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Publisher Agreement

Last Updated: April 14, 2026


1. Introduction

This Publisher Agreement (the “Agreement”) is entered into between EduLibra, Inc. (“EduLibra,” “we,” “our,” or “us”) and you (“Publisher,” “you,” or “your”) and governs your use of the EduLibra Services in your capacity as a publisher, creator, author, or seller of educational content, publications, courses, assignments, classes, subscriptions, or other materials offered through the Services (“Publisher Content”).

This Agreement supplements, and is in addition to, the EduLibra Terms of Service, Privacy Policy, Acceptable Use Policy, and Creator Content Policy, each of which is incorporated by reference. In the event of a conflict between this Agreement and the Terms of Service with respect to your activities as a Publisher, this Agreement controls.

By creating a Publisher account, enabling publishing or monetization features, listing any Publisher Content for sale or distribution, or accepting this Agreement through any clickthrough or similar mechanism, you agree to be bound by this Agreement.

If you are entering into this Agreement on behalf of an entity (including a sole proprietorship operating under a business name), you represent and warrant that you have the authority to bind that entity, and “you” refers to both you and that entity.

2. The EduLibra Marketplace Model and Your Role

2.1 Marketplace. EduLibra operates as a marketplace platform that connects Publishers with individual subscribers, families, students with appropriate permissions, schools, districts, and other institutional subscribers (collectively, “Subscribers”). Unless EduLibra expressly states otherwise in writing for a specific transaction, the economic and contractual relationship with respect to Publisher Content is between the Publisher and the Subscriber. EduLibra is not the seller, reseller, merchant of record, publisher, or author of the Publisher Content.

2.2 Publisher as merchant of record. For payment-card and similar transactions processed through the Services, the Publisher is generally the merchant of record. Funds from Subscribers flow through Stripe or another payment processor that EduLibra makes available, under a direct relationship between that processor and the Publisher. Except as expressly set forth in this Agreement or in a separate written agreement, EduLibra does not collect, hold, or disburse funds on the Publisher’s behalf and is not a party to the payment relationship between the Subscriber and the Publisher.

2.3 EduLibra’s role. EduLibra provides the marketplace, the technology, and the tooling that enable Publisher-Subscriber transactions, including account management, content hosting and delivery, entitlement and access controls, search and discovery, communication tools, and administrative interfaces through which Publishers may manage their offerings, subscriber relationships, and refund or access decisions. EduLibra may also, from time to time, feature, promote, recommend, or bundle Publisher Content within the Services at its discretion, subject to Section 6.4.

2.4 Institutional transactions. When Publisher Content is purchased, licensed, or accessed by a school, district, or other institution (an “Institutional Subscriber”), the Publisher is the counterparty to that Institutional Subscriber for purposes of content licensing, fitness for purpose, and educational suitability, even where EduLibra provisions access or provides tooling. Where an Institutional Subscriber requires a signed data processing addendum, student data privacy agreement, or similar contract relating to the Services, EduLibra may enter into such an agreement with the Institutional Subscriber on its own behalf with respect to the Services. The Publisher remains responsible for its own content-level, educational, and commercial obligations to the Institutional Subscriber.

3. Publisher Eligibility

To become a Publisher, you must:

  • be at least 18 years old and able to form a binding contract;

  • provide accurate identity, tax, and payout information, and keep it current;

  • complete any onboarding, verification, or know-your-customer (“KYC”) process required by EduLibra or the applicable payment processor, including Stripe;

  • not be located in, or a resident of, any country or region subject to comprehensive U.S. sanctions, and not be listed on any applicable U.S., U.K., E.U., or U.N. restricted-party list;

  • not have been previously terminated from the Services for cause, unless EduLibra has expressly reinstated you in writing;

  • comply with all applicable laws in connection with your Publisher Content and activities, including laws applicable to education, advertising, consumer protection, tax, and minors.

4. Your Content and the License You Grant

4.1 Ownership. The work of teaching produces real creative work. What you make here is yours to keep, to share, and to earn from. As between you and EduLibra, you retain ownership of all Publisher Content that you own at the time you make it available through the Services, subject to the licenses you grant below and subject to any third-party rights.

