When you sign up to become a “Digital Goods Vendor” on the Restricted 21 Marketplace, you agree to abide by these Terms intended for Digital goods vendors, which are specifically tailored to you as a digital products vendor.
Also, you agree to abide by the terms and conditions intended for the general vendors known as: “Vendor Terms and Conditions”.
These terms and conditions cover the details about the aspects of the Marketplace relevant to vendors selling digital goods and courses and are incorporated by reference into the version of collective Vendor’s Terms of Use, as stated above, the general terms that govern your use of our Services.
Any capitalized terms that aren’t defined in these Terms are defined as specified in the collective Vendor’s Terms and Conditions.
As vendor, you are contracting directly with Restricted 21 Inc., regardless of whether another Restricted 21 subsidiary facilitates payments to you.
- Vendor’s Obligations
As a vendor, you are responsible for all content that you post, including lectures, quizzes, coding exercises, practice tests, assignments, resources, answers, course landing page content, and announcements (“Submitted Content”).
You represent and warrant that:
- you will provide and maintain accurate account information;
- you own or have the necessary licenses, rights, consents, permissions, and authority to authorize Restricted 21 to use your Submitted Content as specified in these Terms and the Terms of Use;
- your Submitted Content will not infringe or misappropriate any third party’s intellectual property rights;
- you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to teach and offer the services that you offer through your Submitted Content and use of the Services; and
- you will respond promptly to customers and ensure a quality of service that corresponds with the standards of your industry and instruction services in general.
You warrant that you will not:
- post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
- post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Services or to any user;
- use the Services for business other than providing tutoring, teaching, and instructional services to customers;
- engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording;
- frame or embed the Services (such as to embed a free version of a course) or otherwise circumvent the Services;
- impersonate another person or gain unauthorized access to another person’s account;
- interfere with or otherwise prevent other vendors from providing their services or courses; or
- abuse Restricted 21 resources, including support services.
- License to Restricted 21
You grant Restricted 21 the rights detailed in the Terms of Use to offer, market, and otherwise exploit your Submitted Content, and to sublicense it to customers for these purposes directly or through third parties. This includes the right to add captions or otherwise modify content to ensure accessibility.
Unless otherwise agreed (including within our Promotions Policy), you have the right to remove all or any portion of your Submitted Content from the Services at any time. Except as otherwise agreed, Restricted 21’s right to sublicense the rights in this section will terminate with respect to new users 60 days after the Submitted Content’s removal. However, (1) rights given to customers before the Submitted Content’s removal will continue in accordance with the terms of those licenses (including any grants of lifetime access) and (2) Restricted 21’s right to use such Submitted Content for marketing purposes shall survive termination.
We may record all or any part of your Submitted Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. You grant Restricted 21 permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, your Submitted Content, or Restricted 21’s content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.
- Restricted 21 Polices
3.1 Policies
You agree to abide by Restricted 21’s policies, Restricted Topics policy, and other course quality standards or policies prescribed by Restricted 21 from time to time. You should check these policies periodically to ensure that you comply with any updates to them. You understand that your use of the Services is subject to Restricted 21’s approval, which we may grant or deny at our sole discretion.
We reserve the right to remove courses, suspend payouts, and/or ban vendors for any reason at any time, without prior notice, including in cases where:
- a vendor or course does not comply with our policies or legal terms (including the Terms of Use);
- a course falls below our quality standards or has a negative impact on the customer experience;
- a vendor engages in behavior that might reflect unfavourably on Restricted 21 or bring Restricted 21 into public disrepute, contempt, scandal, or ridicule;
- a vendor engages the services of a marketer or other business partner who violates Restricted 21’s policies; or
- as determined by Restricted 21 in its sole discretion.
3.2 Anti-Piracy Efforts
We partner with anti-piracy vendors to help protect your courses from unauthorized use. To enable this protection, you hereby appoint Restricted 21 and our anti-piracy vendors as your agents for the purpose of enforcing copyrights for each of your courses, through notice and takedown processes (under applicable copyright laws for example the Digital Millennium Copyright Act) and for other efforts to enforce those rights. You grant Restricted 21 and our anti-piracy vendors primary authority to file notices on your behalf to enforce your copyright interests.
