Welcome to TESOL Ministry! These terms and conditions (“Agreement”) set forth the general terms and conditions of your use of the tesolministry.org website and subdomains, including but not limited to eslexchange.tesolministry.org, showcase.tesolministry.org, empowerwithenglish.com (“Website” or “Service”) and any of its related websites, subdomains, products and services (collectively, “Services”). This Agreement is legally binding between you (“User”, “you” or “your”) and TESOL Ministry (“TESOL Ministry”, “we”, “us” or “our”). If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not access and use the Website and Services. By accessing and using the Website and Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. You acknowledge that this Agreement is a contract between you and TESOL Ministry, even though it is electronic and is not physically signed by you, and it governs your use of the Website and Services.
Accounts and Membership
To use many aspects of our Services, you’ll be asked to join TESOL Ministry. Only individuals who are 18 years of age or older are eligible to become Collaborators. By registering for an Account or using our Services, you represent and warrant that you are at least 18 years old. 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 create an account on the Website, you agree that the information you provide will be true and accurate. You agree that you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may monitor and review new accounts before you may sign in and start using the Services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill, or for any reason and without notice,. If we delete your account, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.
User Content
We do not own any data, information or material (collectively, “Content”) that you submit on the Website in the course of using the Service. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership, copyrights or right to use/post of all submitted Content. We may monitor and review the Content on the Website submitted or created using our Services by you. You grant us permission to access, copy, distribute, store, transmit, reformat, display and perform the Content of your user account solely as required for the purpose of providing the Services to you. Without limiting any of those representations or warranties, we have the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable. Unless specifically permitted by you, your use of the Website and Services does not grant us the license to use, reproduce, adapt, modify, publish or distribute the Content created by you or stored in your user account for commercial, marketing or any similar purpose.
The TESOL Ministry offers a platform for the ESL community to explore, buy, sell, and share their original content (“Resources”) for teaching and learning. Resources may include electronically delivered files, digital products, streaming video, and other digital goods. TESOL Ministry may modify, add, discontinue support for, or limit the availability of any product at any time, for any reason and without notice. A Resource, together with the Resource title, description, and other listing information make up a “Resource Listing.” TESOL Ministry at no time owns or sells Resources for or on behalf of Sellers.
Although TESOL Ministry uses a rubric to guide acceptance of content for posting on the ESL Curriculum Exchange, Content is accepted for sharing, selling or posting on any of TESOL Ministry Sites is at the sole discretion of TESOL Ministry. All decisions by TESOL Ministry are final. TESOL Ministry may remove a portion or any and all Content, even content that was previously accepted, at any time, for any reason, and without notice.
Sellers
You may an opt to offer and sell Resources through our Services as a Seller (“Seller” “Seller Membership”). Sellers include individuals offering their own authored works and organizations or entities offering materials produced by one or more employees or commissioned authors (“Publishers”). Sellers may offer Content for sale or for free. TESOL Ministry reserves the right to modify your Seller account at any time at our discretion.
TESOL Ministry offers multiple Seller Membership Options. Each Seller Account has different features and privileges, Payout Rates, and Fees. We may, in our discretion, make changes to the Seller Membership Options we offer, the privileges and features available to each Seller Membership, as well as the Fees and Marketplace Payout Rates associated with each Seller Membership at any time.
By submitting Content to TESOL Ministry, you warrant that you own all intellectual and copyright for all Content, including images, that you submit. If the Content belongs to an organization or company, you warrant that you are authorized by them to post Content on TESOL Ministry’s sites and that you have the authority to enter into this agreement with TESOL Ministry on their behalf. You retain any intellectual property rights that you hold in that Content. TESOL Ministry does not take or claim any ownership (copyright, trademark, or otherwise) over your Content.Prior to sharing any Content, you are responsible for making sure it is properly scanned to ensure it does not contain or transmit viruses, malware, or other harmful software programs.
