BUSINESS TERMS
(EFFECTIVE August 1, 2023)
Sales of Products and Services
These business terms (these “Terms”) apply to the purchase and sale of products and services from Teachers’ Curriculum Institute LLC, a Delaware limited liability company (“TCI”), to the purchaser of such products and services (referred to as “you”, “your” or as the context may otherwise require). The term “you” as used herein shall also include any individuals purchasing, accessing or using the Licenses (as defined below) or any other products or services provided by TCI as well as any schools, school districts, education centers or other entities on whose behalf such individuals may be accessing or using the Licenses or other products and services. These Terms are subject to change by TCI.
Prices and Payment: All prices are subject to change without notice, except as may otherwise be set forth in a written agreement duly executed by an authorized representative of TCI. All orders must be accompanied by a form of payment or subject to payment terms approved by TCI in writing. TCI generally accepts district and school purchase orders, for which payment terms are net 30 from the invoice date. Individual orders must be prepaid by check, money order, EFT, or credit card.
Sales Tax: Sales tax will be applied as appropriate to AL, CA, FL, IL, KS, KY, MD, MI, NJ, OH, OK, PA, SC, TX, VA, WA and WI orders, unless TCI has a current copy of your tax exemption certificate.
Order Discrepancies: Carefully review your shipments. Any discrepancy between what was ordered and what was delivered must be reported within 90 days of the order ship date. TCI is not responsible for any items reported missing or incorrect after 90 days.
Individual Orders: In order to comply with applicable law, TCI will not extend a district’s exemption status to an individual paying by personal credit card or check, even if the purchase is made for the benefit of the school.
Print Subscription Program: TCI offers some consumable student materials as bundled print subscriptions. If your bundle includes a print subscription, you will receive the first year’s consumables in year one. In subsequent years, TCI will reach out to you each spring to confirm your shipment of the next year’s consumables. You can only request one shipment per order per year. You may adjust the quantities across school sites and grade levels provided the consumables are the same type, subject, and language. If the total adjusted quantity exceeds the total of your original order(s), your refill request must be accompanied by a purchase order for the difference. You cannot use future year’s quantities on the current year’s shipments. Any adjustments below your total annual quantity cannot be used as a credit for a future year. A minimum purchase of 20 print subscriptions is required to participate in TCI’s print subscription program.
Returns and Exchanges
Returns and Exchanges: TCI cannot accept the following items for return or exchange: bent, torn, soiled, marked, or stamped items; opened shrink-wrapped items; items damaged due to insufficient packaging when returned; products received at events or conferences; and science materials kits.
You may return or exchange any other purchased, unused product in a saleable condition within 60 days of the invoice date of your order. To request a return authorization, please go to https://shop.teachtci.com/manage-orders. If you wish to exchange an item, TCI must receive payment for shipping and any difference in price before processing the order.
Refunds and Credits: If you paid by credit card, your account will be credited for the returned item(s) within 30 days of receiving the return. For all other forms of payment, TCI will issue a credit for returned item(s). Credits can remain on the account for up to 6 months, at which time a refund will be made by check.
Exclusive Remedy: Your exclusive remedy, and TCI’s exclusive obligation, for you not receiving the products or services you ordered shall be the replacement or repair of such products or services.
Licenses
Acceptance of License Terms: TCI’s willingness to offer online licenses (“Licenses”) that permit access to its online application service and content (“Application”) is expressly conditioned on your acceptance of these Terms. You shall be deemed to have accepted these Terms by either: (i) placing an order for the Licenses or any other TCI product or service, (ii) submitting payment for the Licenses or any other TCI product or service, (iii) accessing the Application by following the instructions emailed to you following your purchase of a License or (iv) distributing the Application access link to any teachers or other end users who will use the Licenses.