4.2 License to EduLibra. You grant EduLibra a worldwide, non-exclusive, royalty-free, sublicensable (to our service providers, hosting and infrastructure partners, and successors) license to host, store, cache, reproduce, index, reformat for technical display, transmit, distribute, perform, and display Publisher Content for the purposes of operating, providing, securing, maintaining, marketing, and improving the Services, implementing your settings and the entitlements of Subscribers, and complying with law. This license is limited to what is necessary for those purposes and terminates within a commercially reasonable period after Publisher Content is removed, subject to reasonable exceptions for backups, aggregated analytics, records of Subscriber entitlements and student work retained for institutional purposes, and content that has been lawfully shared with third parties before removal.

4.3 License to Subscribers. You grant each Subscriber the rights in Publisher Content that the applicable entitlement, subscription, license, or assignment provides, as implemented through the Services. Unless you expressly offer broader rights, the default license to Subscribers is a personal, non-transferable, non-sublicensable, revocable right to access and use the Publisher Content for educational purposes consistent with the context in which it was delivered (for example, classroom use, individual learning, or family use).

4.4 AI and machine learning. EduLibra will not use Publisher Content, Subscriber work product derived from Publisher Content, or student data to train generative artificial intelligence or machine learning models that are made available to third parties outside of the Services. EduLibra may use Publisher Content and Service-generated data for internal operational purposes including search, recommendation, abuse detection, analytics, and de-identified or aggregated product improvement. If EduLibra develops AI-assisted features that involve processing Publisher Content to generate outputs for you or for your Subscribers, EduLibra will describe those features and any relevant data uses in the applicable product documentation, and you may configure those features to the extent the Services permit.

4.5 Feedback. If you provide EduLibra with suggestions, ideas, or feedback regarding the Services, you grant EduLibra a worldwide, perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation of confidentiality to you.

5. Publisher Representations and Warranties

You represent and warrant, on an ongoing basis, that:

  1. you own, or have all rights, licenses, consents, and permissions necessary to make available, your Publisher Content and to grant the licenses in Section 4;

  2. your Publisher Content, and its use by EduLibra and Subscribers as contemplated by this Agreement, does not and will not infringe, misappropriate, or violate any intellectual property right, right of publicity or privacy, contractual obligation, confidentiality obligation, or other third-party right;

  3. your Publisher Content is accurate in all material respects, is not deceptive or materially misleading, and complies with applicable consumer-protection, advertising, and education laws;

  4. your Publisher Content is appropriate for the audience to which you offer it, including where that audience includes minors, and complies with the EduLibra Creator Content Policy and Acceptable Use Policy;

  5. where your Publisher Content is offered to, or assigned to, students or other minors, you have complied with all obligations regarding age-appropriateness, sensitive topics, and required disclosures;

  6. where your Publisher Content incorporates third-party materials, you have obtained all necessary licenses and, where required, have provided appropriate attribution;

  7. you will honor the terms, including any pricing, duration, access scope, and refund-related practices, that you have communicated or agreed to with your Subscribers;

  8. you will comply with all laws applicable to your sale, distribution, and licensing of Publisher Content, including tax and export laws.

6. Pricing, Offers, and Monetization

6.1 Pricing authority. You set the prices, billing intervals, free-trial parameters (where offered), and other economic terms for your Publisher Content, subject to any minimums, maximums, or eligibility requirements that EduLibra communicates through the Services. You are responsible for ensuring that your pricing and descriptions are accurate and comply with applicable law.

6.2 Offer types. EduLibra may make available various monetization formats, including one-time purchases, recurring subscriptions, seat-based institutional licenses, class- or school-level licenses, bundles, and promotional offers. Availability of specific formats may vary by account type, verification status, institutional context, and other factors.

6.3 Institutional pricing. For sales to Institutional Subscribers, you may set list pricing, volume tiers, and institutional terms through the tools EduLibra provides. Custom pricing or bespoke institutional arrangements not supported by the Services are not permitted unless EduLibra expressly enables them for you in writing. EduLibra is not obligated to invoice, collect, or enforce terms for arrangements made outside the Services.

6.4 Promotional activity by EduLibra. EduLibra may, at its discretion, feature, promote, discount (at EduLibra’s cost), bundle, or recommend Publisher Content in marketing materials and within the Services. EduLibra will not reduce your net payout below the amount you set without your consent, but may conduct platform-funded promotions that display effective prices to Subscribers below list.

7. Platform Fees, Payment Processing, Payouts, and Taxes

7.1 Platform fee. In consideration for the Services, EduLibra will retain a platform fee on transactions processed through the Services, in the amount and structure disclosed in the then-current EduLibra Publisher Fee Schedule or within your Publisher dashboard. EduLibra may update the fee structure prospectively on reasonable notice; changes will not affect transactions already completed.