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, 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 TESOL Ministry, 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.
“Marketplace Payout Rate” is defined as the percentage of the sale price you earn for each Resource you sell through the TESOL Ministry’s ESL Curriculum Exchange. Marketplace Payout Rates may vary depending on the type of Resource and your Seller 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 are applied. The remaining amount of the sale price is retained by TESOL Ministry as a service fee.
“Fees” include (1) Seller Membership subscription fees charged each Seller term (“Seller Fees”), and (2) fees charged per Resource sold (“Transaction Fees”).
The Fees and Marketplace Payout Rates for each Seller Membership Level are defined in our Seller Fees and Payout Rates Policy which is incorporated as part of these Terms. For any Seller for which a Seller Membership Fee applies, your Seller Membership Fee will automatically renew each term unless you cancel the renewal. Contact us at connect@tesolministry.org to learn how to cancel your renewal.
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 Seller 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.
Marketplace Earnings & Payouts
Marketplace Earnings. For each sale through the TESOL Ministry’s ESL Curriculum Exchange, Sellers earn the applicable Marketplace Payout Rate that applies to their Collaboratorship Type (“Marketplace Earnings”). Marketplace Earnings are reduced by the full amount of any Transaction Fees that apply. Marketplace Earnings, together with any other earnings Sellers can receive through our Services, 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 in out Seller Fees and Payout Rates policy. 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 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 Payment 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 TESOL Ministry’s ESL Curriculum Exchange 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.
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”). TESOL Ministry 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 TESOL Ministry store in jurisdictions where the Seller has designated (through their Account) a Sales Tax obligation.
Seller Obligations. By operating as a Seller on TESOL Ministry, 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 TESOL Ministry provides to you to the appropriate taxing authorities in accordance with applicable laws. TESOL Ministry is not responsible for and will not remit Sales Taxes collected in jurisdictions not designated in the list of Marketplace Collection locations, or for any Sales Tax collected in such jurisdictions prior to the date on which TESOL Ministry 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 TESOL Ministry 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 TESOL Ministry 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 TESOL Ministry’s control, and you acknowledge that TESOL Ministry 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 TESOL Ministry 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 TESOL Ministry, 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.
Effect of Account Closure or Resource Deactivation.
If you or TESOL Ministry closes, suspends, or otherwise limits your Account or access to the Services, or downgrades your Account to a Collaborator, 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 Users who haven’t previously purchased, downloaded, or accessed them. If you or TESOL Ministry 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 Users 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. In any of these events, TESOL Ministry may 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 Collaborators, including Digital Users, who have previously purchased, accessed or used the Resource, subject to other limitations set forth in these Terms. TESOL Ministry 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.
Reporting Intellectual Property Rights Violations
We respect the intellectual property rights of others and expect the same from all of our Users and Sellers. No User or Seller may post any material, information, communication, data, or anything else that infringes on the copyrights, trademarks, or patent rights of someone else. We expect that each Resource posted by a Seller or Collaborator is that individual’s original work (or, if it contains any content created by someone other than the Collaborator, that the Collaborator has a valid license or other authorization to use that content and post it).
It’s our policy to close the Accounts of Collaborators who repeatedly or egregiously violate this policy.
We comply 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
Resource Licenses
License. TESOL Ministry Sellers own and maintain the intellectual property rights in their Resources and grant Users 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 “Program 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 program 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.
Individual License
An Individual License is a license that may only be assigned to a single specific individual user (“Assignee”) (e.g. one specific teacher) 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 teacher 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 teacher 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 User, 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 teacher. 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 teach your students.
- Print and make copies of downloadable Resources as necessary for Personal Use. Copies may be made and provided to your students, classroom aides, and substitute teachers as necessary. Copies may also be made for co-teachers, classroom observers, supervisors, or program administrators, 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 students. 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.
