Seller Terms

Seller Terms

The MASTER ABA ACADEMY MARKETPLACE lets ABA professionals and creators buy, sell, and exchange their original teaching and learning content, tools, resources and supplies. These supplemental terms are specific to the Sellers and apply in addition to our master Terms and Conditions.

Please note the Disputing with Master ABA section of these Terms includes a binding arbitration clause and class action waiver for disputes between you and MASTER ABA. This provision affects your right to a jury trial and class or representative action, so read it carefully.

Sellers

A. ELIGIBILITY

Many of our Services require Seller status. A Seller is required to submit an application and may be denied Seller status for any reason.

Sellers must be 18 or older. By creating an Account or using our Services, you warrant that you are 18 or older.

You must submit accurate details when creating an Account. Don’t impersonate others, give false information, or violate their rights.

We may ask for proof of your age or identification to validate your Account at any time and close or suspend your Account if you break this rule or cannot verify your age or identity.

As a school, organization, government, corporation, or other entity, the Account’s email address holder must have power to bind the entity to this Agreement.

If MASTER ABA closes your Account, you can’t sell in our community. Depending on the reason for closing your account, you may also be prevented from making purchases.

B. FEES AND TAXES

PURCHASES, TAXES, FEES. Sales tax is exclusively collected in Florida by MASTER ABA. When you buy on MASTER ABA, you will be charged (in U.S. Dollars) the list price for each item, Florida state and local sales taxes, and any other fees. You guarantee the accuracy of your billing and shipping information by placing a purchase. MASTER ABA does not guarantee sales tax computations or Seller information. As stated below, in the future, MASTER ABA may also compute, collect, and remit sales tax in states with marketplace collection laws and certain additional states where it has permission (including via collection agreement). The amount of sales tax due will be calculated at checkout and may change from the final amount charged after your item is finalized. Use taxes may apply to your transaction if sales tax is not collected, and you may be required to file a use tax return in your state.

SELLERS. Seller Accounts are available from MASTER ABA. Please note that Master ABA will charge commission on all sales from this account. The amount of the commission may depend on the level of account selected by the seller.

The “Marketplace Payout Rate” is the proportion of the Resource sale price you earn through the MASTER ABA Marketplace. Marketplace payout rates depend on your joining rate and other agreements. The Marketplace Payout Rate applies exclusively to the Resource’s sale price before Transaction Fees and Taxes. MASTER ABA keeps the leftover sale price as a service fee. The seller will also receive all “Shipping” amounts since they are exclusively responsible for delivery.

Sellers must follow our Seller Fees and Payout Rates policy unless otherwise negotiated.

We may change the Seller Account we offer, its privileges and features, fees, and Marketplace Payout Rates at any moment.

In accordance with these Terms, we’ll notify impacted Users via their account email address of any Fee increase or Marketplace Payout Rate modification. Marketplace Payout Rate changes will apply to all impacted Sellers on the stated effective date, regardless of anniversary date. If yearly fees are in effect, Seller Fee increases will only apply to renewals following the change.

Sellers are responsible for any other fees or expenditures and any income, sales, or other taxes they may incur from utilizing our Services.

C. WHOLE AGREEMENT

These Terms are the entire agreement between you and MASTER ABA and govern your relationship with us. Becoming a Seller of our Services does not create an agency, employment, or partnership relationship between you and us. MASTER ABA doesn’t employ or represent any Seller.

Incentives and Monitoring

A. REWARD PLANS

We reserve the right to provide Sellers prizes (“Rewards”) through various programs or incentives (“Rewards Programs”).

We are not required to offer a Rewards Program or give specific Rewards. We may change the Reward amount or form, Rewards Program qualifications, and future Rewards conditions at any time. We can withdraw or withhold Rewards or ban Sellers from Rewards Programs at our discretion. Any Rewards Program may be modified, suspended, or discontinued by us.

B. CONTENT MONITORING

MASTER ABA may monitor Services activity and Content, but is not required. We may investigate complaints or policy violations and take necessary action. Warnings, suspension or termination of your Seller Account, denial of access, and/or removal of site Content, including Resource Listings, may result.

General Resource Licensing Policy

A. LICENSE

MASTER ABA Sellers own and maintain the intellectual property rights in their Resources and give licensing for limited use as indicated in this section. Purchasing a Resource grants you a license to use it under this Resource Licensing Policy. All downloadable and digitally consumed Resources require a license.

Our Resource Licensing Policy as stated in the Terms and Conditions will prevail over a Seller’s terms, except that Sellers may offer additional rights to their Resources.