7.2 Payment processing through Stripe Connect. Payments for Publisher Content are processed by Stripe, Inc. or its affiliates (“Stripe”) under a Stripe Connect relationship. You acknowledge and agree that you have a direct relationship with Stripe governed by Stripe’s applicable terms (including the Stripe Connected Account Agreement and Stripe Services Agreement), which you must accept separately. Stripe, and not EduLibra, is responsible for payment card processing, card-network compliance, fund custody, fund remittance to you, tax form issuance under its processor role, KYC, and sanctions screening in that capacity. EduLibra is not a party to your relationship with Stripe.

7.3 Platform-fee collection. Unless EduLibra notifies you otherwise, EduLibra collects its platform fee through Stripe Connect’s application-fee mechanism at the time of transaction. You authorize EduLibra and Stripe to deduct the platform fee and any disclosed payment processing fees from the gross proceeds before funds are remitted to you.

7.4 Payouts. Payouts to you are made by Stripe to the bank account or other payout destination you designate through Stripe, on Stripe’s payout schedule and subject to Stripe’s terms. EduLibra does not control the timing of Stripe payouts. Payouts may be delayed or held by Stripe for fraud review, verification, dispute resolution, compliance screening, or similar reasons under Stripe’s policies.

7.5 Alternative payment methods. EduLibra may, now or in the future, make available alternative payment or billing methods, including ACH transfers, invoicing, purchase-order workflows, or other methods suitable for institutional purchases. Where such alternative methods are used, supplemental terms may govern EduLibra’s role in the transaction, including circumstances in which EduLibra collects funds on your behalf, invoices a Subscriber on your behalf, or acts as a merchant of record for the specific transaction. In the absence of such supplemental terms, the default payment framework in Sections 7.2 through 7.4 applies.

7.6 Offsets. You authorize EduLibra, to the extent it holds or controls any amounts payable to you, to offset, deduct, or recoup any amounts you owe EduLibra, including unpaid platform fees, refunds or chargebacks that EduLibra has paid or incurred on your behalf, fees, indemnification obligations, and overpayments. If amounts EduLibra controls are insufficient, you will remit the balance to EduLibra promptly on request. Nothing in this Section limits EduLibra’s or Stripe’s rights under the applicable Stripe agreements.

7.7 Taxes. You are responsible for determining, collecting (to the extent neither Stripe nor EduLibra does so), reporting, and remitting all taxes arising from your sale of Publisher Content. Stripe may collect and remit sales, use, VAT, GST, digital services, or similar taxes on transactions it processes, and may issue Form 1099-K or other informational returns as required by law in its capacity as processor. You will provide accurate tax identification information as required by Stripe and, where separately required by EduLibra, by EduLibra. Where EduLibra issues informational returns in connection with any direct payments to you, you consent to that issuance.

7.8 Unclaimed funds. If Stripe or EduLibra is unable to remit amounts to you because your payout information is invalid, your account is abandoned, or similar reasons, those amounts may be held subject to applicable unclaimed-property and escheatment laws and the applicable processor’s policies.

8. Refunds, Chargebacks, and Subscriber Disputes

8.1 Publisher responsibility. You are the counterparty to the Subscriber with respect to Publisher Content. Subscriber refund requests related to Publisher Content, fitness for purpose, educational suitability, or similar matters are your responsibility, subject to applicable law, payment-processor rules, and EduLibra’s platform-wide policies.

8.2 Refund tooling. EduLibra will provide tooling through which you can issue refunds, credits, or access changes. When you initiate a refund through the Services, the refund is executed through Stripe against your Stripe account. The economic cost of the refund, including any non-recoverable processing costs, is borne by you.

8.3 EduLibra’s backstop rights. EduLibra reserves the contractual right to direct you to issue a refund, credit, reversal, or access change, and the right to take operational action through the Services (including restricting Subscriber access to your Publisher Content, pausing your ability to accept new transactions, or issuing a refund through available tooling on your behalf) where EduLibra reasonably believes doing so is necessary to (a) comply with law, regulation, or payment-processor rules; (b) respond to fraud, unauthorized transactions, or abuse; (c) resolve a chargeback or payment dispute; (d) address a material failure of the Services themselves, as distinct from the Publisher Content; (e) protect Subscribers, including students, from harm; or (f) respond to material, unresolved Subscriber complaints consistent with a published platform policy. EduLibra will use reasonable efforts to notify you when it takes such action. If EduLibra advances funds to satisfy a refund on your behalf, you will reimburse EduLibra, including through offset under Section 7.6.