License Delivery: For each License order, you will receive a delivery confirmation email. Designated License contacts will receive an email that will contain either an invitation to create an account or an option to sign in if the License contact already has an account. The designated License contact will be the person submitting payment unless you notify TCI of the contact name and email address to whom TCI should send this email. Designated License contacts who do not have Admin access to TCI’s online Application service will need to sign and return a TCI Administrator Agreement before being granted full access to the Admin tool.
License Terms: TCI defines the school year as July 1 to June 30 (“school year”), and License durations align with this definition of the school year. The order date of a License is the TCI invoice date. To prevent Licenses from expiring in the middle of a school year, Licenses with an order date in the current calendar year will expire on June 30 of the following year. For example, a 1-year subscription with an order date of January 1, 2019 will expire on June 30, 2020. A 1-year License with an order date of December 1, 2019, will also expire on June 30, 2020. Licenses can only be assigned to one user at a time; they cannot be shared. Upon expiration of a License, access will be blocked. License assignments reset annually on June 30. TCI only stores student scores and notebook entries for the current school year. Customers are responsible for downloading any student scoring and notebook data before June 30 for their records.
Modification of Application: TCI reserves the right to modify the Application at any time during the term of any License for any reason whatsoever, including, without limitation, updating, correcting or general design modifications.
Security and Notification of Unauthorized Use: You agree to maintain reasonable security measures to protect against unauthorized users gaining access to the Application. You will promptly notify TCI if you become aware of any unauthorized use of the Licenses or Application or violation or threatened violation of TCI’s intellectual property rights therein. You agree to cooperate with TCI and render such assistance as TCI may reasonably request to identify, halt and/or prevent any violation of such rights.
Notice to School Districts, Teachers, other Purchasers, and Parents. TCI collects limited information from students accessing its websites, including name, username and password. TCI is offering student Licenses based upon the presumption that you, or any other party facilitating access to the Application by students, have obtained authorization for the storage and use by TCI of such students’ information necessary to offer the Licenses and Application, including, without limitation, parental consent to the collection of such information by TCI. Please review the Privacy Policy available on TCI’s website for additional information regarding TCI’s use and disclosure practices.
General Terms
Intellectual Property Use and Ownership. TCI and its licensor(s) remain the sole and exclusive owners of all intellectual property rights in and to each product and service provided to you, including the Application, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights, subject only to the limited license granted to you under the applicable product’s or service’s license agreement. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services, or of any intellectual property rights relating to those products or services.
Disclaimers: ALL PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, THE APPLICATION, ARE PROVIDED AS-IS WITHOUT WARRANTIES OF ANY KIND. TCI specifically disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement of third party rights. It is your responsibility to evaluate the accuracy and completeness of all information, opinions and other material contained in the Application. TCI does not warrant the Application will be error-free and uninterrupted. You acknowledge that you are solely responsible for any interruptions resulting from your computer system, software and connection to the internet.
Limited Remedies, Damages Exclusion: TCI’s aggregate liability arising from or in connection with the Licenses or any product or service provided hereunder will be limited to the amount of fees actually received by TCI during the six (6) month prior to the event given rise to such claim for the product or service that caused such loss. In no event will TCI be liable for any incidental, consequential, indirect, exemplary, special or punitive damages or lost revenue, data or profits, arising from or in connection with the Licenses or any product or service provided hereunder.
Governing Law and Jurisdiction: All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California. Any action, litigation, or proceeding of any kind whatsoever arising from or relating to these Terms, including all exhibits, schedules, attachments, and appendices attached to these Terms, and all contemplated transactions, will be instituted exclusively in the federal courts of the United States located within the State of California or the courts of the State of California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any suit, action, or proceeding.
Entire Agreement: These Terms supersede all prior understandings, assurances, orders, and offers, whether written or oral, and shall exclusively govern the relationship between you and TCI in regard to the provisions of products or services to you, including any Licenses. Any amendments or additional terms must be agreed to by TCI in writing.
Waiver. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of TCI.
No Third Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you (and specifically including any other parties that may use any of the products or service purchased or otherwise acquired by you).
Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.