provide Support Services will be through your existing CPC Account, whether a Buyer or Seller Account of any Membership type. If you do not have a CPC Account, you will be required to create one in order to access or use VA Login. You are responsible for keeping your Account secure and ensuring against unauthorized use or disclosure of your Account login credentials.

Once you’ve accepted a Seller’s invitation, CPC may enable access to select features in that Seller’s CPC store (“Support Access”) so that you may provide that Seller with support services, including operational and management support, in connection with that Seller’s CPC store (“Support Services”). Support Access may include, but is not limited to, the following features: the ability for you to upload, download, publish, and delete existing Resources listed in the Seller’s CPC store at the time the Seller invited you, and any new Resources a Seller creates; the ability for you to create, upload, publish, edit, and delete Resource Listings, for example, by adding or updating price information, product descriptions, state standards, product tags, tax codes, and preview files; the ability for you to view, create, and edit custom Resource categories; and the ability for you to respond to, delete and/or otherwise manage Buyer questions. (Resources as used herein is inclusive of Digital Resources). CPC reserves the right to cap the number of Sellers to whom you are able to provide Support Services. CPC reserves the right to make changes to the Support Access features it makes available, with or without notice.

B. Permitted Uses. As a VA, you agree to use VA Login and features made available as part of VA Login in accordance with our Terms of Service, Privacy Policy, Community Guidelines, Copyright & Trademark Policy, and other relevant terms and policies, including without limitation these VA Login Terms (collectively, “Policies”). Your permission to use VA Login is at the discretion of the Seller to whom you provide Support Services and CPC, either of whose permission may be revoked at any time for any reason. Additionally, to the extent your use of VA Login violates these Policies, CPC reserves the right to take any action we deem necessary, which may include revoking your Support Access, and/or taking action against your Account, including suspending or closing your Account, with or without notice. You also agree that you will not use VA Login features outside your capacity as a VA, or for any purpose other than to provide Support Services as agreed upon between you and the relevant Seller and as permitted by CPC in these VA Login Terms. Finally, you are solely responsible for any confidentiality obligations you may have regarding your use and disclosure of Seller information.

II. By accessing VA Login as a Seller the following terms apply:

A. Accessing VA Login. To participate in VA Login, you must (i) be a Seller with an active Account, in good standing; (ii) invite a VA to provide you Support Services; and (iii) the VA must accept such invitation, inclusive of CPC’s VA Login user terms for VAs. Any access to VA Login will be available through your existing CPC Account. If you do not have a CPC Account, you will be required to create one in order to access or use VA Login. You are responsible for keeping your Account secure and ensuring against unauthorized use or disclosure of your Account login credentials.

B. Permitted Uses. VA Login features enable one or more VAs you invite to gain Support Access such that those VAs can provide you with Support Services. This is the only permitted use of VA Login.

C. Rights You Grant to CPC. By inviting a VA to provide Support Services, you are giving CPC permission to provide that VA with Support Access. Support Access may include, but is not limited to, the following: the ability for a VA to upload, download, publish, and delete existing Resources listed in your CPC store at the time you invite a VA, and any new Resources you create; the ability for a VA to create, upload, publish, edit, and delete Resource Listings, for example, by adding or updating price information, product descriptions, state standards, product tags, tax codes, and preview files; the ability for a VA to view, create, and edit custom Resource categories; and the ability for a VA to respond to, delete and/or otherwise manage Buyer questions. (Resources here are inclusive of Digital Resources). CPC reserves the right to make changes to the Support Access features it makes available, with or without notice. CPC also reserves the right to cap the number of VAs you can invite to provide Support Services.

D. Seller Responsibilities. By inviting a VA to provide Support Services, you (i) agree to allow CPC to grant that VA Support Access, and (ii) represent and warrant that you have obtained all consents necessary to share with CPC all information (including Personal Information) in connection with such invitation for CPC to use in connection with VA Login. You are solely responsible for any confidentiality obligations you may have regarding your use and disclosure of VA information. As the owner of your CPC Account, you understand and agree you are responsible for all activity that happens under your Account, including actions taken by a VA in your Account, including in connection with any Support Access or Support Services, as if those actions were taken by you directly, and including but not limited to, any errors, loss, or deletion of your Resources and/or Resource Listings, and any violations by your VA(s) of Policies (as defined in para. I(b)). To the extent an action taken by your VA results in a violation of our Policies, CPC reserves the right to take any action we deem necessary, which may result in the removal of Support Access for your VA, issuing refunds to Buyers for purchases of any Resources in connection with such violation, and/or action against your Account, including suspension or closure of your Account or your VA’s Account.