8.4 Chargebacks. Chargebacks and payment reversals are handled between Stripe, you, and the Subscriber’s card issuer under Stripe’s terms. EduLibra is not a party to the chargeback dispute and does not bear the financial cost of reversed transactions. EduLibra may provide information and tooling to help you respond to chargebacks, and you authorize Stripe and EduLibra to share transaction records and Publisher-supplied evidence reasonably necessary to process chargebacks.

8.5 Institutional disputes. Where an Institutional Subscriber raises a content-level, educational-suitability, or fitness-for-purpose concern, EduLibra will generally route the concern to you for resolution. Where an Institutional Subscriber raises a Services-level issue (for example, platform availability, security, or data handling), EduLibra will address that concern directly and may coordinate with you as appropriate.

9. Institutional Sales, FERPA, COPPA, and Student Data

9.1 Content-level responsibility. Where Publisher Content is made available to students or assigned within school or family contexts, you are responsible for the content itself, including its age-appropriateness, educational accuracy, accessibility where required, and compliance with applicable laws and institutional policies.

9.2 Optional EduLibra designations under student data laws. Where EduLibra enters into a written data processing agreement, student data privacy agreement, or similar contract (an “Institutional Agreement”) with an Institutional Subscriber, EduLibra may be designated, for the limited purposes described in that agreement, as a school official with legitimate educational interests under the Family Educational Rights and Privacy Act (“FERPA”), as a service provider, operator, or school service provider under applicable state student-privacy laws, and/or as an agent authorized to obtain parental consent on behalf of the institution under the Children’s Online Privacy Protection Act (“COPPA”) where permitted. Absent an Institutional Agreement, EduLibra does not undertake those roles, and each institution and each Publisher remains responsible for its own legal obligations. Certain state statutory obligations may apply to EduLibra as a matter of law regardless of whether an Institutional Agreement exists.

9.3 Publisher access to student data. Except as strictly necessary to provide your Publisher Content to a Subscriber (for example, to deliver a graded response to a student submission), you will not access, request, retain, or use identifiable student data, student work, or educational records obtained through the Services for any secondary purpose, including marketing, profiling, advertising, or sale to third parties. You will not attempt to re-identify de-identified or aggregated data. You will comply with all student-data obligations applicable to you, including under FERPA, COPPA, and state laws such as California SOPIPA and AB 1584, New York Education Law Section 2-d, Illinois SOPPA, and comparable statutes in other jurisdictions, to the extent applicable to your activities.

9.4 No sale of student data. You will not sell, rent, license, or otherwise commercially disclose student data or student work, and you will not use it to build or train any model, product, or database other than as strictly necessary to deliver your Publisher Content to the Subscriber who submitted it.

9.5 Accessibility. You are responsible for the accessibility of your Publisher Content, including conformance with applicable standards (such as WCAG) where required by law, by an Institutional Subscriber, or by EduLibra’s published requirements. EduLibra may provide accessibility tools or guidance, but does not assume responsibility for the accessibility of Publisher-authored materials.

10. Subscriber Relationships

10.1 Communication tools. EduLibra may provide tools enabling you to communicate with your Subscribers, including announcements, course messaging, and assignment feedback. You will use those tools solely for purposes directly related to the Publisher Content and the Subscriber relationship, and will not use them to send unrelated marketing, solicit payments outside the Services, or circumvent platform rules.

10.2 Off-platform transactions. You will not solicit, redirect, or induce Subscribers acquired through the Services to transact with you outside the Services for substantially the same Publisher Content, in a manner designed to avoid platform fees or platform rules. Nothing in this section prevents you from maintaining your own brand, website, or mailing list, or from offering different products through other channels.

10.3 Subscriber data. To the extent you receive Subscriber personal data through the Services (including for account management, communication, or fulfillment), you will act as an independent controller (or comparable role) with respect to that data, and you will comply with applicable privacy laws. You will not use Subscriber data obtained through the Services for purposes unrelated to the Publisher-Subscriber relationship.