Program License
Subject to these Terms and other policies made available by TESOL Ministry, Organizations using TESOL Ministry may have the option to purchase an upgraded transferable “Program License” or upgrade an existing Individual License to a Program License. Program Licenses allow for reallocation from the original Assignee to a new user under the conditions provided in this section. Program Licenses are only available from TESOL Ministry for Organization purchasers.
Although Program Licenses can be transferred from one Assignee to another in accordance with the terms of this Resource Licensing Policy, a Program License may be used by only one user at a time. In order to transfer a Program License from one Assignee to another, an Organization must first reclaim the Program License from the current Assignee. An Organization may reclaim a Program License in order to transfer it to a new user no more than once per calendar year. TESOL Ministry may, in its discretion, modify the frequency with which a Program License may be transferred, or allow additional transfers on a case-by-case basis.
Except as otherwise stated in these Terms (including without limitation the “Limitations on Access” section set forth below), under a Program License, the Seller grants to the purchasing Organization, for use by one Assignee at a time, a non-exclusive, perpetual, irrevocable, 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 a Program License, the Seller permits you to:
- Transfer the Resource to one Assignee (e.g. a teacher within your Organization) at a time. Unlike an Individual License, you can reclaim the license from the Assignee and re-assign it to a different user. You may not share a Resource with multiple users concurrently unless you purchase additional licenses.
As an Assignee of a Program License, the Seller permits you to:
- Use the Resource for Personal Use only.
- Print and make copies of downloadable Resources as necessary for Personal Use. Copies may be made and provided to students, classroom aides, co-teachers and substitute teachers as necessary. Copies may also be made for classroom observers, supervisors, or school administrators for review purposes only. Hard goods and video resources may not be copied, shared, or 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 students. 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 any 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 any Resource available on any website, application, shared drive or other sites or services.
- An Assignee may not continue to use a License that has been reclaimed by the Assignee’s Organization after the license is reclaimed.
Limitation on Access
Downloadable Resources. TESOL Ministry cannot guarantee continuous access to any Resource through our Service. For example, if at any time, TESOL Ministry stops hosting a Resource for any reason or you or TESOL Ministry terminates, suspends, downgrades, or otherwise limits your Account or access to TESOL Ministry’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. Some resources uploaded to our Service by Sellers may create accessibility issues when accessed with screen readers or other assistive technologies.
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 TESOL Ministry closes your account, or if TESOL Ministry stops hosting the Resource for any reason. Some resources uploaded to our Service by Sellers may create accessibility issues when accessed with screen readers or other assistive technologies.
Security of the Resources. Prior to downloading any Resource, you are responsible for making sure it is properly scanned to ensure it does not contain or transmit viruses, malware, or other harmful software programs.
Rewards Programs
We may, at our sole discretion, offer Users and Sellers opportunities to earn rewards (“Rewards”) through various programs or incentives (“Rewards Programs”).
We are under no obligation to offer a Rewards Program of any kind or to issue Rewards in any specific form. We may change the Reward amount or form, Rewards Program requirements, and the conditions for receiving future Rewards at any time. We reserve the right, at our discretion, to revoke or withhold Rewards or ban a User or Seller from receiving Rewards or participating in a Rewards Program. We reserve the right to modify, suspend, or discontinue any such Rewards Program at any time.
Billing and Payments for All Users
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Where Services are offered on a free trial basis, payment may be required after the free trial period ends, and not when you enter your billing details (which may be required prior to the commencement of the free trial period). If, in our judgment, your purchase constitutes a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase. We reserve the right to change products and product pricing at any time. We also reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
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, or the available balance on a valid TESOL Ministry 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.
Promise to pay. When you buy something on TESOL Ministry (including Resources, TESOL Ministry Gift Cards, Account credit, Seller Memberships, promotional, marketing or other services which may be available to Users and 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 TESOL Ministry 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 TESOL Ministry 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. In our discretion, we may take further action against your Account.