III. Warranty Disclaimers

A. No warranties. PARTICIPATION IN VA LOGIN IS AT YOUR OWN RISK. VA LOGIN IS PROVIDED “AS IS” AND “AS AVAILABLE.” CPC (INCLUDING ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AND AFFILIATES) MAKES NO, AND EXPRESSLY DISCLAIMS, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. FINALLY, YOU ACKNOWLEDGE AND AGREE THAT CPC IS NOT, AND WILL NOT BE, RESPONSIBLE FOR (I) THE SOURCING OR VETTING OF VAs OR SELLERS; (II) THE PLACEMENT OF VA(S) WITH SELLERS TO PROVIDE SUPPORT SERVICES; (III) THE ENTERING INTO OR ENFORCEMENT OF ANY AGREEMENTS OR UNDERSTANDINGS BETWEEN SELLERS AND VA(S), INCLUDING BUT NOT LIMITED TO, FACILITATING PAYMENT OR OTHER CONSIDERATION FOR SUPPORT SERVICES, GUARANTEEING THE PERFORMANCE, QUALITY, ACCURACY, OR RESULTS OF SUPPORT SERVICES, OR TREATMENT OF EITHER PARTY’S PERSONAL OR OTHERWISE SENSITIVE INFORMATION, OR (IV) ANY ACTIVITY OR ACTIONS TAKEN IN A SELLER’S ACCOUNT BY A VA, INCLUDING IN CONNECTION WITH ANY SUPPORT ACCESS OR SUPPORT SERVICES.

B. Limitations on Access. CPC does not and cannot guarantee perpetual, uninterrupted, or continuous access to VA Login, Seller or VA Accounts, Support Access or Support Services. For example, Sellers or VAs may elect to close their Accounts, CPC may stop hosting or otherwise close or suspend a VA or Seller Account, or you or CPC may terminate, suspend, downgrade, or otherwise limit your Account or access to CPC’s Services. In any such case (or others that may arise), you may no longer be able to access VA Login features. It’s your responsibility to maintain and store a backup of any data, information, and materials, including those related to Support Services, Support Access, or to your use of VA Login features more generally. For the avoidance of doubt, without limiting the terms set forth herein, CPC will not be liable for any loss of access, data, information, or materials, or any costs or damages resulting therefrom.

IV. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL CPC BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER; (II) ANY LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR (III) ANY MATTER BEYOND ITS REASONABLE CONTROL. CPC’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THESE VA LOGIN TERMS SHALL BE LIMITED TO $100 (U.S.), EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE CPC’S LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. ALL THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF CPC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. ALL THE FOREGOING LIMITATIONS ALSO APPLY WITH RESPECT TO CPC’S LICENSORS, CONTRACTORS AND AGENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

V. Feedback.

A. As you use VA Login, you may provide, or we may solicit, feedback about your experience and satisfaction, suggestions or ideas for improvements, modifications, or new features for the VA Login or any other aspects of our current or future business or Services (“VA Login Feedback”), through various means, including but not limited to usability research, account or feature management communications, interactions with our customer support team, and surveys. You agree that all VA Login Feedback is the sole property of CPC, and, as such, CPC may use your VA Login Feedback without consideration or compensation for any and all purposes at our discretion including internal business and development purposes and external marketing and promotional purposes. You hereby make and agree to make all assignments necessary to affect the foregoing ownership.

B. User Research Release. In the event that you agree to participate in research activities (“User Research”) related to your use of VA Login, you grant CPC permission to record sessions, discussions and other activities related to the User Research and you acknowledge that CPC owns all intellectual property and other rights in and to any such recordings, including photographs, video footage, audio footage, and transcripts thereof (“Media”), and you hereby make and agree to make all assignments necessary to affect the foregoing ownership. You grant CPC permission to use and share with potential business partners, service providers, or affiliates any Media of you or containing your image or likeness for any and all business purposes including but not limited to purposes of exploration, research, development, and marketing, and you hereby release CPC from any claims actions, liabilities, damages, and demands arising from or related to the use of any Media or your participation in User Research, including but not limited to libel, defamation, invasion of privacy or right of publicity, infringement of copyright or trademark, or misuse.

VI. Beta Features. From time to time you may receive early access to new features we haven’t launched to the public yet (“Beta Features”). The Beta Features; business and technical information being shared with you; the features, products or services and potential features, products or services you may use, learn about or see; the ideas and concepts that may go into building, marketing, or using the Beta Features; any discussions we may have with you about the Beta Features; and all related information, all represent proprietary and confidential information of CPC (“Proprietary Information of CPC”). You agree that you will hold in confidence and will not disclose to any third party Proprietary Information of CPC which is disclosed, or made available to you directly or indirectly through your use of VA Login, and you will not make use of Proprietary Information of CPC beyond your use of VA Login in accordance with these VA Login Terms.

