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Terms of Service

Welcome to The Wheel

The following describes the terms on which thewheeledu.com (referred to herein as “The Wheel,” “we,” or “us”) offer you access to our services. Your permission to use the The Wheel Service, and the licenses granted herein, are expressly conditioned upon your acceptance of these Terms of Service, and the following additional terms and conditions and policies, which are hereby incorporated by reference (collectively, the “Agreement”):

1. Description of Service.

The Wheel is a web-based service available from the domain www.thewheeledu.com. This service provides Educators and Publishers with an online marketplace to buy and sell educational materials directly from and to each other, as well as to Student/Learners, which may consist of original digital or physical materials created by the seller (“Content”). The service provided by The Wheel is referenced herein as the “Service.” The Wheel at no time owns or sells any product for or on behalf of Educators. Educators who sell Content via the Service are referenced herein and in the Service as "Sellers.” Educators who purchase Content via the Service are referenced herein and in the Service as a “Buyer.” Students who purchase Learning Content via the Service are referenced herein and in the Service as a “Student-Buyer."

This Terms of Service/User Agreement (“Agreement”) governs your access to and use of the Service, whether in the capacity of a Seller, Publisher-Seller, Buyer, Student-Buyer or visitor, including the finding, buying, posting, selling, and sharing of Content, and participating in online forums, feedback loops, and chats, which features and activities shall also be considered part of the “Service.” Portions of The Wheel Service are publicly available to all visitors to the site. Other portions of the Service are available only to registered members who are Sellers, Buyers and/or Student-Buyers (collectively, “Members”). By registering with The Wheel or by using the Service in any manner – including, but not limited to, by visiting the www.thewheeledu.com website – you acknowledge and agree to the terms stated in this Agreement. This Terms of Service applies to both visitors and Members.

2. The Selling of Content.

The Service of selling Content is intended for Educators only. You must be 18 years or older to use this aspect of the site; users under 18 are not authorized to sell Content, unless explicitly authorised by The Wheel. Students are only allowed to purchase resources directed to them. If a Seller is deemed to be a student, or in breach these terms, their account will be cancelled.

3. Fees, Services, Pricing, and Payments.

A. Fees.

Service Fees & Transaction Fees. Sellers who wish to sell their Content through the Service must join The Wheel. Sellers will be charged service fees on sales made through the Service. Buyers who wish to purchase Content through the Service also must join The Wheel. Buyers pay a service fee purchasing materials from Sellers through the Service.

Shipping, Handling and Processing Charges. Sellers may charge for shipping, handling, and processing of the physical materials that are sold via the Service in one of two ways: (1) by including the shipping, handling, and processing method and charges in the sale price of the item; or (2) by charging a flat rate for shipping, handling, and processing of all items sold.

B. Pricing of Teaching Content.
Sellers are solely responsible for setting the prices for the sale of their Content distributed through the Service, including for both electronic and physical materials, provided that such pricing (for items that are not offered free of charge) is not below the minimum price set by The Wheel. The minimum price is subject to change; the then-current minimum price will be disclosed each time a Seller uploads a product for sale. Sellers are obligated to sell their Content at the prices listed on the Service.
C. Agreement of Seller to Pay Fees and to Upload or Ship Content.

In consideration for the services provided by The Wheel, you (Seller) agree to pay The Wheel a service fee (“Service Fee”) for all Content you sell to Buyers and/or Student-Buyers, through the Service, in accordance with the following: (i) Sellers who have joined less than 12 months or have paid the annual $89 membership fee will pay a Service Fee equal to 10% of the sale price of each item of digital and/or physical (excluding shipping) Content sold plus 50c transaction fee per item; OR Sellers will pay a Service Fee equal to 20% of the sale price of each item of digital and/or physical (excluding shipping) Content sold plus 50 cents per item for Buyers; (ii) Sellers will pay a Service Fee equal to 30% of the sale price of each item of digital and/or physical (excluding shipping) Content sold plus 50 cents per item to Student-Buyers. All prices are in $AUD. (iii) All monies will be distributed each Friday AEDST (Australian Eastern Daylight Savings Time) on a fortnightly basis. Allow 48hrs for transactions to be completed.

