Welcome to The Digital Market Place, LLC website (“Website”). This Website offers a platform to explore, exchange, and electronically deliver digital content related to a variety of lifestyle areas including, but not limited to, education, do-it yourself projects, e-publications, fitness and health, organization, and invitations (“Resources”). The Digital Market Place, LLC, its affiliates, and its subsidiaries are collectively referred hereto as The Digital Market Place, LLC, “we”, “our”, or “us”.
Before accessing or using this Website, please read these Terms. By accessing or using this Website, registering for an account, browsing the Services, or clicking to accept or agree to the Terms when this option is made available to you, you acknowledge that you have accepted and agreed to be bound by these Terms. Accepting and agreeing to these Terms creates a contractual relationship between you and The Digital Market Place, LLC. Accepting and agreeing to these Terms do not, however, create any agency, partnership, joint venture, employment, or franchisee relationship between you and The Digital Market Place, LLC. If you disagree with any of the stated terms and conditions, you may not access or use this Website.
This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with The Digital Market Place, LLC.
Individuals who choose to register for an account with The Digital Market Place, LLC (“Account”) will be asked to pick a username and password. Your username cannot be offensive, vulgar, infringe upon another’s intellectual property rights, or otherwise violate these Terms.
You are responsible for all activities that occur under your Account. You must maintain the confidentiality of your username and password and notify us if you believe that access to your account has been compromised by a third party. If you create an Account as a business entity, your registration represents and warrants that you are authorized to agree to the Terms on behalf of the business.
Creating an Account
An individual may create an Account to purchase and download Resources (“Buyer”). In addition to purchasing and downloading resources, a Buyer may submit ratings and reviews (“Feedback”), and questions, comments, requests, or other messages (“Communications”) using our Website.
An individual who offers and sells Resources (“Seller”), may create an account to, in addition to features provided by Buyer Account, upload and sell Resources, access sales data, purchase promotional space, access marketing features and tools, and access additional information and communication features based on their membership level.
Public and private entities, may also create an Account to purchase and download Resources (“Organizations”).
Deactivating an Account
We have the right to, temporarily or permanently, deactivate an Account at any time for any or no reason, without advance notice or liability.
You have the right to, temporarily or permanently, deactivate an Account at any time for any or no reason, without advance notice. Having a deactivated Account does not immediately relieve you of obligations incurred by you under these Terms. You are still liable to us for any fees, fines, or other financial obligation incurred by you while accessing our Website or using our Services prior to deactivation. We will not be liable to you for compensation, reimbursement, or damages related to the deactivation of your Account.
A deactivated Account limits your access to Account information, past purchases, and certain Resources and Services that require an Account. Account deactivation also means that any Resources, Feedback, or Communications (collectively “Content “) uploaded by you to our Services, may not be available to other users or Account holders on the Website. You may reopen an Account anytime by logging in and signing up for an Account again.
You are responsible for paying all fees that you owe to Digital Market Place. Except as set forth below, you are also solely responsible for collecting and/or paying any applicable taxes for any purchases or sales you make through accessing our Website and/or using our Services. Fees include membership subscription fees charged each membership term (“Membership Fees”), and fees charged per Resource sold (“Transaction Fees”).
We do not assess Fees against a Buyer for creating an Account. However, there is a fee associated with creating a Seller account. Seller Accounts are available at various price points based on the features and privileges associated with each type of Account. Sellers must also pay a percentage of the sale price earned for each Resource sold through The Digital Market Place, LLC Website (“Marketplace Payout Rate”). Marketplace Payout Rates vary based on the type of Resources Seller chooses to offer and the type of Account Seller chooses to create.
Buyers may choose to create a Seller Account, at any time, after paying the applicable Fees.
We may, in our discretion, make changes to the availability of Accounts offered by The Digital Market Place, LLC, the privileges and features available with each Account, and the Fees associated with each Account at any time for any or no reason, without advance notice or liability. We may notify you regarding any changes to Fees or Marketplace Payout Rates by sending a message to the email address associated with your Account, posting notifications on our Services, or employing other communication methods to reach you. Your continuous use of Services following any effective changes regarding our Fees, Market Payout Rates, or Services serves as your acceptance of the changes.
Marketplace Earnings and Payouts
Sellers earn an amount based on the applicable Marketplace Payout Rate (“Marketplace Earnings”) for each sale made while using our Services. Marketplace Earnings, together with any other earnings Sellers can receive through our Services and reduced by applicable fees, are (“Total Earnings”). We issue Total Earnings to the Seller in monthly payments (“Payouts”).
To issue Payouts, we work with third party companies that process and transfer funds. (“Payment Services”). To receive Payouts, Sellers must have an Account capable of receiving payments with a supported Payment Service (“Payout Account”). We make no guarantees about the services offered by any third party companies, and we are not responsible for any payment delays or other complications caused by Payment Services. We may, at our discretion, change the availability of supported Payment Services, at any time for any or no reason, without advance notice or liability.
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.
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.
Sellers are responsible for paying any other fees or costs assessed against them by third parties and for paying any applicable income, sales, or other taxes they may be subject to while using our Services as a Seller. Tax-related responsibilities may include:
- Paying sales tax on sales.