VII. Privacy & Information Sharing. Any information you make available to us in connection with VA Login will be treated in accordance with our Privacy Policy. In order to enable Support Access, we may identify Sellers to VAs and vice versa, by sharing your full name (first and last) and/or CPC store name in the case of Sellers. By using VA Login, Personal Information or other information you may consider to be private (e.g. your full name, email address, and relevant CPC activity) may be accessible or made available to your VA (if you’re the Seller) or to the Seller you support (if you’re the VA), and you acknowledge and agree (i) you are sharing, and authorize CPC to share, any such information for the purpose of providing Support Access, and (ii) CPC is not, and will not be, responsible for the actions (or inactions) of you or the recipient with respect to such information.

If you do not agree with any of the uses of your information mentioned above or in our Privacy Policy, please refrain from using VA Login features or providing such information, and please note that you may not be able to take advantage of some or all of the VA Login features.

VIII. Miscellaneous. These VA Login Terms are governed by the laws of the state of New York, and the laws of the United States of America without regard to principles of conflict of law, and regardless of where you are located in the world. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in New York, New York; you hereby agree to service of process in accordance with the rules of such courts. No agency, partnership, joint venture, or employment is created as a result of these VA Login Terms and you do not have any authority of any kind to bind CPC in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of these VA Login Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these VA Login Terms shall otherwise remain in full force and effect and enforceable. These VA Login Terms are not assignable, transferable or sublicensable by you except with CPC’s prior written consent. CPC may transfer, assign or delegate these VA Login Terms and its rights and obligations without consent. Both parties agree that these VA Login Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these VA Login Terms and, except as otherwise provided herein, that all modifications must be in writing. The section and paragraph headings in these VA Login Terms are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in these VA Login Terms shall be read as being followed by “without limitation” where appropriate.

CPC for Schools User Agreement

These additional terms apply to your use of CPC for Schools.

Welcome to CPC for Schools!

CPC for Schools unlocks great new features for connecting schools with their coaches and bringing curriculum planning and collaboration to CPC.

This CPC for Schools User Agreement (the “Schools Agreement”) is entered into between Coach to Coach LLC (“Coaches Paying Coaches”, “CPC”) and the Organization that you represent, and governs use of CPC for Schools by the Organization and each of its members. By using CPC for Schools, you and your Organization agree to this Agreement, as well as the CPC Terms of Service and Privacy Policy (collectively, the “Agreement”). Your Organization is responsible for ensuring that you and all participating members of your Organization agree and abide by the terms of this Agreement. If the Organization doesn’t agree to any of the terms of this Agreement, please do not use the Service.

All capitalized terms not otherwise defined herein have the same meaning as set forth in the Agreement.

MEMBERSHIP

Organization Membership. An organization (such as a school or other educational institution) may create a collaborative account on CPC for Schools (“Organization Account”). Organization Accounts may be opened only by individuals with authority to bind the Organization to the Agreement. By creating an Organization Account, you’re representing that you’re an agent of the Organization and that you’re authorized to act on behalf of the Organization.

Organization Accounts enjoy many of the same features as other CPC Members, as well as some additional features for communicating with other members, managing purchases, and managing account access by other members of your organization. Organization Accounts are owned by the Organization and may be controlled and administered by one or more Organization Account managers (“Organization Manager”).

New and existing Members of CPC can be invited to link their personal CPC account to an Organization Account and will be added to the Organization’s roster as an “Organization Member.”

Removal of Members and Managers. Organization Members or Managers may be removed from an Organization at any time by the Organization, or by CPC.

The Organization is responsible for removing Members who should no longer have access to the Organization Account, for example, if the Member has left the employ of the Organization or if the Organization has reason to know that the Member has violated the Agreement in their use of the Organization Account.

Once removed, Organization Members will no longer have access to any Distributed Licenses claimed by the account, can no longer submit Resource requests to that Organization, and can no longer access the Organization’s library or other Organization Account features.

Similarly, once removed, Organization Managers no longer have access to the Organization’s library, request list, or any other Organization Account features including receiving and approving Resource requests, distributing Resource Licenses, or making purchases on behalf of the Organization.

If you’d no longer like to be an Organization Member or Manager, email us at [email protected] or submit a request through our Contact Us page and we’ll be happy to help with that.

