TEACHER/SELLER TERMS AND CONDITIONS
Effective date 05/01/2016
These Teacher/Seller Terms and Conditions (the “Terms and Conditions”) govern and are incorporated into the Teacher/Seller Agreement between Deep Gratitude and Teacher/Seller (collectively, the “Agreement”). Deep Gratitude, subject to the provisions of this paragraph, may amend the Agreement in its sole discretion and at any time. The most recent version of the Terms and Conditions (as may be amended by Deep Gratitude from time to time) will be available at http://deepgratitude.com/legal/teacher-seller-terms-conditions. Teacher/Seller will be directed there before signing up for a sale or offering. Teacher/Seller agrees that this notification method constitute adequate notice to inform Teacher/Seller of any amendments to the Agreement and Teacher/Seller further agrees to be bound by any such amendments to the Agreement upon such notification.
“TEACHER/SELLER OFFERING” means the goods and/or services to be provided by the Teacher/Seller, stated on the Offering/Product as presented by Deep Gratitude. Values determined by Teacher/Seller.
“STOCK LEVEL OF OFFERINGS” means the total level of Offerings Deep Gratitude is authorized to sell for the Teacher/Seller.
“FULL OFFER VALUE” means the Amount Paid plus the Promotional Value.
“AMOUNT PAID” means the amount a purchaser pays for each Offering, which never expires, subject to Dynamic Pricing, as detailed in Section 5.
“PROMOTIONAL VALUE” means the Full Offer Value less the Amount Paid.
“PROMOTIONAL VALUE EXPIRATION DATE” means the date stated on the Offering when the Promotional Value expires.
“REMITTANCE AMOUNT” means the amount Deep Gratitude shall remit to Teacher/Seller for each Offering, subject to the payment terms.
“FINE PRINT” means the conditions and restrictions concerning Offering redemption and the Teacher/Seller Offering stated on the Website and/or Offering.
1. Offering Program
- Deep Gratitude is authorized to promote and sell Offerings on Teacher/Seller’s behalf subject to the terms of this Agreement and the “Terms of Sale” located at http://deepgratitude.com/legal/terms-of-sale. The product sold will evidence the Teacher/Seller Offering and will be sent to the purchaser electronically via the sellers site and/or sales funnel once payment is received. Once the product is sold it is the responsibility of the Teacher/Seller to care for that customer’s experience and satisfaction. The customer experience and satisfaction is no longer DG’s responsibility and is the Teacher’s once the sale is concluded. If there is a conflict between this Agreement and the Terms of Sale, the Agreement controls.
- Deep Gratitude is authorized to promote and sell Offerings on Teacher/Seller’s behalf through any platform, including its feature homepage sale, affiliates, business partner network, marketplace, or referral network. The Product(s) may be offered to all or part of Deep Gratitude’s subscriber base or its affiliate subscriber base or referral network and segmented by various variables including gender, age, location, and consumer preferences. The features may be offered through a variety of distribution channels, including, the Internet, the Website, affiliate websites, business partner network, email, mobile applications, other types of electronic offerings and other platforms or distribution channels owned, controlled, or operated by Deep Gratitude, its affiliates or business partners.
- Deep Gratitude is authorized to promote and sell up to the stock level of Offerings in multiple markets and on dates in its discretion. Teacher/Seller shall specify the stock level of Offerings and, and may increase either number in its discretion.
- Deep Gratitude reserves the continuing right to reject, revise, or discontinue any Teacher/Seller Offering, at any time and for any reason in Deep Gratitude’s sole discretion, and to terminate the Teacher/Seller Offering and to remove all references to the Teacher/Seller Offering and Offering from the Website; and redirect or delete any URL used in connection with the Teacher/Seller Offering.
- Teacher will fulfill the customers DG purchase and promotional value until the expiration date _____ the Teacher/Seller gives to DG if any. It is the customer’s responsibility to contact the teacher by then and the teacher’s responsibility to contact and reach out to the student/customer.
- It is the Teacher/Seller’s responsibility to honor all partial or complete redemptions: If applicable, and if a customer redeems a Offering for less than the Amount Paid, the Teacher/Seller is responsible for handling any un-redeemed value as required by applicable law. If a customer does not redeem their offering by the expiration date or any other issues arise after purchase it is the Teacher/Seller’s responsibility to handle such issues as they see fit and according to any applicable law(s).
- Teacher/Seller agrees that in providing the Teacher/Seller Offering, Teacher/Seller will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Offering, including the Fine Print. Unless disclosed in the Fine Print, Teacher/Seller further agrees not to impose different terms or a different cancellation policy than what is imposed on its non-Deep Gratitude customers.
