Terms of Service for NewEdu Sellers

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE REGISTERING FOR THE NEWEDU ONLINE SELLER PROGRAM. PARTICIPATION IN THE NEWEDU ONLINE SELLER PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR THE NEWEDU ONLINE SELLER PROGRAM.

This agreement (the "Agreement") is entered into by and between you ("you") and NewEdu, Inc., ("NewEdu") regarding your use of NewEdu.com (the "Services"). By submitting a lesson, premium instructional content, and/or any other salable items, you are entering into this Agreement with NewEdu and indicating that you agree to be bound by these terms and conditions. If you do not agree with these terms and conditions as stated, please do not use the Services.

1. Priority.
   This Agreement, in combination with NewEdu's general Terms of Service and NewEdu's general Privacy Policy, sets forth the terms and conditions under which NewEdu makes the Service available to you. In the event of an inconsistency between this Agreement and either NewEdu's general Terms of Use or Privacy Policy, this Agreement shall control.
2. Proper Use.
   You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations. You may not sell, use, reproduce, modify, edit, translate, publish, perform, display, post, transmit and distribute materials or services offered by the Service with the exception of those that You submit or offer, for any public or commercial purpose without the written permission of NewEdu. NewEdu or its designated representatives approve all content and services offered for sale by the Service, but do not directly edit, screen, filter, modify, or otherwise monitor the content of many of the free interactive sections of the Service in advance of displaying such content on the Service. NewEdu takes no responsibility for third party content, nor does NewEdu have any obligation to monitor such third party content. Nonetheless, NewEdu reserves the right not to respond to or Use materials or offered services that violate the foregoing conditions and to delete or edit materials or offered services, in whole or in part, from the Service at any time for any reason. Further NewEdu reserves the right to refuse service to anyone at any time without notice for any reason and to remove objectionable or personally identifiable information from any materials or offered services in its Use of such materials or offered services. NewEdu will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.
3. Program Participation.
   Participation in the Program is subject to NewEdu approval and Your continued compliance with the terms set forth here. NewEdu reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You represent that You are at least 18 years of age and agree that NewEdu may publish Your submitted content or tutoring services using NewEdu's authoring and marketplace technologies. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by NewEdu (including by electronic mail).
4. Passes.
   NewEdu's purchasing system enables buyers of educational content and media to enjoy the full diversity of products available in the system at an affordable price through the purchase of Passes. Currently these passes are offered at the KnowledgeTarget(TM), Chapter, and Subject levels of the system ofr a duration of one year. When a customer buys a pass, they are essentially subscribing to all the content in the corresponding area for a single fee. Once a pass is purchased, the user may access all materials in the area for a certain period of time.
   
5. Allocation of Proceeds of Sales.
   NewEdu acts as market maker and clearing house for all items listed for sale within the Service. NewEdu collects funds from purchasers and allocates it via revenue sharing algorithms to the rightful owners of purchased products. Currently NewEdu shares revenue with sellers 50/50 after deducting pro-rated transaction processing costs.
6. Allocation of Refunds and Charge-backs.
   Customers of the Service may request refunds for any materials purchased via the Service by submitting a request and the reason for the request to NewEdu by the means and within the time limits specified in the then-current Terms of Service for NewEdu Buyers. All reasonable refund requests will be honored. If NewEdu chooses to honor a request for a refund, an appropriate sum, equal to the amount of the refund, will be debited from the Sellers account. NewEdu may also choose to pass along to the seller its fair share of processing costs associated with issuing the refund. In no case will a given seller's account be debited such that a negative balance results. Charge-backs stemming from customers who protest charges from NewEdu that appear on their credit cards may also be allocated on a pro-rata basis to specific seller accounts.
7. Payment Terms.
   You, the content owner, shall receive credit in your account related to the number of lessons and educational products sold as determined by NewEdu for its participants in the Program. NewEdu may at any time choose to delay availability of funds for some amount of time, up to and including a period of one month, to enable processing of refunds and or charge-backs that may negatively affect Your balance. NewEdu also reserves the right to debit any and all accounts for their fair share of a past month's refunds and charge backs for a period of up to 90 days in the event that certain of these charges are not reconciled in full until well after the month in which they occurred has past. You may request to withdraw any positive earned balance from your account at anytime. If NewEdu, in it's sole discretion, determines the positive balance to be bona-fide, we will dispatch funds to you by check. NewEdu shall make payments to You within approximately thirty (30) days after the end of the calendar month that the request is made, but in no event shall NewEdu make payments for any earned balance of less than $1.00. NewEdu shall not be liable for any payment based on (a) any fraudulent purchases generated by any person, bot, automated program or similar device or fraudulent page views or clicks similarly generated on any Lessons, as reasonably determined by NewEdu. NewEdu reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending NewEdu's reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that any buyer whose purchase of your lessons or services defaults on payment for such services to NewEdu. In addition, if You are past due on any payment to NewEdu in connection with any NewEdu program, NewEdu reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to you in connection with the service by amounts owed by you to NewEdu. To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Program. NewEdu may change its pricing and/or payment structure at any time. If You dispute any payment made under the Program, You must notify NewEdu in writing within thirty (30) days of any such payment; failure to notify NewEdu shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by NewEdu. No other measurements or statistics of any kind shall be accepted by NewEdu or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by You that require separate payments) unless expressly authorized in writing by NewEdu (including by electronic mail).
8. Termination; Cancellation.
   You may cancel Your participation in the Program and/or terminate this Agreement with or without cause at any time by requesting that Your lessons and other offerings be removed from the NewEdu site. NewEdu may investigate any activity that may violate this Agreement. NewEdu may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Seller in all or part of the Program for any reason. In addition, NewEdu reserves the right to terminate without notice any account that has not generated a sufficient number of valuable contributions (as measured by NewEdu) over a period of one year.
9. Hold Harmless and Indemnity.
   You agree to hold harmless and indemnify NewEdu, and its Instructors, employees, agents and representatives, from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, NewEdu or the affected Instructor(s) will provide you with written notice of such claim, suit or action.
10. Confidentiality; Use of Information.
    The instructional materials or services you offer through the Service do not form the basis for a professional-client relationship, including but not limited to attorney-client, physician-patient, or therapist-patient and are not subject to standards or requirements of confidentiality and/or privilege associated therewith. You may choose to share various aspects of your activities within the Service with other teachers, parents, benefactors, and students; however, NewEdu will never share without your explicit permission any specific information about your account, including, but not limited to subjects investigated or contributed to, tests/assessments/problem-sets taken or contributed to, test/assessment/problem-set scores, tutors or coaches engaged, and amounts of money earned.
    