Account Termination. The Organization or CPC may terminate this Schools Agreement at any time upon written notice. Upon termination, all Members and Managers will be removed from the Organization Account, and Members will no longer have access to Organization account features, including the Organization’s library of purchases and Distributed Licenses. All warranty disclaimers, CPC’s limitation of liability, and the confidentiality provisions survive this Schools Agreement.

To terminate an Organization Account, the Organization Account Manager or another authorized representative of the Organization may contact us at [email protected] or submit a request through our Contact Us page and we’ll be happy to help with that.

RIGHTS OF ORGANIZATION MANAGERS

Organization Managers may:

Invite others to join the Organization Account
Receive and approve Resource requests, and make purchases
Distribute Resource Licenses to other Organization Members
Remove Distributed Licenses from an Organization Member’s account
Remove Members from the Organization Account
Leave Feedback (comment and rating) for Resources purchased
Manage and update account and billing information
Manage Member permissions and privileges

RIGHTS & PRIVILEGES OF ORGANIZATION MEMBERS

Organization Members may:

View the Organization’s library including purchased Resources and pending Resource requests
Submit requests for Resources
Receive and access Distributed Licenses
Communicate and collaborate with other Organization Members and Managers

Additional privileges may be added at the Organization or Organization Manager’s discretion. Resources purchased and shared by the Organization belong to the Organization and may be removed from a Member’s or Manager’s account at any time.

Your Personal CPC Account. Your personal CPC account remains your own. This means that only you have access to the Resources you’ve purchased on your own, and any free downloads you’ve added to your account. Your Organization will not see or have access to your personal information or purchases.

PURCHASES & REFUNDS

Organizations are responsible for paying for purchases placed from the Organization Account. CPC’s Refund Policy applies to those purchases. Purchased licenses that have not been claimed or claimed licenses that have not been downloaded are eligible for a refund. All other refund requests will be reviewed in accordance with the exceptions outlined in our Refund Policy.

LICENSE RIGHTS & SHARING

All Resources purchased on CPC are licensed to you by the Seller for limited and individual use in accordance with the provisions of our Terms of Service.

Using CPC for Schools, an Organization Manager has the ability to distribute Licensed Content to an Organization Member for that Member’s individual use (“Distributed License”). The Organization must purchase a separate Individual License for each Organization Member to whom Licensed Content will be distributed. A Distributed License is downloadable directly from the Organization Member’s CPC account and may be removed from that Member’s account upon request (please contact CPC for assistance).

Unless otherwise permitted by the Seller or CPC, Resources may not be posted publicly or otherwise made available online, may not be distributed to Members in excess of the number of licenses purchased, and licenses are not transferable. This means Licensed Content may not be reallocated from one Organization Member to another unless permitted by the Seller or CPC.

We may make additional license types available at our discretion and with consent of the Seller. License types, prices, and availability may vary. The options presented at checkout are the only options available to you at any given time.

FEEDBACK & CREDITS

Any CPC credits earned for leaving Feedback will be added to the CPC account of the Organization Manager who made the purchase and can be used towards future Organization purchases.

CONFIDENTIALITY

The Service and all related information are CPC’s Confidential Information. You may use the Confidential Information only for the purpose of evaluating and providing feedback on the Service. You agree that you won’t disclose or copy any Confidential Information, and, if asked in writing, you’ll return or destroy it. You may disclose Confidential Information to your employees, including those using the CPC for Schools service, only if your employees are bound to restrictions at least as protective of the Confidential Information as those in this Agreement. Confidential Information doesn’t include information that (i) is generally known or available to the public, through no act or omission of yours; (ii) was known, without restriction, prior to receiving it from us; (iii) is rightfully acquired from a third party who has the right to disclose it without restriction; or (iv) is independently developed.

PRIVACY & INFORMATION SHARING

When you use CPC for Schools, Organization Account activity such as the Organization Member roster, the Organization’s library of Resources, and Resource requests will be visible to other Organization Members and Managers. Please review our Privacy Policy for additional details on how we collect, use, and share information.

Linking your Account. To connect to an Organization, you’ll be asked to provide or confirm your first and last name, and your role. This information will be shared with your Organization, added to your Organization’s member roster, and may be visible to other Organization Members or Managers.

Requesting Resources. Members can submit Resource requests which will be received by email by the Organization Manager and will be visible to other Organization Members as part of the Organization’s list of pending requests.

Receiving Resources. The Organization, via the Organization Manager, may distribute Resource Licenses to Members. Other Members and Managers may be able to see the Resource License recipient, claimed status, and whether the Resource License has been downloaded.

Purchases. All purchases placed by an Organization Manager will be added to the Organization’s shared library which is visible to all other Organization Members and Managers.