- Paying income tax on sales.
- Informing overseas buyers about import charges.
Furthermore, certain jurisdictions may require you to collect applicable taxes on your transactions, regardless of your physical location in the jurisdiction. As an e-commerce platform, we are not responsible for rendering any advice or assuming any legal liabilities associated with your tax-related responsibilities. Please consult with a legal professional or tax advisor for more information.
You authorize us to charge each payment or fee to the preferred payment method listed on your Account in United States Dollars (“USD”). If the preferred method is unavailable (for example, a card has expired and cannot be charged successfully), we will use another payment method we have on record for you. We are not responsible for any additional fees or taxes assessed against you by your financial institution.
Failure to pay as promised may result in late fees being charged, Resources being removed from your Account, your Account being deactivated, or any other action we deem necessary. If we receive notice that you have disputed a charge related to a purchase you made using your Account, we may, at our discretion, offer proof to challenge the dispute. Based on the resolution of the dispute, we may take further action against your Account.
All sales are considered final and nonrefundable once an order is submitted on the Services. However, we may, in our sole discretion, on a case-by-case basis, issue a refund. If a Buyer is unsatisfied with a purchase, they must first contact the Seller from whom they purchased the Resource and request a refund. Sellers, in turn, will inform us of your request. If a Seller is unresponsive to a Buyer’s refund request, we reserve the right to deduct from a Seller’s Payout, an amount equal to or less than the Buyer’s requested refund to complete the payment.
The Digital Marketplace, LLC permits you to post Feedback regarding your purchases from the Services. Any Feedback you choose to leave should reflect your honest experience using the Resource for its intended purpose and must comply with our Terms. Sellers may not leave Feedback on their own Resources. By posting Feedback you agree that:
- We may, at any time, set additional requirements or limitations for leaving Feedback such as a minimum or maximum characters, time-based restrictions, or other requirements.
- We may, at any time, remove Feedback for any reason, without notice.
- We may, at any time, edit and amend content of Feedback before or after publication. We may ban a user or Account holder from leaving Feedback.
Prohibited Usage and Content Standards
You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services. This may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to your use of the Services.
You agree not to use the Services:
- To exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate The Digital Market Place, LLC, a The Digital Market Place, LLC employee, another user, or any other person or entity.
- To promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm The Digital Market Place, LLC or users of the Website, or expose them to liability.
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) Content.
The Digital Market Place, LLC does not produce, approve, or upload posted Content. Posted Content on any Interactive Services or Services in general, do not reflect our opinions, policy, or position. We make no representations or warranties as to the quality, accuracy, effectiveness, legality, appropriateness, or other aspects of any Content on the Services.
Monitoring and Enforcement of Content Standards
The Digital Market Place, LLC may monitor any activity and Content associated with our Services. We may investigate any complaints or reported violations of our terms and take any action that we deem appropriate. Such action may include, but is not limited to, issuing warnings, deactivating your Account, denying access to the Website and Services, removing your Content, removing Resources from your Account, and any additional action that we deem appropriate.
Our Intellectual Property and Rights
The Services entire contents, features, and functionality, including but not limited to, all information, software, text, graphics, photographs, logos, displays, images, video, and audio, design, selection, and arrangement thereof (“Website Assets”) are owned by The Digital Market Place, LLC, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
No right, title, or interest in or to the Services or any Website Assets is transferred to you, and all rights not expressly granted are reserved by The Digital Market Place, LLC. Any use of the Services not expressly permitted by these Terms gives rise to a breach and may violate copyright, trademark, and other laws.
These Terms allow you to use the Services for personal, non-commercial use only. Prohibited commercial use entails selling, licensing, renting, using in your own business or website, incorporating into marketing materials or presentations, or making other commercial use of our Website Assets. You are prohibited from reproducing, distributing, modifying, creating derivative works of, publicly displaying, publicly performing, republishing, downloading, storing, or transmitting any of our Website Assets or any other material on our Website except as expressly provided in these Terms.
If you print, copy, modify, download, or otherwise use or provide unauthorized access to the Services in breach of the Terms, your right to use the Services will immediately cease and you will, at our option, return or destroy any copies of the materials you have made.
By accessing the Website or using our Services you agree not to:
- Claim or register ownership of The Digital Market Place, LLC on your behalf or on behalf of others.
- Sublicense any rights in The Digital Market Place, LLC intellectual property granted by us to other users or Account holders except as expressly provided in these Terms.
- Import or export any The Digital Market Place, LLC intellectual property to a person or country in violation of any country’s export control Laws.
- Use The Digital Market Place, LLC intellectual property in a manner that violates these Terms or Laws.
- Post any Resources, Communication, or anything else that infringes on the copyrights, trademarks, or patent rights of someone else.
Attempt to do any of the foregoing.
Our name, Terms, and all related names, logos, product and service names, designs, and slogans are trademarks of The Digital Market Place, LLC. You must not use such marks without our prior written consent. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
Your Intellectual Property and Rights
You retain ownership over your Content. We do not claim any intellectual property rights over your Content, including but not limited to, shop names, profile pictures, listing descriptions, reviews, comments, videos, and usernames.