For each transaction, The Wheel will automatically deduct the Service Fee and Transaction Fee, from the sale price collected from Buyers through the Service, and then will distribute the remaining amounts to the Seller on a fortnightly basis (Friday AEDST or within 48hrs) in a lump sum as follows: (a) The Wheel will collect payment from Buyers at the time Content is purchased through the Service, (b) The Wheel will notify you (the Seller) by email of the sale once payment has been verified and collected from the Buyer, (c) in the case of physical Content, The Wheel will provide the Seller with the Buyer’s shipping address and any other information required for the Seller to fulfill the order, and (d) provided you are in compliance with these Terms, The Wheel will distribute the monies due to you (as a Seller) for the sale of your Content, in accordance with this Section 3C. If you are in breach of these Terms, for example due to violation of the conduct provisions in Section 6 hereto, The Wheel reserves the right, according to its sole discretion, to withhold any funds that would otherwise be due to you under these Terms, and either keep those funds permanently, or refund them to the Buyers who purchased content from you. All monies due to Sellers pursuant to this Section 3C will be paid to such Sellers fortnightly each Friday (AEDST) following the sale in which an item of your Content is sold. The Wheel reserves the right to delay payment. Payments will be made through PayPal for all Sellers. The Wheel reserves the right to add, remove or otherwise alter the payment processors used by the Service. If you (as a Seller) cannot acquire an account with an approved payment processor, we may consider an alternative form of payment on a case-by-case basis. We make no representation regarding the services provided by our payment processors, and are not responsible for delays in payment caused by them. The Wheel will charge a fee for making each Payout that is equal to but not more than the cost to The Wheel from its respective payment processors for making the payout. This fee is subject to change at the discretion of the payment processors, and will be taken directly out of your Payout. You agree that upon notification of a sale of Content, you will promptly ship the relevant physical Content sold by you through the Service, in accordance with any representations made by you on the Service and/or in connection with such Content, including, for example, with respect to the pricing and shipping of such Content, and in any event in accordance with all applicable state and federal laws, rules, regulations, and/or industry standards. Sellers are not authorised by the Service to ship to any address other than that which is provided to it by The Wheel.

D. Additional Agreements and Obligations of Sellers.

By listing an item for sale, or uploading it to the Service, you (Seller) represent and warrant to prospective Buyers that you have the right and ability to sell and to ship, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive. You further represent and warrant that the Content, and use of the same will not infringe any right – including, but not limited to the copyright or trademark right – of any third party. When selling digital Content, you agree that the entire product being sold must be contained within the download offered, and that no part of such digital Content will be delivered separately or require an additional purchase, for example via a third-party website or other channel.

For any printable item of Digital Content you upload, you agree to provide your authorisation, in the form of the statement below, to Buyers to print and make copies of free and purchased resources.

"The holder of this receipt is authorised by the owner or creator of the materials listed below, to print and/or make copies of these materials for personal use and/or classroom instruction."

Additionally, unless otherwise authorised, Sellers agree not to – and agree to cause their affiliates, agents, employees and contractors not to – use or disclose to any third party any order information, or other data or information regarding Buyers or any other users of the Service, which is obtained through the Service or disclosed to Sellers by The Wheel in connection with a transaction made via the Service, for any purpose except as necessary to complete transactions made through the Service and otherwise fulfill their obligations under this Agreement (including, without limitation, for purposes of solicitation, advertising, direct marketing, harassment, invasion of privacy, or any other objectionable conduct).

E. Agreement of Buyers to Pay for Purchases.

When you (Buyer/Student-Buyer) purchase original digital Content you will have the ability to download the materials from your My Purchases page for as long as the materials are available through the Service. In the case of digital video or audio content, you will have the ability to stream the content from your My Purchases page, again, for as long as the materials are available through the Service. We may, in our sole discretion, make original digital Content you purchase available indefinitely, but your access to such materials through your My Purchases page may be disabled if the material is removed from the Service, for example, by the original seller as a result of the original seller’s account being closed or the materials being removed in response to an intellectual property complaint or Digital Millennium Copyright Act notification. For this reason, we encourage you to download any original digital Content you may purchase, and to backup those materials accordingly. The Wheel cannot restore access to, or provide copies of, purchased materials that have been removed from our Service.

You agree not to share your purchases with your colleagues unless you have purchased additional licenses. You agree not to post your purchased or freely downloaded files on the Internet.

You agree to pay in full for all Content purchased through the Service, and agree that The Wheel may charge your credit card, PayPal or other account for any Content purchased, including any applicable shipping charges, and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued to or in connection with your Member Account.

YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL SALES PRICES AND FEES, AND FOR PROVIDING The Wheel WITH VALID CREDIT CARD INFORMATION OR PAYPAL ACCOUNT DETAILS FOR PAYMENTS OF ALL SUCH FEES AND CHARGES.

