Dual Language Market
Marketplace Members Terms of Use

April 4, 2020

Welcome to the Dual Language Market Marketplace (the “Marketplace”), located at duallanguagemarket.com and owned and administered by DLE Group, LLC (“DLE Group” or “DLE”).

About the Marketplace

The Marketplace provides a marketplace for educators, parents, and others to buy and sell dual-language content for teaching and learning (“Materials”), as well as a community in which Marketplace Members can interact with each other.

About these Terms of Use (“TOU”)

In General. By registering as a Customer or a Vendor, you agree to these Terms of Use (“TOU”). Both Customers and Vendors are considered Members of the Marketplace. These TOU tell you about your rights and responsibilities as a Member. Please read them carefully, and contact@duallanguagemarket.com if you have any questions or concerns.

Registering and using on behalf of someone else (such as your employer). If you become a Member or are otherwise using the Marketplace on behalf of a school district or any other entity (an “Entity”), you understand and agree that you do so as agent of the district or entity and that your actions therefore bind the district or entity.

Updates. We may update these TOU as the Marketplace evolves.  It may not be possible for Us to notify our Members of all such changes, so be sure to check back every now and then to see if the “last revised” date has changed.

About Your Membership and Your Account

How to become a member. When you register as a Marketplace Customer or Vendor, whether as an individual or on behalf of your school district, business, or other entity, you become a Member of the Marketplace. You must maintain a Marketplace Membership in order to buy or sell materials through the Marketplace (although anyone can browse the Marketplace without becoming a Member).

When you register to become a Member, you agree to the following:

  • All the information you provide in the course of creating your account and your Profile is truthful.
  • You will keep your contact information accurate and up to date.
  • You are solely responsible for the activity that happens on or through your account.
  • You will not share your password, let anyone else access or use your account, or do anything else that might jeopardize the security of your account.
  • You will not attempt to access an account belonging to someone else.
  • You will not post unauthorized commercial communications (such as spam) on the Marketplace.

Suspending or terminating your membership. DLE Group has the right, in its sole discretion, to suspend or terminate the account of any Member for violating these TOU or for any other reason. You may terminate your account at any time.

What happens when your membership is terminated. When your membership is terminated, you will no longer be able to post Materials for sale, purchase Materials, or communicate with others through the Marketplace.

About Offering Materials for Sale (Vendors)

Your representations and warranties. You represent and warrant that you either own the copyrights or otherwise have all the legal rights necessary to post, upload, offer to sell, sell, distribute, reproduce, publicly display, and otherwise share any Materials you make available through the Marketplace and that doing so does not violate the rights of any other person or entity, including but not limited to copyrights, trademark rights, and privacy.

You represent and warrant that all information about the Materials and any additional content you make available through the Marketplace, including but not limited to descriptions of Materials, your Profile, and other information about you, regardless of format or medium (collectively, “Your Content”), is, to the best of your knowledge, accurate and truthful and does not violate the rights of any other person or entity, including but not limited to copyrights, trademark rights, and privacy.

Your license to DLE Group. By uploading Materials and/or Your Content to the Marketplace, you grant to DLE a non-exclusive, worldwide, perpetual, irrevocable license, including the right to sublicense, of all rights necessary to offer such Materials for sale through the Marketplace, to distribute such Materials to DLE Members, and to make Your Content available through the Marketplace. This license includes but is not limited to the rights to reproduce, modify, distribute to the public, and publicly perform or display the Materials and Your content.  This license includes but is not limited to the right for DLE Group to sublicense use of the Materials per the terms of the Individual License and Bundle License contained in this TOU.

Customer and third-party use of your Materials and Your Content. You understand and acknowledge that, although DLE Group requires all DLE Customers to agree to this TOU, DLE Group has no control over how DLE Customers or other third parties actually use the Materials you provide to the Marketplace or Your Content. You agree not to attempt to hold DLE Group liable for any actions of any third parties related to your or anyone else’s use of the Marketplace, the Materials, or Your Content.