B. Individual License

The Seller allows Individual License buyers to:

Assign Resource use to one Assignee. Once an Assignee is chosen, the license cannot be used by anybody else, although you can buy more. An Individual License can be purchased for yourself, as a gift, or by an Organization on behalf of an individual. In such circumstances, you may “transfer” the Resource to the appropriate recipient Assignee, but you cannot reallocate an Individual License or share the Resource with other Users without purchasing additional licenses.

The Seller allows Individual License Assignees to:

Only use the Resource for personal, professional, educational, and instructional purposes. Resources can be used for personal research, teaching, and client work.

Print and copy downloadable resources for personal use. Students, clients, classroom aides, teachers, RBTs, and others with whom the Assignee works can receive copies. Clients’ parents, classroom observers, supervisors, and administrators may receive copies for evaluation only. Copying, sharing, or reproducing hard products and videos is prohibited.

Deliver Resources electronically when needed utilizing Services capabilities or other secure methods that allow only your clients (and their parents/caregivers) to access them (“Permitted Recipients”). You may not upload Resources to websites, applications, shared drives, or other services that provide non-Permitted Recipients access.

Unless Seller specifically permits:

Commercial usage of the Resource is prohibited. It cannot be sold, used for advertising or marketing, or used in any other business or profit-making activity.

Except as permitted above to distribute Resources electronically to Permitted Recipients, you may not post or otherwise make Resources available on websites, applications, shared drives, or other sites or services.

Security

A. SERVICES AND SITE CONTENT

We own or manage all components of the Site and Apps on our Services except Seller-posted Content. All text, images, pictures, logos, and other imagery, videos, user interfaces, trademarks, computer code, and other content of our Site or Apps are considered “Site Assets”. Site Assets’ design, structure, organization, arrangement, expression, and “look and feel” are included. Site assets are protected by copyright, trademarks, trade dress, trade secret, and other IP.

Without our consent, you may not use, reproduce, copy, alter, republish, perform, display, disassemble, reverse engineer, translate, or distribute Site Assets for commercial purposes. You cannot sell, license, rent, utilize in your business or website, incorporate into marketing materials or presentations, or otherwise commercially use our Site Assets.

B. YOUR WORK

You grant MASTER ABA rights. Some Services let you upload or submit Content. You retain Content IP rights. MASTER ABA does not own your Content.

You grant 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 Resource available for download, and to display and promote your Resource through our Services, email, and ads on other sites. You grant us a nonexclusive, irrevocable, permanent (unless as otherwise stated herein), worldwide, sublicensable license to exercise any copyright, trademark, or other rights in and to your Content necessary to offer our Services to you and our other Users.

You also grant MASTER ABA, 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 (“Digital Services” and the Resource Digital Users include MASTER ABA Marketplace Sellers and their students or clients.

In the Services, MASTER ABA may identify Resources as Digital Resources.

MASTER ABA may store, use, display, provide access to, and promote Digital Resources as needed to enable use of Digital Services, including adjusting, reformatting, and modifying Digital Resources for technical purposes (such as to convert them to a digitizable format and secure the underlying content) and reproducing, displaying, and distributing them. This subparagraph states that MASTER ABA will only use your Digital Resources to prepare them for use with Digital Services and distribute them to Digital Users (e.g., background technological steps) and as otherwise permitted by this Section.

As mentioned herein, MASTER ABA may provide Digital Users with Digital Resources and support their use.

(For clarity, MASTER ABA does not claim ownership (copyright, trademark, or otherwise) in Digital Resources, and Sellers retain ownership as per the Terms.

You give others rights. You allow Buyers who buy a license to use your Resource or download free Resources from you to use your Resource as described above, in accordance with the license type they purchased and any other terms you expressly set forth in writing in connection with such Resources (as long as they do not conflict with these Terms). For clarity, you may give additional rights to purchasers of your Resources at your discretion and in line with these conditions and MASTER ABA’s other policies, but you may not enforce limitations on such use that conflict with these conditions.

Finally, you grant Digital Users the following extra rights with respect to Digital Resources despite anything otherwise in the Terms:

Digital Users can customize (“Digitize”) Digital Resources using Digital Services to select, combine, and rearrange pages, add layered content like layered text or overwriting, interactive elements, layered images, drawings, video or audio files, and create and append answer keys. Digital Resources with customized elements are digitized content. Digitizing prevents Digital Users from extracting content from Resource pages.

Digital Users can use Digital Resources and Digitized Content for Personal Use in line with Digital Services capabilities and integrations, including sharing or assigning them to students. Digital Resources (including Seller-Digitized Content) are Seller intellectual property.