F. Limitations.
Your direct interactions (if any) with other visitors to or Members of the Service, including the purchase of, sale of, payment for, and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and that individual. Like with any web-based interaction, we suggest that you use caution and good judgment. You further understand and agree that The Wheel is not involved in any actual transactions made through the Service, and that it is not the agent or representative of any Seller, and/or Buyer and/or Student-Buyer (or any visitor) for any purpose whatsoever and that it is not responsible for any loss or damage incurred as the result of any such dealings or with respect to any other visitor’s or Member’s use or disclosure of your personally identifiable information. For details about our information collection practices, please see our Privacy Policy. IF THERE IS A DISPUTE BETWEEN YOU AND ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY MEMBER OR VISITOR OF THE SERVICE), The Wheel IS UNDER NO OBLIGATION TO BECOME INVOLVED, AND YOU HEREBY RELEASE The Wheel FROM ANY CLAIMS, DEMANDS, OR DAMAGES OF ANY KIND AND OF ANY NATURE ARISING OUT OF OR RELATING TO ANY SUCH DISPUTE. You agree that you are solely and exclusively responsible for any federal, state, or local taxes, including sales taxes, that might apply to any sales you make in connection with the Service.
G. Refund Policy

All physical and digital product sales are final, and no refunds are available.

The Wheel may in its sole discretion make certain exceptions to this policy on a case-by-case basis, for example if: (a) a digital file is defective; (b) a product description is materially deceptive or misleading; or (c) a physical item has not been shipped within two weeks of an order being placed. If such an exception is made, The Wheel may issue to the buyer a refund for such purchase in any manner it deems appropriate.

As a buyer, it is your responsibility to determine that you have the appropriate hardware/software, internet and service connectivity to make use of digital files, that the file format is appropriate for your needs, and that the content you are purchasing is legal and noninfringing. No refunds are available in these cases. Products removed from the Service due to a complaint of copyright/trademark infringement, or for any other reason, are not eligible for a refund.

If The Wheel elects to issue a refund to a buyer, the amount refunded will be deducted from the seller’s next Payout, provided however that if the seller’s next Payout is less than the refund amount(s), The Wheel may charge such refund amount(s) to the seller’s credit card, PayPal account, or other payment processor account.

H. Referral Program
After registering for a new Seller account, you can use the “My Referrals” feature (available from a link located within the My Account portal) to receive a unique-to-you Promo Link. When new members register as Sellers with the Service using this link, your The Wheel account will receive 5% of that new member’s sales for the first year of their membership, added to your Payout, provided that the individual associated with the new Seller account has not previously opened any account through the Service. Please note that new Sellers must use this Promo Link directly when they sign up to qualify. The Wheel reserves the right to withhold payment or demand refunds from individual users who attempt to open multiple accounts using such Promo Links.
I. Featured Seller

The Wheel offers the opportunity for educators to apply to become a “Featured Seller”. This enables a member to have every resource promoted in larger posts, colourful background, and a featured badge. They are also mentioned in The Wheel newsletter for that month. Members pay $50 a month in advance. Up to 20 members per month can be featured with less than 100 resources each. Positions open the 1st day of every month until filled. Members who apply after this point will receive a full refund of their application.

The Wheel will also select one random member to be featured free of charge for the month with the same benefits as a paid user.