    NewEdu shall have the perpetual, irrevocable, non-exclusive right to use, reproduce, modify, edit, translate, publish, perform, display, post, transmit and distribute ("Use") any questions, comments, and/or the corresponding answers that you voluntarily contribute to the free community generated content sections (such as, but not limited to forums, wikis, discussions, newsgroups) of the Service, without compensation to you, anonymously or in the aggregate, for internal or external purposes, alone or as part of other works in any form, media, or technology, whether now known or hereafter developed and to sublicense such rights. NewEdu will not, however, publicly disclose your comments and questions in a manner that directly associates them with you (except where you include personally identifiable information voluntarily in a question or comment and such question or comment is Used by NewEdu as provided).
11. NewEdu Rights.
    You acknowledge that NewEdu owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (excluding items licensed by NewEdu from third parties), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any NewEdu services, software, or documentation. You will not remove, obscure, or alter NewEdu's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within any NewEdu services, software, or documentation. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
12. Information Rights.
    NewEdu may retain and use for its own purposes all information You provide, including but not limited to Site demographics and contact and billing information. You agree that NewEdu may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. NewEdu may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. NewEdu disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. NewEdu may share aggregate (i.e., not personally identifiable) information about You with advertisers, business partners, sponsors, and other third parties.
13. Confidentiality.
    You agree not to disclose NewEdu Confidential Information without NewEdu's prior written consent. "NewEdu Confidential Information" includes without limitation: (a) all NewEdu software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Site performance in the Program provided to You by NewEdu; and (c) any other information designated in writing by NewEdu as "Confidential" or an equivalent designation. It does not include information that has become publicly known through no breach by You or NewEdu, or information that has been (i) independently developed without access to NewEdu Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
14. Publicity.
    You agree that NewEdu may use Your name and contnent in presentations, marketing materials, customer lists, financial reports and Web site listings of program participants. If You wish to use NewEdu's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with this Agreement and in compliance with NewEdu's then current Brand Feature Use guidelines, and any content contained or referenced therein. This guide may be obtained by contacting us.
15. No Guarantee.
    NewEdu makes no guarantee regarding the level of traffic or revenue the Program will deliver to Your account, the timing of delivery of such traffic or revenue, or the amount of any payment to be made to You under this Agreement.
16. No Warranty.
    NEWEDU MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO MARKETPLACE AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT CONTENT DISPLAYED IN THE WEB PAGES SERVED BY THE PROGRAM ARE BASED ON NON-NEWEDU APPROVED CONTENT SUCH AS OPEN DISCUSSION FORUMS AND/OR "WIKI" TECHNOLOGY-BASED PAGES, NEWEDU SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF CONTENT IN JUXTAPOSITION TO YOUR LESSON, MEDIA OR TUTORING OFFERINGS.
17. Limitations of Liability; Force Majeure.
    EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii)NEWEDU'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY NEWEDU TO PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
18. Your Obligation to Indemnify.
    You agree to indemnify, defend and hold NewEdu, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program(s), and/or Your breach of any term of this Agreement.
19. Release and Waiver.
    To the maximum extent permitted by applicable law, you hereby release, and waive all claims against NewEdu and its employees and agents from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising out of or in any way connected with use of the Service. If you are a California resident, you waive your rights, whether known or unknown, under California Civil Code ¤ 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, or regulations.
20. No Assignment.
    You shall not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without NewEdu's prior written consent. Any such purported assignment or delegation by you without NewEdu's prior written consent will be null and void and of no force or effect, unless otherwise expressly consented to by NewEdu at its sole and absolute discretion.
21. Relationship of the Parties.
    Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any contract.
22. Arbitration.
    Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in San Francisco, California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, NewEdu may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
23. Miscellaneous.
    If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. NewEdu's failure to act with respect to a breach by you or others does not waive NewEdu's right to act with respect to subsequent or similar breaches. The failure of NewEdu to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. The section headings and subheadings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement. This Agreement shall be interpreted in accordance with the laws of the State of California as if made in California by two residents of that state. This Agreement constitutes the entire agreement between NewEdu and you with respect to the subject matter hereof.