- Pricing
4.1 Price Setting
Each vendor of digital goods will be prompted to select a base price (“Base Price”) for the course or digital goods sold. Alternatively, you may choose to offer your course for free.
When a customer purchases using a foreign currency, we will convert the relevant Base Price or Promotional Program price into the customer’s applicable currency using a system-wide foreign currency conversion rate set by Restricted 21.
You give us permission to share your courses for free with our employees, with selected partners, and in cases where we need to restore access accounts who have previously purchased your courses. You understand that you will not receive compensation in these cases.
4.2 Transaction Taxes
If a customer purchases a product or service in a country that requires Restricted 21 to remit national, state, or local sales or use taxes, value added taxes (VAT), or other similar transaction taxes (“Transaction Taxes”), under applicable law, we will collect and remit those Transaction Taxes to the competent tax authorities for those sales. We may increase the sale price at our discretion where we determine that such taxes may be due.
- Payments
5.1 Revenue Share
When a customer purchases a digital product or course, we calculate the gross amount of the sale as the amount actually received by Restricted 21 from the customer (“Gross Amount”). From this, we subtract any Transaction Taxes and other variables if applicable (“Net Amount”).
your revenue share will be 50% of the Net Amount less any applicable deductions, such as customer refunds. If we change this payment rate, we will provide you 30 days notice using prominent means, such as via email or by posting a notice through our Services.
Restricted 21 makes all vendor payments in U.S. dollars (USD) regardless of the currency with which the sale was made. We will assume transaction processing fees, excluding foreign currency conversion fees and wiring fees. Your revenue report will show the sales price (in local currency) and your converted revenue amount (in USD).
5.2 Receiving Payments
For us to pay you in a timely manner, you must own a PayPal account in good standing and must keep us informed of the correct email associated with your account. You must also provide any identifying information or tax documentation (such as a W-9 or W-8) necessary for payment of amounts due, and you agree that we have the right to withhold appropriate taxes from your payments. We reserve the right to withhold payments or impose other penalties if we do not receive proper identifying information or tax documentation from you. You understand and agree that you are ultimately responsible for any taxes on your income.
Depending on the applicable revenue share model, payment will be made within 30 days of the end of the month in which (a) we receive the fee for a course or (b) the relevant course consumption occurred.
As a vendor, you are responsible for determining whether you are eligible to be paid by Restricted 21 or not. We reserve the right not to pay out funds in the event of identified fraud, violations of intellectual property rights, or other violations of the law.
If we cannot settle funds into your payment account after the period of time set forth by your state, country, or other government authority in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting those funds to the appropriate government authority as required by law.
5.3 Refunds
You acknowledge and agree that customers have the right to receive a refund, as detailed in the Terms of Use. Vendors will not receive any revenue from transactions for which a refund has been granted under the Terms of Use.
If a customer asks for a refund after we have paid the relevant vendor payment, we reserve the right to either (1) deduct the amount of the refund from the next payment sent to the vendor or (2) where no further payments are due to the vendor or the payments are insufficient to cover the refunded amounts, require the vendor to refund any amounts refunded to customers for the vendor’s goods and courses.
- Trademarks
While you are a published vendor and subject to the requirements below, you may use our trademarks where we authorize you to do so.
You must:
- only use the images of our trademarks that we make available to you;
- immediately comply if we request that you discontinue use.
You must not:
- use our trademarks in a misleading or disparaging way;
- use our trademarks in a way that implies that we endorse, sponsor, or approve of your courses or services;
- use our trademarks in a way that violates applicable law or in connection with an obscene, indecent, or unlawful topic or material.
- 7. Miscellaneous Legal Terms
7.1 Updating These Terms
From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Restricted 21 reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If we make any material change, we will notify you using prominent means such as by email notice sent to the email address specified in your account or by posting a notice through our Services. Modifications will become effective on the day they are posted unless stated otherwise.
Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.
7.2 Translations
Any version of these Terms in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict.
7.3 Relationship Between Us
You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.