4. License Grants.

A. License Grants by Sellers to The Wheel.
When you (Seller) submit or upload content on or through the Service, you retain ownership of any copyright you claim to your submitted content. However, by making your content available through the Service you automatically grant The Wheel a royalty-free, perpetual, irrevocable (except as expressly set forth in this Agreement), non-exclusive, worldwide, sublicensable right to exercise any copyright, trademark rights publicity rights, and/or database rights (but no other rights) you have in the content, in any media now known or later developed, solely as reasonably necessary to make the Content available through the Service. This allows The Wheel to engage third-party servers to host or store your content so that we can make it available through our Service. IF YOU CHOOSE TO CANCEL YOUR MEMBERSHIP AND LEAVE THE SERVICE, AND/OR HAVE REMOVED YOUR TEACHING CONTENT FROM THE SERVICE, THIS LICENSE WILL BE DEEMED REVOKED AT THE TIME THAT YOU CANCEL YOUR MEMBERSHIP AND/OR REMOVE ALL SUCH TEACHING CONTENT, HOWEVER The Wheel’s LICENSE TO MAKE TEACHING CONTENT YOU HAVE SOLD PRIOR TO CANCELLATION OF YOUR MEMBERSHIP AND/OR REMOVAL OF SUCH CONTENT AVAILABLE TO MEMBERS WHO HAVE PURCHASED SUCH MATERIAL PRIOR TO CANCELLATION OF YOUR MEMBERSHIP AND/OR REMOVAL OF SUCH CONTENT SHALL SURVIVE CANCELLATION OF YOUR MEMBERSHIP AND/OR REMOVAL OF SUCH CONTENT.
B. Seller Representations and Warranties; Licenses to Other Users.
When you (Seller) submit or upload content on or through the Service, you represent and warrant that (a) you have all the rights and/or licenses necessary to use, reproduce, publish, publicly display, publicly perform, distribute, and otherwise exploit such content in connection with the Service, including the right to grant to others all of the rights and licenses contemplated herein; (b) the content will not infringe or otherwise violate the copyright, trademark, or other intellectual property rights of any third party; and (c) you have the consent, release, and/or permission of each identifiable person depicted in your content to upload, transmit, publish, sublicense, and/or disseminate their name and/or likeness through the Service. You (Seller) retain ownership of any rights – including, but not limited to, copyrights and trademark rights – you claim to your submitted content. As such you control the copyright licenses granted to a Buyer and it is your responsibility to give notice to Buyers of the terms under which you offer your Content to such Buyers. The Wheel may, in its sole discretion, provide a means for Sellers to offer multiple licenses.

5. Registration Obligations.

In consideration of your use of the Service, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the Service’s registration form (the “Member Data”) and (b) maintain and promptly update the Member Data to keep it true, accurate, current, and complete at all times. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if The Wheel has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, without limiting any other remedies, The Wheel has the right to suspend or terminate your Member Account and refuse any and all current or future use of the Service (or any portion thereof). Please see our Privacy Policy for further information.

6. Member and Visitor Conduct.

As a condition of using the Service, Members and visitors agree to all of the following:

- You must be a registered Member to buy or sell Content through the Service.

- You are required to select a member identification (“Username”) and password. You are responsible for maintaining the confidentiality of your Username and password. You should not disclose your password to anyone.

- You are responsible for all activity that occurs under your Username.

- You are solely responsible for your conduct and any content, materials or information that you submit, post, and display on the Service, or that is submitted, posted, and/or displayed on the Service under your Username.

- You agree that you will not attempt to, nor encourage or assist any other person to, circumvent or modify any system, security technology, or other software that is part of the Service or used to administer the rules contained in this Agreement.

Further, while using the Service, Members and visitors agree not to:

- upload, post, email, transmit, or otherwise make available any content, material, or information to, on, or through the Service that is fraudulent, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, pornographic, profane, sexually explicit or indecent, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;

- upload, post, email, transmit, or otherwise make available to Members or visitors any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “affiliate links,” or any other form of solicitation;

- transmit any worms or viruses, spyware, malware, or any other harmful or destructive code;

- violate any applicable federal or local laws in your jurisdiction (including but not limited to intellectual property laws or tax laws);

- use the Service for any illegal or unauthorized purpose;

- impersonate any person or entity, including without limitation, The Wheel employee or user, or falsely state or otherwise misrepresent your affiliation with a person or entity;

- transmit email or any other content that includes personal or identifying information about another person without that person’s explicit consent;

- transmit email or any other content that is false, deceptive, misleading, deceitful, or constitutes “bait and switch”;

- sell or offer for sale stolen goods and/or materials that infringe a patent, trademark, trade secret, copyright or other proprietary rights of another person, or entity or that violate any rights of privacy or publicity, or that defame or libel any person or entity, or offer content that you do not have a right to make available under any law or under contractual or fiduciary relationships (including without limitation any goods purchased or obtained by you without right of resale such as promotional materials or school market-restricted materials);

- manipulate the price of any item or interfere with other Members’ listings;

- include hyperlinks, in products for sale on The Wheel, to the website of any other platform or service offering or facilitating the sale of teaching materials or other educational products.

- advertise any illegal products or services or the sale of any items the sale of which is prohibited or restricted by applicable law, including without limitation items the sale of which is prohibited or regulated by applicable law;

- provide materials or any other content for download that contain viruses or any other code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

- disrupt the normal flow of dialogue with an excessive number of messages (flooding attack) to the Service, or in any manner that otherwise negatively affects Members’ and visitors’ ability to use the Service;

- employ misleading email or IP addresses, or forged headers, or otherwise manipulated identifiers in order to disguise the origin of content transmitted through the Service;

- attempt to gain unauthorised access to The Wheel’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service;

- attempt to regain access to The Wheel following a ban or account termination, including without limitation by means of opening or attempting to open a new account under the same or different Username;

- “stalk” or otherwise harass anyone on or through the Service;

- collect any personally identifying data about Members or visitors for commercial or unlawful purposes; or

- use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service-except for internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file, or that are “well-behaved” web services/RSS/Atom clients. We reserve the right to define what we mean by “well-behaved,” and to develop, invoke, or utilise any means to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of any automated means you may use to access the Service.