Your Content Security. You must check Content before uploading to prevent viruses, malware, and other malicious software. Failure to prevent or purposefully send contaminated files will result in legal action.

Account or Resource deactivation effect. You or MASTER ABA may close, suspend, or otherwise limit your Account or access to the Services, or downgrade your Account to a Buyer Account, in which case we will no longer display your store page or Resource Listings and your Resources, including Digital Resources, will no longer be available for purchase, download, or access by Buyers who haven’t previously done so. When you or MASTER ABA deletes, deactivates, or disables (as available), a Resource Listing, including Digital Resources, will no longer be displayed in your store or in search results and will not be available for purchase, download, or access by Buyers who have not previously purchased, downloaded, or accessed the Resource. In any of these events, MASTER ABA will continue to store your Resource, including any Digital Resources, on our servers and make it available for download, access, or use by Buyers, including Digital Users, who have previously purchased, accessed, or used the Resource, subject to other limitations in these Terms. Unless you delete them before leaving, MASTER ABA will display your Communications. If you remove them, we’ll stop showing them on our Services but may keep a copy in our databases.

C. INTELLECTUAL PROPERTY VIOLATIONS AND REPORTING

We expect all Sellers to respect intellectual property rights. Nothing posted by a Seller may violate another’s copyright, trademark, or patent rights. We expect a Seller’s Resources to be their own or to have a legal license or other authority to utilize third-party content.

We close Accounts of Sellers who breach our policy.

The Digital Millennium Copyright Act (DMCA) and other intellectual property regulations are followed.

Payment, Marketplace Earnings, Payouts. Purchase and refund terms

A. PAYMENT AND REFUNDS

Currency and payment methods. We may accept credit, debit, and PayPal cards. USD payments are accepted. Cash and foreign currency payments are not accepted. We reserve the right to change or add payment options at any moment, and we are not required to accept them.

Promise to pay. You represent and warrant that you are authorized to make the purchase and use the payment method and billing information you provided when you buy something on MASTER ABA, including Resources, membership, promotional, marketing, or other services available to Sellers and other products or services we may offer. You also agree that MASTER ABA may charge your payment method the due amount in U.S. Dollars. We are not liable for international transaction or overdraft fees levied by your financial institution. Sellers may recover payment for promotional services by deducting it from their next Payout or by credit or debit card if your current unpaid Payout is insufficient.

Missed payments and disputes. If you don’t pay on time, we may levy late fees, remove Resources, suspend or close your account, or take other action. If you dispute a MASTER ABA Account purchase charge, we may offer proof to contest the issue. We may temporarily or permanently delete the purchased Resources from your Account pending dispute resolution or refund. We reserve the right to take additional action against your Account.

The refund policy. Our Refund Policy applies when you list a Resource or buy on MASTER ABA. Our 30-day money-back guarantee applies to all sales, except as stated in our Refund Policy. In our sole discretion, we may change our Refund Policy or provide a refund for a reason not covered by it. Sales Details reports show refunds and refund notes for sellers. Contact us to get a full or partial refund from sellers.

B. MARKET EARNINGS/PAYOUTS

Market earnings. Sellers get the Marketplace Payout Rate for their Account Type (“Marketplace Earnings”) for each MASTER ABA Marketplace sale. Transaction Fees and delivery fees lower Marketplace Earnings and enhance them, respectively. Marketplace “Total Earnings”. Our Seller Fees and Payout Rates policy explains our Seller Account choices, Fees, and Marketplace Payout Rates. Total Earnings are paid monthly (“Payouts”) according to this Section’s schedule unless otherwise stated.

Account payout. Third-party firms collect and transfer cash between us and our Sellers to provide Payouts (“Payment Services”). Sellers need a Payout Account PayPal to receive Payouts. Contact PayPal for Payout Account status questions. If you cannot register a Payout Account with PayPal, we may explore alternate Payout methods on a case-by-case basis. We cannot guarantee the services of third parties, including existing or future Payment Services we may support, and we are not liable for payment delays or other issues. We reserve the right to change the list of supported Payment Services, cease support for one, or add Payout options.

Schedule. Payouts are issued on the fifteenth day of the month after a sale. Marketplace Earnings from January sales on the MASTER ABA Marketplace will be reimbursed by February 15th. We have the right to withhold or delay a Payout for Sellers who violate these Terms. After the dispute is settled, we will refund the sale(s) or complete the Payout.

Price of payment services. Payment Services may charge transaction fees when we transfer Payouts to you. Your Payout will be reduced by the Payment Services transaction fee. Transaction costs may change at Payment Services’ discretion. We are not liable for third-party fees or taxes associated to Payout receipt or access.