DLE Group control. You understand and agree that DLE Group has full discretion to edit and/or remove the Materials or Your Content at any time, for any or no reason.

About Purchasing/Downloading Materials (Members)

Your use of Materials is subject to a limited license. Materials made available through the Marketplace are protected by copyright. When you make a purchase in the Marketplace, you are purchasing a license to use the Materials. Therefore, your use of Materials is subject to the terms of the specific license you purchased.

You may not use any Materials in any way not allowed by the applicable license without first obtaining express permission from the copyright owner.

Individual License

Who may use the Materials. An Individual License applies to a specific individual (“Individual Licensee”) and may not be transferred.

Purchasing multiple Individual Licenses at the same time means you have purchased licenses for multiple specific individuals. For example, if you buy five Individual Licenses, any five individuals (including you) whom you designate may become Individual Licensees and use the Materials subject to the license, but they may not transfer their licenses to anyone else.

Purchasing multiple Individual Licenses does not create a “seat” license that would allow the original individuals to be replaced by others, so long as the maximum number of users at any one time does not exceed the number of licenses purchased.

If any person other than the original Individual Licensee wishes to use the Materials, they must purchase an additional Individual License.

 

How you may use the Materials. An Individual License grants a non-transferrable, worldwide, perpetual license to, subject to these Terms of Use, use the Materials only for (1) personal purposes and (2) educational purposes in conjunction with Licensee’s own students or family (collectively, “Individual Licensed Uses”).

Making and distributing copies. Individual Licensees may make and distribute an unlimited number of hard (print) copies of the Materials, but only to the extent necessary to engage in, or in support of, Individual Licensed Uses.

For example, in addition to making hard copies to distribute to an Individual Licensee’s students, the Individual Licensee may copy and distribute copies to parents of the Licensee’s students and to school administrators, but only if doing so supports the Individual Licensed Uses.

Vendors may provide additional licensing terms. A Vendor may include their own licensing terms under the tab “Additional Licensing Terms” in the product page for the Material. Those terms are incorporated into this Individual License, so be sure to check for any such terms.

In the case of conflict between the Vendor’s terms and the terms contained in this TOU, the Vendor’s terms will control.

What you may not do. Materials (or any portion thereof) may not be used for any purpose other than those detailed above, unless prior express permission has been obtained from the copyright owner or its agent. This includes but is not limited to:

  • Making, distributing, displaying, or otherwise using digital copies of the Materials;
  • Making the Materials available online, including but not limited to sharing on social media;
  • Modifying the Materials in any way;
  • Engaging in commercial uses, including but not limited to selling or offering to sell the Materials and using the Materials for marketing purposes.

Bundle License
Educational uses only. A Bundle License grants a non-transferrable, worldwide, perpetual license to, subject to these Terms of Use, use the Materials only for educational purposes (“Bundle Licensed Uses”).

Vendor licensing terms. The Vendor of the Materials will include specific licensing terms under the tab “Additional Licensing Terms” in the product page for the Materials, which are incorporated in this Bundle License. These terms will tell you, among other things, how many copies you may make and in what format(s).

In the case of conflict between the Vendor’s terms and the terms contained in this TOU, the Vendor’s terms will control.

What you may not do. Materials (or any portion thereof) may not be used for any purpose other than those detailed above, unless prior express permission has been obtained from the copyright owner or its agent. This includes but is not limited to:

  • Modifying the Materials in any way;
  • Engaging in commercial uses, including but not limited to selling or offering to sell the Materials and using the Materials for marketing purposes.

Rules for Using the DLE Marketplace
Your use of the Marketplace. You may not use the Marketplace to engage in any illegal or malicious behavior, including but not limited to:

  • Copying, downloading, or otherwise infringing copyrights or other rights in the content of the Marketplace;
  • Using any robot, spider, site search/retrieval application, or other automated device, process, or means to access, retrieve, scrape, or index any portion of the Marketplace or content from the Marketplace;
  • Reverse engineering any portion of the Marketplace;
  • Collecting or harvesting any information from the Marketplace;
  • Using any device, software, or routine that interferes with or attempts to interfere with the proper working of the Marketplace; or
  • Doing anything that could disable, overburden, or impair the proper functioning of the Marketplace.