- Teacher/Seller may not sell the same offering elsewhere at the same rate or a deeper discounted rate at the same time as the Deep Gratitude event. Thier offering rate must be at least 20% higher elsewhere when compared to the offering rate during their DG event. Teacher/Seller may not compete with Deep Gratitude at the time of the specific offering event.
- Teacher/Seller is responsible for all customer service in connection with the Teacher/Seller Offering and for supplying all goods and services stated in the Teacher/Seller Offering.
- Teacher will give DG an accurate web address/url to send the customer immediately after the sale, where the customer can redeem their purchase or begin the teaching/course with the teacher. Teacher is responsible for the quality of the redemption url/site. Teacher will provide a valid contact phone number, valid contact link, and hours of operation which will be available to the customer and Deep Gratitude. If any of this changes it is the Teachers responsibility to notify the customer and DG.
- Teacher/Seller is responsible for handling returns of the Teacher/Seller Offering in compliance with applicable laws, Teacher/Seller’s return policy and the Fine Print. Teacher/Seller will not impose a more restrictive return policy on Deep Gratitude offering purchasers than Teacher/Seller’s regular return policy.
- Amounts retained by Deep Gratitude from the proceeds of the Teacher/Seller Offering are compensation to Deep Gratitude for marketing, promoting, and advertising the Teacher/Seller Offering and distributing the Offerings on behalf of Teacher/Seller. Deep Gratitude will have no obligation to advance amounts that have been paid to Deep Gratitude by the purchaser until Teacher/Seller has complied with its obligations under this Agreement. Teacher/Seller shall retain the Remittance Amount in trust for the benefit of Deep Gratitude’s customers holding unredeemed Offerings until Teacher/Seller delivers the Teacher/Seller Offering, refunds the holder of any unredeemed Offering or escheats the amount required to a taxing authority, if applicable. The funds held in trust shall be returned to Deep Gratitude upon demand for refunds to customers. Deep Gratitude is authorized to review Teacher/Seller’s credit history, which may include a soft credit check. If Teacher/Seller is unwilling or cannot perform its obligations under this Agreement, Deep Gratitude is authorized to offset or withhold future payment and secure reimbursement from Teacher/Seller for any refunds.
- Deep Gratitude is authorized to initiate PayPal credit transaction entries to Teacher/Seller’s depository account at PayPal. The Teacher/Seller will provide Deep Gratitude with an accurate/working PayPal Email Address and will need to have an active functioning account on PayPal in order to receive payments. Only in the event of an error, Deep Gratitude is authorized to initiate debit entry adjustments to the Teacher/Seller Bank Account to correct any error. Teacher/Seller hereby acknowledges that Deep Gratitude’s origination of all transactions to Teacher/Seller’s PayPal Account must comply with provisions of U.S. law. PayPal payments take up to (10) business days to become available in the Teacher/Seller’s PayPal after processing.
- Deep Gratitude pays Guides via a PayPal account, provided to us when a member joins. If the PayPal email changes, it is the responsibility of the Guide to notify the Deep Gratitude. We will not resend payments returned due to incorrect payment email addresses. Should a offering be refunded for any reason before payment date (usually within a week to a month) the system will automatically reverse the commission for refunded products.
- Teacher/Seller will not attempt to bill or collect reimbursement from any third-party payor, including but not limited to any insurer, health insurance plan, Medicare, Medicaid, or any other federal, state, provincial, territorial or local governmental program or entity (“Third-Party Payor”), for any of Teacher/Seller’s services. Teacher/Seller will accept the amounts received from Deep Gratitude as payment in full for all services provided by Teacher/Seller delivered pursuant to the Teacher/Seller Offering. Teacher/Seller is solely responsible for complying with any contractual requirements imposed by its contracts with Third-Party Payors, including but not limited to requirements related to offering discounted services.
- The Remittance Amount paid to Teacher/Seller will be based on the net profit from Teacher’s sale event.
- In an effort to promote Teacher/Seller Offerings and increase Offering sales, Deep Gratitude is authorized at any time and in its sole discretion to increase or decrease the Amount Paid for any Teacher/Seller Offering. In the event of any such change, the Net Remittance Amount will be adjusted accordingly in an amount equal to the percentage increase or decrease in the Amount Paid; provided, however, that any decrease in the Net Remittance Amount will not exceed 10%.
- Taxes Generally. It is Teacher/Seller’s responsibility to determine what, if any, taxes apply to the payments Teacher/Seller makes or receives, and it is Teacher/Seller’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. Deep Gratitude is not responsible for determining whether taxes apply to Teacher/Seller’s transaction with either Purchasers or Deep Gratitude, or for collecting, reporting or remitting any taxes arising from any transaction with or by Teacher/Seller and Purchaser.