C. SALES TAX

Except for Master ABA Marketplace Collection, you are responsible for paying any applicable sales taxes (GST, other sales, use, or value added taxes—collectively “Sales Tax”). MASTER ABA Sellers can use a third-party service to remit Sales Tax for their store in jurisdictions where they have identified a Sales Tax obligation through their Account.

Seller duties. By selling on MASTER ABA, you agree to:

Remittance. You guarantee that you will pay Sales Tax to the proper authorities in accordance with the law. MASTER ABA will not remit Sales Taxes collected in jurisdictions not listed below for Marketplace Collection.

Correct data. You guarantee that your Sales Tax information, including your street address, is true and current.

No guarantees. You agree that MASTER ABA is not responsible for and cannot guarantee the accuracy or availability of Tax Reporting or any other service you choose to calculate or collect taxes or establish transaction taxability. MASTER ABA does not control the Tax Services or Third-Party Services, and you agree that MASTER ABA is not responsible for their content, functionalities, accuracy, legality, appropriateness, or other aspects. You also acknowledge and agree that MASTER ABA is not responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with the use or reliance on any Third-Party Services’ services, goods, or resources.

Indemnification. You indemnify, defend, and hold harmless MASTER ABA, 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 any tax services you use in connection with the Services; and (ii) brought by any taxing

MASTER ABA’s Duties. From the start date identified for each jurisdiction, MASTER ABA will calculate, collect, and remit Sales Tax on applicable orders into the jurisdictions listed here (which may be updated from time to time), including US states and certain other jurisdictions with marketplace or other collection laws requiring us to do so. You authorize and permit MASTER ABA to collect taxes on your behalf and understand that MASTER ABA may stop Marketplace Collection for all or part of Sellers in a jurisdiction if it becomes legally prohibited to do so or if it is not legally required to do so.

Your Privacy

A. PRIVACY POLICY

We value your data and personally identifying information for privacy and security. Our Privacy Policy describes how we collect and handle your data. By using MASTER ABA Services, you consent to our privacy policies for data use.

B. HOSTED CONTENT

We don’t regulate or supervise our Sellers’ Content, including personal information releases. Our Sellers must respect others’ privacy rights, nevertheless. If you think our Services’ Content breaches your privacy rights, email [email protected] or use our Contact Us form.

Indemnity

You agree to indemnify, defend, and hold harmless MASTER ABA, its employees, officers, directors, agents, and affiliates from and against all costs, expenses, damages, judgments, and liabilities (including reasonable attorneys’ fees) resulting from third-party allegations, threats, claims, suits, or other proceedings related to your use or misuse of our Services, including any breach of these Terms, violation of any federal, state, or local law

Limited Liability & Warranty Disclaimer

Our Services. We work hard to keep our Services available and running, but disruptions sometimes happen and we can’t guarantee that all features will always work or that our Services will always be available.

MASTER ABA strives to develop its services for community Sellers and Users. We may update or change functionality at any time. We cannot guarantee the findability or searchability of Resource Listings given through our Services to Sellers or other Sellers. We cannot guarantee how much a Seller may earn or whether their earnings will continue.

YOU AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” MASTER ABA (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 REGARDING THE AVAILABILITY, SECURITY, COR

YOU AGREE THAT MASTER ABA (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 LOSS OF PROFITS, GOODWILL, REPUTATION, USE, DATA, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) INABILITY TO ACCESS OR USE

MASTER ABA’S LIABILITY TO YOU OR ANY THIRD PARTY SHALL BE LIMITED TO (A) THE TOTAL AMOUNTS PAID BY YOU TO TEACHERS PAY TEACHERS DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR ACTION ALLEGEDLY GIVING RISE TO SUCH LIABILITY, OR

Content. Sellers post Resources and Communications on our Services. MASTER ABA does not guarantee the quality, accuracy, effectiveness, legality, appropriateness, security, or other aspects of any Content on our site.

Interactions between sellers. Our Service may allow you to connect with other Sellers. You agree to take safeguards when exchanging personal information with other Sellers and free MASTER ABA from any liability arising from your contacts with other Sellers.

Third-party stuff. You risk visiting third-party websites when you use our Services through links, advertisements, or other means. MASTER ABA does not endorse other websites or services.

Third-party services The Services may allow you to link to other websites or use other Internet services or resources (“Third Party Services”), which may link to the Services. Use Third Party Services at your own risk. We do not manage Third Party Services, thus we are not responsible for their content, functionalities, accuracy, legality, appropriateness, or other aspects. You further understand and accept that we are not liable, directly or indirectly, for any damage or loss caused by or in connection with the use or reliance on any Third Party Service’s content, goods, or services.