10.4 Departure. If you leave the Services or your Publisher account is terminated, EduLibra will not transfer Subscriber personal data to you beyond what is required by law or what the Subscriber has consented to. EduLibra will use reasonable efforts to notify affected Subscribers of material changes in availability of Publisher Content and, where feasible, will honor the remaining term of paid entitlements or coordinate with you on refunds consistent with Section 8.

11. Acceptable Use

Your activities as a Publisher are subject to the acceptable-use and conduct rules in Section 13 of the Terms of Service and to the EduLibra Creator Content Policy, each of which is incorporated by reference. Without limiting those policies, you will not use the Services to publish, sell, or distribute Publisher Content that:

  • is unlawful, fraudulent, deceptive, or misleading;

  • infringes intellectual property or violates privacy, publicity, or confidentiality rights;

  • is sexually explicit, sexually exploitative of minors in any form, or otherwise inappropriate for educational audiences in the contexts in which you offer it;

  • promotes violence, self-harm, hate, or illegal activity;

  • is materially inaccurate in ways that could foreseeably mislead students about core factual, scientific, or historical matters;

  • includes malware, phishing, or attempts to compromise security;

  • circumvents age or consent requirements applicable to minors;

  • is generated substantially by AI without disclosure in contexts where disclosure is required by EduLibra, law, or the reasonable expectations of the Subscriber.

12. Enforcement, Suspension, and Termination

12.1 EduLibra actions. EduLibra may, at its discretion, investigate potential violations, request additional information, remove or restrict Publisher Content, suspend or limit your access to monetization features, exercise the backstop rights in Section 8.3, and suspend or terminate your Publisher account. EduLibra may act without prior notice where it reasonably believes doing so is necessary to protect Subscribers (especially minors), comply with law, or prevent material harm.

12.2 Termination by Publisher. You may terminate this Agreement at any time by ceasing to offer new Publisher Content, withdrawing existing Publisher Content subject to your obligations to existing Subscribers, and closing your Publisher account. Termination does not relieve you of obligations to Subscribers with active entitlements, to EduLibra for amounts owed, or under any Section that by its nature survives termination.

12.3 Termination by EduLibra. EduLibra may terminate this Agreement or your Publisher account for material breach, repeated or serious violations of platform policies, risk to EduLibra or Subscribers, extended inactivity, legal or regulatory reasons, or where EduLibra ceases to offer the relevant Services.

12.4 Effect of termination. On termination, (a) the licenses you grant in Section 4 continue to the extent necessary for EduLibra to wind down the Services, honor existing Subscriber entitlements, maintain records, and comply with law; (b) amounts owed remain payable; (c) EduLibra may exercise offset rights under Section 7.6; and (d) provisions that by their nature should survive termination (including Sections 2.2, 4, 5, 7.6–7.8, 8, 9, 10.3, 13, 14, 15, 16, 17, and 18) will survive.

13. Confidentiality

Non-public information that EduLibra shares with you and marks as confidential or that you would reasonably understand to be confidential (including non-public pricing, analytics methodologies, unreleased features, and Institutional Subscriber information) is “EduLibra Confidential Information.” You will use EduLibra Confidential Information only to exercise your rights and perform your obligations under this Agreement, will protect it with at least reasonable care, and will not disclose it to third parties except to your personnel and advisors with a need to know who are bound by comparable obligations. This section does not restrict disclosures required by law, provided you give EduLibra prompt notice where legally permitted.

14. Disclaimers

THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EDULIBRA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EDULIBRA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT ANY PARTICULAR LEVEL OF SALES, REACH, OR REVENUE WILL BE ACHIEVED; OR THAT ANY PARTICULAR INSTITUTIONAL CUSTOMER WILL PURCHASE OR RETAIN ACCESS TO YOUR PUBLISHER CONTENT. STRIPE AND OTHER THIRD-PARTY PROVIDERS ARE RESPONSIBLE FOR THEIR OWN SERVICES UNDER THEIR OWN TERMS, AND EDULIBRA MAKES NO REPRESENTATIONS REGARDING THEM.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EDULIBRA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUES, LOST OPPORTUNITIES, LOST DATA, OR LOST GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EDULIBRA’S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL PLATFORM FEES EDULIBRA ACTUALLY RETAINED FROM YOUR TRANSACTIONS IN THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you.