Teacher/Seller may be asked to provide Deep Gratitude with a valid Tax Identification Number for tax reporting purposes. A W-9 form will be provided to Teacher/Seller to officially attain this information. An IRS Form 1099 may be issued in Teacher/Seller’s name for the value of payments made. Teacher/Seller shall be responsible for paying any and all sales, use or any other taxes related to the Teacher/Seller Offering or the goods and services.
3. Customer Data Restrictions
- “Customer Data” means all identifiable information about purchasers generated or collected by Deep Gratitude or Teacher/Seller, including, but not limited to, purchasers’ name, shipping addresses, email addresses, phone numbers, purchaser preferences and tendencies, and financial transaction data.
- Teacher/Seller shall immediately notify Deep Gratitude if Teacher/Seller becomes aware of or suspects any unauthorized access to or use of Customer Data or any confidential information of Deep Gratitude, and shall cooperate with Deep Gratitude in the investigation of such breach and the mitigation of any damages.
- Gift certificates will be available in the future, that will come out of DG share of net profit and not affect the Teacher.
- Deep Gratitude and its business partners may communicate with Teacher/Seller with regard to products, promotions, and other services that may be of interest to Teacher/Seller. This may include email or other communications. Deep Gratitude may also solicit Teacher/Seller’s opinion for market research purposes.
- Email / Social Media / General Promotions.
- Both the Teacher/Seller and Deep Gratitude will send no less than two announcements to their appropriate email lists as well as any appropriate social media channels they may be on – an introduction to the sale on or near the day of, not before, and a follow up sometime after. Either DG or Teacher/Seller can send more promotional outreaches if they like. You can find official DG intro text samples and images in the DG Affiliate area.
- Teacher/Seller will provide their Social Media ID(s) and accept Deep Gratitude’s “friend request” on those channels.
- Please provide DG any promotional text/images Teacher/Seller would like used for DG’s Social Media/Email blasts on Teacher/Seller’s behalf. For best representation during Teacher/Seller event provide said support material 2 weeks in advance of event. Deep Gratitude reserves the right to use or not use any content provided in such a manner as it sees fit.
- In most cases Deep Gratitude will provide Teacher/Seller an onboarding package with instructions on how to best be presented during their event. These instructions will go deeper in what needs to be provide to DG from Teacher/Seller.
- Teacher/Seller is to sign up to Deep Gratitude’s affiliate program on site before the first promotional email/social media promotion. Teacher/Seller will use their affiliate links provide there in their promotional messaging. This will allow them to get credit from purchase from their clients using those links. After Teacher/Seller event the teacher/seller is free to cancel their affiliate account if they so like.
Intellectual Property Rights
- Teacher/Seller grants to Deep Gratitude a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) Teacher/Seller’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved to use by Teacher/Seller (collectively, “Teacher/Seller IP”); and (b) any third party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Teacher/Seller (collectively, “Third Party IP”), in each case in connection with the promotion and resale of the goods and services in all media or formats now known or hereinafter developed (“License”). Any use of the Teacher/Seller IP or Third Party IP as contemplated in this Agreement is within Deep Gratitude’s sole discretion.
- Teacher/Seller acknowledges and agrees that, as between the parties, Deep Gratitude owns all interest in and to the Website, Customer Data, Deep Gratitude trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by Deep Gratitude or at Deep Gratitude’s direction, or assigned to Deep Gratitude, and any materials, software, technology or tools used or provided by Deep Gratitude to promote, resell or distribute the goods and services and conduct its business in connection therewith (collectively “Deep Gratitude IP”). Teacher/Seller shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the Deep Gratitude IP or any portion thereof, or use such Deep Gratitude IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution.
Teacher/Seller shall keep the Deep Gratitude IP confidential, and shall not prepare any derivative work based on the Deep Gratitude IP or translate, reverse engineer, decompile or disassemble the Deep Gratitude IP. Teacher/Seller shall not take any action to challenge or object to the validity of Deep Gratitude’s rights in the Deep Gratitude IP or Deep Gratitude’s ownership or registration thereof. Except as specifically provided in this Agreement, Teacher/Seller and any third party assisting Teacher/Seller with its obligations in this Agreement, are not authorized to use Deep Gratitude IP in any medium without prior written approval from an authorized representative of Deep Gratitude. Teacher/Seller shall not include any trade name, trademark, service mark, domain name, social media identifier, of Deep Gratitude or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword. Teacher/Seller shall not use or display any Deep Gratitude IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between Teacher/Seller or a third party and Deep Gratitude. All rights to the Deep Gratitude IP not expressly granted in this Agreement are reserved by Deep Gratitude.
- Except as expressly stated in these terms and agreement, neither party makes any representations or warranties, express nor implied, including but not limited to any implied warranty of Guide ability, fitness for a particular purpose or non-infringement. Deep Gratitude does not warrant or guarantee that the services offered on or through the website will be uninterrupted or error-free, or that the offerings are error-free.