7. Inappropriate User-Submitted Content.

The Wheel prohibits certain user conduct and content described above and, without obligation, will use reasonable efforts to eliminate such conduct and content from the Service. Nevertheless, you acknowledge and agree that (i) The Wheel is not and cannot be responsible for any content, information, or materials posted by users on the Service, (ii) you may be exposed to any such materials, information, or content, and (iii) you must bear all risks associated with the exposure to and/or use of any such materials, information, or content, including without limitation any reliance on the accuracy, completeness, or usefulness of such materials, information, or content. Without limitation of the foregoing, The Wheel has the right to, but may or may not, pre-screen and/or monitor content posted on the Service, and without limiting any remedies, may remove, edit, move, or close, in whole or in part, any content, information or materials, or thread or posting in any chat room and/or similar feature on the Service, at any time for any reason, in The Wheel’ sole discretion.

8. Links to Other Sites and Resources.

The Service contains links to other websites or resources. The Wheel has no control over such external sites and resources. You agree that (i) The Wheel is not responsible for the availability or accuracy of such external sites and resources, and (ii) The Wheel does not endorse nor is it responsible or liable for any content, advertising, products, services or materials on or available from such external sites and resources. Any reliance on the contents or services of such an external website or resource is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.

9. Copyright Policy

We respect the intellectual property rights of others, and we ask that our Members and users do the same. It is our policy to disable access to or remove material that we believe in good faith to be infringing on a copyrighted work. We also disable and/or terminate the accounts of users who we believe in good faith are repeatedly infringing copyrighted works. Our Copyright Policy has been developed in accordance with the Digital Millennium Copyright Act (DMCA), and other applicable laws, and is available at www.The-Wheel.com.au/Copyright-Policy. By accepting these Terms of Service, you agree to be bound by our Copyright Policy, which is by this reference expressly incorporated into this Agreement.

10. Privacy Policy

We take the privacy of our users’ and Members’ information very seriously. Our Privacy Policy is available at www.The-Wheel.com.au/Privacy-Policy. By accepting these Terms of Service, you agree to be bound by our Privacy Policy, which is by this reference expressly incorporated into this Agreement.

11. Indemnity

By accepting this Agreement, you agree to indemnify and hold The Wheel and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any and all claims, demands, liabilities, expenses, or tax assessments, including reasonable attorneys’ fees, arising out of any claim made by any third party or any action taken by any governmental or regulatory body (including, without limitation, the Federal Trade Commission or any state attorney general), due to, arising out of, or relating to (i) any product, content, information, or materials that you submit, sell, purchase, post, transmit, provide, or otherwise make available through the Service, (ii) your use of the Service, (iii) your connection to the Service, (iv) your actual or alleged breach of this Agreement (including our Copyright Policy and Privacy Policy), (v) your actual or alleged infringement of any third party intellectual property or proprietary rights, or (vi) your actual or alleged violation of any applicable laws, rules, regulations, or rights of another.

12. Termination

We reserve the right to suspend or terminate, or take any other action or remedy that we deem reasonable, appropriate, or necessary, in our sole discretion, with respect to your Member Account immediately, without prior notice or liability, for any reason. If we terminate your account, your right to use the Service will immediately cease. You may terminate your Member Account at any time and for any reason, and we will make available through the Service reasonable means for you to do so. When these terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to, ownership provisions, licenses, warranty disclaimers, indemnity, and limitations of liability.

- No Agency. The Wheel is not the agent or representative of any site users (including, without limitation, any Teacher-Sellers, Publisher-Sellers, or Teacher-Buyers), nor does it operate under their authority for any purpose. The Wheel is simply a service provider that offers users the technological means to communicate with each other, sell goods to each other, and buy goods from each other.

ABOUT

The Wheel is an educational networking and resource marketplace that connects educators and students with knowledge, resources and tools to excel. Either digital or physical, each product is created to assist educators or students researching or preparing for a specific subject matter. The Wheel was founded by Michael de Main, a NSW Secondary Teacher.

CONTACT

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THE WHEEL, 2017