Communicating with Other Members.
The Marketplace provides the ability for Members to communicate with each other. If you choose to use this service:

  • You grant to DLE a non-exclusive, worldwide, irrevocable, perpetual license of all rights necessary to post any text and other content that you post or otherwise share through the Marketplace, including the rights to reproduce, distribute to the public, and publicly perform or display what you post.
  • You understand and agree that DLE has full discretion to edit and/or remove your postings at any time, for any or no reason.
  • You represent and warrant that you will post only content that you have the rights to post and that nothing you post infringes the rights of anyone else, including but not limited to copyrights or other intellectual property rights.
  • You agree to be truthful in the information you share through the Marketplace.
  • You agree to not bully, intimidate, or harass any person or to otherwise treat any person in an intentionally demeaning or hurtful manner.
  • You agree to not post content that constitutes hate speech or defamation, is threatening, infringes someone else’s privacy, or is in any other way inappropriate for the purpose of the Marketplace.
  • You understand that the Internet is not a completely secure environment and that, despite these Terms of Use, DLE cannot control what others do with the information you make available on the Marketplace.

DLE Group’s Intellectual Property
DLE either owns or licenses from others all rights in and to the content of the Marketplace, including but not limited to text, images, design, and code. You agree that you will not use the content of the Marketplace in any way that infringes our rights or those of others.

Third-Party Resources

The Marketplace provides access to various content and resources that DLE Group neither owns nor controls, such as Materials, information posted by Members, and links to outside websites and other resources (collectively, “Third-Party Resources”).

You understand and agree to the following:

  • DLE has no control over Third-Party Resources and cannot be responsible for your experience with them.
  • DLE cannot and does not vouch for the truth, accuracy, or quality of Third-Party Resources.
  • DLE’s making Third-Party Resources available through the Marketplace does not constitute endorsement or approval of any kind.

Privacy

DLE Group greatly values your privacy, and we want you to understand what information we collect about you and how we will and will not use that information.  Please ask us if you have questions.

  • What we collect. When you create your Account and your Profile, you provide us with information such as your name, email address, other contact information, and payment-related information (collectively, your “Personal Information”). We may also employee cookies and other technology on the Website to collect information that helps us provide you with the best possible online experience. For more information about cookies, see ftc.gov/ftc/cookies.shtm.
  • How we use your Personal Information. DLE Group uses your Personal Information internally to provide you with the best services we can, including those you specifically request as a Customer or Vendor, and to contact you directly regarding the Marketplace.
  • How we share your Personal Information. Your Personal Information may be shared with third parties only as is necessary to provide or improve the Marketplace and the services offered through the Marketplace. For example, during the payment process, some of your Personal Information will be shared with the applicable Vendor and our third-party payment processors. In such cases, the use of your Personal Information will also be subject to the terms & conditions and privacy policies of those third parties.
  • Who we will not share with. Other than as described in this TOU, DLE Group will not share your Personal Information with anyone without first obtaining your express permission, unless required to do so by law.
  • Protecting your information. Although no one can guarantee the security of information shared online, DLE Group follows industry standards in protecting your Personal Information.

Digital Millennium Copyright Act Notice:

If your copyright has been infringed on the Marketplace
DLE Group abides by the Digital Millennium Copyright Act by responding to notices of alleged infringement that comply with the DMCA and other applicable laws.  As part of our response, we may remove or disable access to content residing on the Marketplace or any other site that is claimed to be infringing. In such case, we will make a good-faith attempt to contact the person who submitted the affected content so that they may make a counter-notification, also in accordance with the DMCA.