Changes to Terms

These Terms may change periodically. We’ll try to tell you before substantial changes go into effect so you can decide whether to continue using our Services. We may send you a message to your Account email address, post notifications around our Services, or utilize other methods to tell you.

Our Privacy Policy, Copyright & Trademark Policy, Community Guidelines, Seller Fees and Payout Rates Policy, and any other policies included into these Terms may be changed periodically.

The message will state the change’s effective date. Using our Services after the modifications take effect constitutes acceptance.

Disputing with Master ABA

A. DISPUTES WITH MASTER ABA

If you and MASTER ABA have a dispute over these Terms or our Services, the following guidelines will apply. PLEASE READ THIS SECTION CAREFULLY – IT MAY MODIFY YOUR RIGHTS TO FILE A LAWSUIT IN COURT AND HAVE A JURY HEAR YOUR CLAIMS.

Arbitration binding. You and MASTER ABA agree to resolve any dispute arising from these Terms or your use of our Services through binding arbitration by the American Arbitration Association (AAA) in accordance with their Commercial Arbitration Rules. Any filing, administrative, or arbitrator fees are your responsibility per AAA rules. The arbitrator may award the winning party costs, fees, and expenses, including reasonable attorney’s fees, under AAA rules. Arbitration decisions are final and binding and can be entered as judgments by any court. You understand that arbitration has no judge or jury and no discovery or appeal rights. You and Master ABA knowingly and voluntarily waive your rights to a jury trial and court hearing.

Individual disputes will be resolved. YOU AND MASTER ABA KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. Despite this paragraph, each party may seek injunctive or other equitable remedies in a Pinellas County court of competent jurisdiction to preserve its intellectual property rights during arbitration.

Controlling Law. No matter where you are in the globe, these Terms are governed by Florida and US law without respect to conflict of law.

Venue. MASTER ABA is headquartered in Saint Petersburg, Florida. Binding Arbitration disputes will be heard in Pinellas County. For any other judicial action between you and MASTER ABA or for which our Binding Arbitration clause does not apply, you and MASTER ABA agree to submit to the venue and personal jurisdiction of Pinellas County, Florida state and federal courts.

B. NO EXCEPTION

MASTER ABA’s failure to enforce any right or provision of these Terms does not relinquish that right or provision and will not limit our right to act or enforce these Terms against similar breaches.

C. SEVERABILITY

If any part of these Terms is invalid, unenforceable, or unlawful, it will be severed and will not affect the enforceability of the rest.

D. PUBLIC AND GOVERNMENT AGENCIES

If you are a US federal, state, or municipal government or government agency using MASTER ABA in your official position, these Terms are amended:

Governments and agencies federal. The articles under “Indemnification,” “Binding Arbitration,” “Governing Law,” and “Venue” do not apply to your official use of the Services where they conflict with federal laws or regulations if you are a federal government or federal government entity.

MASTER ABA will not use your name, seals, trademarks, or status as a supplier of our Services to suggest an endorsement. MASTER ABA will use your name, seals, trademarks, and your status as a seller to operate and supply our Services to you and other Sellers.

Local and state governments. If you are a state or local government, or state or local government agency, the terms entitled “Indemnification,” “Binding Arbitration,” “Governing Law,” and “Venue” will apply to your official use of the Site and Services only to the extent permitted by your jurisdiction.

Survival of Terms

If you stop using our Services or MASTER ABA closes your Account for any reason, the following provisions survive:

Visitors. Any Terms that apply to Visitors apply to you if you continue to use our Services.

IP Rights. Section 4.A requires you to respect our intellectual property rights, and Section 4.B applies if you publish Content.

Resource Listing Rules. If you’ve sold Resources, Sellers who bought or downloaded them must still have access. If you host Resource content with a third party, you must maintain access through that host.

Resource Purchase and Download Rules. After your Account is closed, you must follow our Refund Policy, Payment Disputes policy, and licensing laws for using and sharing Resources you’ve purchased or downloaded.

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

Income and payouts. These Terms govern your final Payouts, which will be paid in accordance with Section 5.

Conflicts with MASTER ABA. Section 10.A of these Terms governs any legal action between you and MASTER ABA connected to your use of MASTER ABA.

Sections 7 and 8: Warranty Disclaimer, Limitation of Liability, and Indemnity. MASTER ABA’s warranty disclaimer applies, you can’t hold it liable for losses or damages from your use, and you must defend it against legal action after using the Services.

Our Contact Info

Send us an email at [email protected] or use our Contact Us form.

Our Copyright & Trademark Policy explains how to submit a DMCA notice.