16. Indemnification

You will defend, indemnify, and hold harmless EduLibra and its officers, directors, employees, affiliates, contractors, licensors, and service providers from and against any third-party claims, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  • your Publisher Content, including any allegation of infringement, misappropriation, defamation, inaccuracy, unfitness for purpose, or harm to Subscribers;

  • your breach of this Agreement, including any of your representations and warranties;

  • your violation of any law or third-party right;

  • your tax obligations;

  • your dealings with Subscribers outside the scope of this Agreement, including off-platform transactions and disputes;

  • your access to, or handling of, student data or Subscriber personal data.

EduLibra will promptly notify you of any claim subject to indemnification; you will control the defense and settlement of the claim, provided that you will not settle any claim that requires an admission of liability by EduLibra or imposes non-monetary obligations on EduLibra without EduLibra’s prior written consent. EduLibra may participate in the defense with its own counsel at its own expense.

17. Governing Law and Dispute Resolution

17.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

17.2 Informal resolution. Before initiating arbitration, you and EduLibra will attempt in good faith to resolve any dispute informally for at least 30 days after written notice of the dispute is sent to the other party. Notice to EduLibra must be sent to legal@edulibra.com.

17.3 Binding arbitration. Except as provided below, any dispute arising out of or relating to this Agreement or the Services will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction.

17.4 Class action waiver. To the fullest extent permitted by law, disputes will be resolved only on an individual basis; neither party may bring a claim as a plaintiff or class member in any class, collective, or representative proceeding; and the arbitrator may not consolidate claims of multiple parties or preside over any class or representative proceeding.

17.5 Mass arbitration procedures. If 25 or more similar demands for arbitration are filed by or with the coordination of the same law firm or coordinated group against EduLibra within a 60-day period, the parties agree that the demands will be administered in batches of up to 100 at a time. Only the filing and administrative fees for the batch being actively administered will be due, and subsequent batches will proceed only after the prior batch is concluded. If AAA declines to administer the proceedings on these terms, the parties may substitute another reputable arbitration provider, such as NAM or FedArb.

17.6 Arbitration opt-out. You may opt out of the arbitration and class-waiver provisions by sending a written notice to legal@edulibra.com within 30 days after you first accept this Agreement, stating your name, email associated with your Publisher account, and a clear statement that you wish to opt out. Opting out does not affect any other provision of this Agreement.

17.7 Exceptions. Either party may (a) seek injunctive or equitable relief in court for intellectual property infringement or misuse, or for breach of Section 13; or (b) bring an individual claim in small-claims court where jurisdictionally permitted.

17.8 Venue for non-arbitrable matters. Any dispute not subject to arbitration will be resolved exclusively in the state or federal courts located in San Francisco County, California, and each party consents to personal jurisdiction and venue there.

18. General Terms

18.1 Entire agreement. This Agreement, together with the Terms of Service, Privacy Policy, Creator Content Policy, Fee Schedule, Stripe agreements (to which you are a party directly with Stripe), and any applicable order forms or supplemental terms, constitutes the entire agreement between you and EduLibra regarding your activities as a Publisher.

18.2 Changes. EduLibra may update this Agreement from time to time by posting an updated version and updating the “Last Updated” date, or by other reasonable notice. Material changes affecting your economic terms or core obligations will be communicated with reasonable advance notice where practicable. Your continued use of the Services as a Publisher after updated terms become effective constitutes acceptance of the updated terms, to the extent permitted by law.

18.3 Assignment. You may not assign or transfer this Agreement without EduLibra’s prior written consent. EduLibra may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

18.4 Relationship. You and EduLibra are independent contractors. This Agreement does not create any partnership, joint venture, agency, franchise, or employment relationship.

18.5 Force majeure. Neither party will be liable for delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, network or infrastructure failures, third-party service outages, or pandemics.

18.6 Severability. If any provision of this Agreement is held unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force.

18.7 Waiver. Failure to enforce any provision is not a waiver of that or any other provision.

18.8 Notices. Notices to EduLibra must be sent to legal@edulibra.com and to the address below. Notices to you may be sent to the email address associated with your Publisher account or posted in the Publisher dashboard.

18.9 Electronic communications. You consent to receive communications, agreements, disclosures, notices, and records related to your Publisher account electronically, as described in Section 5 of the Terms of Service. This consent includes electronic delivery of payout-related notices, tax forms and informational returns to the extent permitted by law, fee-schedule updates, and notices of changes to this Agreement.

19. Contact

EduLibra, Inc.

455 Market St Ste 1940 PMB 703322
San Francisco, CA 94105-2448

legal@edulibra.com

support@edulibra.com