If you think that your copyrights have been infringed on the Marketplace and want to submit a DMCA take-down notice, please contact us at report@duallanguagemarket.com and provide a notice containing the following information:

  • Reasonably sufficient details to enable us to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example: title, author, any registration or tracking number, URL);
  • Reasonably sufficient detail to enable us to identify and locate the material that is claimed to be infringing (for example a link to the page that contains the material);
  • Your contact information so that we can contact you (for example, your address, telephone number, and/or email address);
  • A statement that you have a good faith belief that the use of the material you’ve identified as infringing is not authorized by the copyright owner, its agent, or the law;
  • A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed; and
  • Your physical or electronic signature.

If you wish to file a counter-claim regarding materials you have made available through the Marketplace that have been taken down due to a DMCA take-down notice, please provide us with a notice containing the following information:

  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
  • A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
  • Your name, address and telephone number;
  • A statement that you consent to the jurisdiction of the Federal District Court for judicial district in which your address is located or, if your address is outside of the USA, for any judicial district in which DLE Group may be found and that you will accept service of process from the person who submitted a notice in compliance with the section (c)(1)(C) of the DMCA, as generally described above; and
  • Your physical or electronic signature. 

NOTE TO Webmaster: The Disclaimers section must be presented in “conspicuous” text, that is, anything that sets it apart from the rest of the TOU – color, bold, italics, a box around it, etc.

Disclaimers
We at DLE Group are proud of the Marketplace and have worked hard to ensure that it is reliable and of the highest quality reasonably possible. We do not anticipate that you will encounter any problems using the Marketplace. However, certain things are simply beyond our control, and we want you to understand the limitations you could encounter should such a situation arise. If you do encounter any problems whatsoever, please let us know so that we can do our best to resolve them.

  • You understand and agree that your use of the Marketplace is at your own risk and that content, information, and services provided to you through the Marketplace are on an “as-is” basis.
  • DLE Group does not make any specific promises or warranties, either implied or express, about the Marketplace. For example, we make no commitments about the content, functionality, reliability, or availability of the Marketplace or the accuracy of Materials or their ability to meet your needs.
  • To the extent permitted by law, we exclude all warranties.
  • You agree that you will not hold DLE Group responsible or liable for timeliness, inaccuracy, or improper delivery of the Marketplace, Materials, services offered through the Marketplace, or information provided through the Marketplace, or the failure to store Materials, Your Content, or other information you provide to DLE.
  • You understand and agree that, where permitted by law, DLE Group will not be responsible for any direct, indirect, special, incidental, consequential, exemplary, or punitive damages, including but not limited to damages for any loss resulting from the use of the Marketplace or the inability to use the Marketplace, unauthorized access to or alteration of information you provide to us, or any other matter relating to or associated with the Marketplace.

 Indemnification
You agree to indemnify and hold harmless DLE Group and our representatives, subsidiaries, affiliates, related parties, officers, directors, employees, agents, and independent contractors from any claim or demand, including reasonable legal fees, that may be filed by any third party arising out of: (1) your conduct in connection with your use of the Marketplace; (2) your provision of information through the Marketplace; (3) your violation of these TOU, including the breach of any representation or warranty made by you; or (4) any violation by you of the rights of someone else.

 Arbitration
In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach of this Agreement, you and DLE Group agree to use your best efforts to settle the dispute, claim, question, or disagreement. Accordingly, you will consult and negotiate with each other in good faith and attempt to reach a fair and equitable solution satisfactory to both. If unable to do so within a period of sixty (60) days, then, upon notice by either of you to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules & Procedures. Exclusive venue for any arbitration shall be Dallas County, Texas, United States. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to this arbitration clause.

 

Miscellanea 
This TOU constitute the complete understanding of the parties with respect to the subject of this TOU and supersede all prior oral or written agreements or proposals of the parties relating to the subject of this TOU.

  • No modification of this TOU shall be valid unless in writing and executed by both parties.
  • In the event that this TOU is provided in multiple languages, the English version shall control.
  • This TOU, including the above Arbitration provision, shall be construed and governed by, and enforced in accordance with, the laws of the United States and of the State of Texas.
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