Accuracy of information
Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, availability, promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or Services is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Website including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website should be taken to indicate that all information on the Website or Services has been modified or updated.
Third Party Services
If you decide to enable, access or use third party services, be advised that your access and use of such other services are governed solely by the terms and conditions of such other services, and we do not endorse, are not responsible or liable for, and make no representations as to any aspect of such other services, including, without limitation, their content or the manner in which they handle data (including your data) or any interaction between you and the provider of such other services. You irrevocably waive any claim against TESOL Ministry with respect to such other services. TESOL Ministry is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such other services, or your reliance on the privacy practices, data security processes or other policies of such other services. You may be required to register for or log into such other services on their respective platforms. By enabling any other services, you are expressly permitting TESOL Ministry to disclose your data as necessary to facilitate the use or enablement of such other service.
Backups
We perform regular backups of the Website and its Content, however, these backups are for our own administrative purposes only and are in no way guaranteed. You are responsible for maintaining your own backups of your data. We do not provide any sort of compensation for lost or incomplete data in the event that backups do not function properly. We will do our best to ensure complete and accurate backups, but assume no responsibility for this duty.
Links to Other Resources
Although the Website and Services may link to other resources (such as websites, mobile applications, etc.), we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their resources. We do not assume any responsibility or liability for the actions, products, services, and content of any other third parties. You should carefully review the legal statements and other conditions of use of any resource which you access through a link on the Website. Your linking to any other off-site resources is at your own risk.
Prohibited Uses
In addition to other terms as set forth in the Agreement, you are prohibited from using the Website and Services or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website and Services, third party products and services, or the Internet; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Website and Services, third party products and services, or the Internet. We reserve the right to terminate your use of the Website and Services for violating any of the prohibited uses.
Intellectual Property Rights
“Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world. This Agreement does not transfer to you any intellectual property owned by TESOL Ministry or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with TESOL Ministry. All trademarks, service marks, graphics and logos used in connection with the Website and Services, are trademarks or registered trademarks of TESOL Ministry or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Website and Services may be the trademarks of other third parties. Your use of the Website and Services grants you no right or license to reproduce or otherwise use any of TESOL Ministry or third party trademarks.
Disclaimer of Warranty
You agree that such Service is provided on an “as is” and “as available” basis and that your use of the Website and Services is solely at your own risk. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service unless stated otherwise. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.
Limitation of Liability
To the fullest extent permitted by applicable law, in no event will TESOL Ministry, its affiliates, directors, officers, employees, volunteers, contractors, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use of content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if the liable party has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of TESOL Ministry and its affiliates, officers, employees, agents, suppliers and licensors relating to the services will be limited to an amount no greater than one dollar or any amounts actually paid in cash by you to TESOL Ministry for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.
Indemnification
You agree to indemnify and hold TESOL Ministry and its affiliates, directors, officers, employees, agents, suppliers and licensors harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Website and Services or any willful misconduct on your part.
Severability
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
Dispute Resolution
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of North Carolina, United States without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of United States. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in North Carolina, United States, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Assignment
You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third party as part of the sale of all or substantially all of its assets or stock or as part of a merger.
Changes and amendments
We reserve the right to modify this Agreement or its terms related to the Website and Services at any time at our discretion. When we do, we will revise the updated date at the bottom of this page. We may also provide notice to you in other ways at our discretion, such as through the contact information you have provided.
An updated version of this Agreement will be effective immediately upon the posting of the revised Agreement unless otherwise specified. Your continued use of the Website and Services after the effective date of the revised Agreement (or such other act specified at that time) will constitute your consent to those changes.
Acceptance of these terms
You acknowledge that you have read this Agreement and agree to all its terms and conditions. By accessing and using the Website and Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to access or use the Website and Services.
Contacting us
If you have any questions, concerns, or complaints regarding this Agreement, we encourage you to contact us using the details below:
https://tesolministry.org/contact
This document was last updated on March 18, 2025