However, by posting Content, you accept and agree that:
- Users and Account holders will view your uploaded Resources, Feedback, Communications, and Posts.
- We may store, display and use your uploaded Resources, Feedback, Communications, and Posts.
- We may, at any time, review and delete all uploaded Resources, Feedback, Communications, and Posts on the Website or submitted using our Services, although we are not obligated to do so.
You understand that you are solely responsible for your Content. By posting Content, you represent and warrant that you have all necessary rights to your posted Content and that you are not infringing or violating any third party’s rights.
License Granted to Us
By posting your Content on our Website, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of your uploaded content. This license also permits us to use the names, trademarks, service marks and logos associated with your Account to promote our Services, in any format and through any medium.
Any unsolicited ideas or other materials you submit to us, separate and apart from your posted Content are considered non-confidential and non-proprietary to you. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you. You agree not to assert any moral rights or rights of publicity against us for using your Content.
License Granted to Buyers and Sellers
Sellers grant Buyers who purchase their Resources, for use by one single specific individual user, a non-exclusive, perpetual, irrevocable, non-transferable, non-sublicensable, worldwide, limited license (“Individual License”). When Buyers purchase a Resource, Buyers are purchasing an Individual License to be used in accordance with the provisions provided below.
An Individual License may only be assigned to a single specific individual user (“Individual Licensee”) for their lifetime use. An Individual License only authorizes personal use of the purchased Resource for one specific user (“Personal Use”). This means you can use Resources for your own personal purposes. Sellers may grant additional rights regarding their offered Resources at their discretion.
Unless otherwise expressly permitted by the Seller:
- You may not use the Resource, in part or in whole, for commercial purposes. you cannot 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.
- 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.
- Except as permitted above to deliver Resources electronically to authorized 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.
Organizations have the option to purchase a license that, in addition to the permissions and limitations associated with an Individual License, may be transferred (“Organization License”) from the original purchaser (“Organization Licensee”). Organization Licensees may transfer their Organization License to be used by other individuals without purchasing additional licenses. Organization Licenses are only available to Organizations that identified themselves as schools when creating an Account.
Although Organization Licenses can be transferred from the original purchaser to another user, an Organization License are still limited to being used by one specific user at a time. To transfer an Organization License from one user to another, an Organization must first reclaim the Organization License from the current user. Then, the Organization may transfer the Organization License to another user for their use. An Organization may reclaim an Organization License to transfer it to a new user no more than once per calendar year. The Digital Market Place, LLC may, in its discretion, modify the frequency or parameters with whichan Organization License may be transferred. You may not share a Resource with multiple users concurrently unless you purchase additional licenses.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy, and for maintaining a means external to our Services for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE DIGITAL MARKET PLACE, LLC NOR ANY PERSON ASSOCIATED WITH THE DIGITAL MARKET PLACE, LLC MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE DIGITAL MARKET PLACE, LLC NOR ANYONE ASSOCIATED WITH THE DIGITAL MARKET PLACE, LLC REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE DIGITAL MARKET PLACE, LLC HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. THE DIGITAL MARKET PLACE, LLC’S LIABILITY TO YOU OR ANY THIRD PARTY SHALL BE LIMITED TO (A) THE TOTAL AMOUNTS PAID BY YOU TO THE DIGITAL MARKET PLACE, LLC DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR ACTION ALLEGEDLY GIVING RISE TO SUCH LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00 USD), WHICHEVER IS THE LESSER AMOUNT.
Limitation on Liability
You understand that we do not manufacture, store, or inspect any of the Resources sold through our Services. We cannot and do not make any warranties about the quality, safety, or even legality of Resources or any other electronically delivered items, digital content, or services made available on the Services. Any legal claim related to a Resource purchase must be brought directly against the Seller who sold the Resource. You release us from any claims related to items or services sold through our Services, including but not limited to, defective or misrepresented electronically delivered items and digital content.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE DIGITAL MARKET PLACE, LLC, OUR AFFILIATES, OUR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE
You agree to defend, indemnify, and hold harmless The Digital Market Place, LLC, our affiliates, our licensors, and service providers, ours and their respective officers, directors, employees, contractors, agents, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Website, including, but not limited to, your Content, any use of the Website’s content, Services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Website.
Governing Law and Consent to Jurisdiction
These Terms shall be governed by the laws of the State of Delaware, without regard to its without regard to its conflict of laws rules. You hereby consent and agree to submit to the exclusive jurisdiction and venue of any state or federal court in Delaware in any proceedings hereunder, and each hereby waive any objection to any such proceedings based on improper venue, forum non-conveniens, or similar principles.
You hereby further consent and agree to the exercise of such personal jurisdiction over you by Delaware courts, both state and federal, with respect to any such proceedings, waive any objection to the assertion or exercise of such jurisdiction and consent to process being served in any such proceedings in the manner provided for the giving of notices hereunder.
At The Digital Market Place, LLC’s sole discretion, it may require you to submit any disputes arising from these Terms, Services, or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law in a venue located within the state of Delaware.
Waiver and Severability
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.