Terms of Service

1. Marketplace Overview

A. Marketplace Exchange

RelayEd provides marketplace functionality that allows users to interact with each other, sell, and buy Resources. We do not own or sell the Resources listed on or made available through the Services, so the actual contract for sale is directly between the user seeking to sell Resources ("Sellers") and users seeking to buy Resources ("Buyers"). RelayEd makes no representations about the suitability, reliability, timeliness, or accuracy of any interactions between users. Except where expressly stated otherwise, Sellers — not RelayEd — are the merchant, licensor, and provider of the applicable Resource.

RelayEd's marketplace is powered and hosted by District (operated by In Search Of, Inc.), which provides infrastructure, payment processing, and marketplace platform services. By using the RelayEd Marketplace, you agree that certain transactions and platform functions are also subject to District's Terms of Service and policies, available at district.net/terms-of-service. In the event of a conflict between these Terms and District's Terms of Service, these Terms govern with respect to RelayEd's own policies and obligations; District's Terms govern with respect to District's platform infrastructure, payment processing, and related services.

NEITHER RELAYED NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. RELAYED AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES.

RelayEd does not accredit, certify, endorse, or independently verify educational content unless expressly stated. Any continuing education eligibility, accreditation statements, institutional affiliation, certifications, or professional credentials referenced in a Resource Listing are solely the responsibility of the Seller.

B. Release

RelayEd expressly disclaims any liability that may arise between users. The Services are only a venue for connecting Buyers and Sellers. Because RelayEd is not a party to the actual contracts between users, in the event that you have a dispute with one or more users, you release RelayEd, its parents, subsidiaries, affiliates, officers, employees, investors, agents, partners, and licensors (each, a "RelayEd Party" and collectively, the "RelayEd Parties") from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

You expressly waive and release any claims that you may not presently know or suspect to exist in your favor at the time of agreeing to this release, including claims that, if known, may have materially affected your decision to enter into this release. You acknowledge that this waiver and release is intended to be interpreted broadly to the fullest extent permitted under applicable Ohio law and any other applicable jurisdiction.

The foregoing release does not apply to any claims, demands, or losses arising from any unconscionable commercial practice by any RelayEd Party or from such party's fraud, fraudulent misrepresentation, deception, false promise, or intentional omission of a material fact in connection with the Services.

C. No Medical or Clinical Advice

Nothing available through the Services constitutes medical advice, pharmacy advice, nursing advice, legal advice, tax advice, compliance advice, employment advice, or other professional advice. Resources made available through the Services are provided solely for educational and informational purposes.

RelayEd does not establish or create any physician-patient relationship, pharmacist-patient relationship, attorney-client relationship, fiduciary relationship, supervisory relationship, or other professional relationship between RelayEd and any User.

Resources made available through the Services are not intended to establish a standard of care, replace independent professional judgment, or serve as a substitute for consultation with qualified professionals. Users remain solely responsible for all professional, educational, clinical, legal, regulatory, business, and employment decisions.

D. No Clinical Reliance

RelayEd is an educational marketplace only and does not provide healthcare services, clinical supervision, professional credentialing, continuing education accreditation, treatment recommendations, or healthcare decision support.

Users are solely responsible for independently evaluating, verifying, and validating all information made available through the Services, including without limitation any dosing information, calculations, treatment recommendations, protocols, references, educational materials, regulatory information, or clinical content before relying upon or applying such information in any educational, institutional, professional, or patient-care setting.

RelayEd does not independently review, verify, validate, endorse, monitor, or guarantee the clinical accuracy, completeness, currentness, legality, regulatory compliance, safety, or appropriateness of any Resource. Reliance on any Resource is solely at the User's own risk. RelayEd does not represent or warrant that any Resource complies with FDA requirements, USP standards, DEA requirements, HIPAA requirements, accreditation standards, payer requirements, OSHA standards, CMS guidance, Joint Commission standards, board examination requirements, institutional policies, or other regulatory, professional, educational, or legal requirements.

Resources may become outdated over time due to changes in clinical guidelines, laws, regulations, examination standards, technology, or professional practice standards. Users are solely responsible for independently verifying that any Resource remains current and appropriate for its intended use.

E. No Certification, Accreditation, or Examination Guarantee

RelayEd does not guarantee that use of any Resource will result in successful completion of any examination, certification, licensure process, continuing education requirement, accreditation standard, institutional requirement, employment requirement, or professional competency standard. Any statements regarding examination preparation, certification readiness, continuing education eligibility, accreditation alignment, or professional outcomes are solely the responsibility of the applicable Seller.

RelayEd does not independently verify the accuracy of claims regarding board examination preparation, continuing education eligibility, institutional acceptance, or accreditation status unless expressly stated by RelayEd in writing.

2. Use of the Services

2.1 Access and Use

Subject to this Agreement, RelayEd grants you a limited right to access and use the Services in order to procure or sell Resources through the Services or use other Services made available by us. Unless otherwise specified by RelayEd in a separate license, your right to use any and all Services is subject to this Agreement.

2.2 Certain Restrictions

The rights granted to you in this Agreement are subject to the following restrictions. You shall not:

• License, sell, rent, lease, transfer, assign, reproduce, distribute, or otherwise commercially exploit the Services or any portion thereof;
• Frame or utilize framing techniques to enclose any trademark, logo, or proprietary element of the Services;
• Use any metatags or other "hidden text" using RelayEd's name or trademarks;
• Modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services;
• Use any manual or automated software, devices, or other processes to "scrape" or download data from any web pages contained in the Services;
• Copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Services in any form or by any means except as expressly stated herein; or
• Remove or destroy any copyright notices or other proprietary markings contained on or in the Services.

Any unauthorized use of the Services is a breach of this Agreement and, in the event of any breach, we reserve the right to immediately terminate this Agreement and all licenses granted by RelayEd to you hereunder, with or without notice.

2.3 No Solicitation / Off-Platform Transactions

The Services may not be used to solicit for any other business, website, or services. You may not solicit, advertise for, or contact users in any form for employment, contracting, or any purpose not related to the Services. You may not use the Services to collect usernames and/or email addresses of users by electronic or other means without the express prior written consent of RelayEd.

It is a material breach of this Agreement to arrange for the sale of Resources from, or the payment of fees to, Sellers outside the context of the Services for the purposes of circumventing the obligation to pay RelayEd's fee for Resources purchased through the Services. This prohibition is consistent with District's Terms of Service, which independently prohibit circumventing marketplace fees on District-powered platforms. RelayEd reserves the right to immediately terminate Accounts found to be engaging in off-platform transactions.

2.4 Communications

By entering into this Agreement or using the Services, you agree to receive communications from us, including via e-mail or messages on RelayEd. Communications may include: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning RelayEd and industry developments.

2.5 AI Services

Certain aspects of the Services may provide you with access to artificial intelligence or machine learning algorithms, programs, tools, or other models, including large language models ("AI Tools"). The AI Tools may assist you with the generation of content, designs, and output ("AI Content") based on information and content submitted by you, or in response to queries or other inputs entered by you ("Inputs"). Inputs are considered Your Content. You acknowledge that the AI Content is based on your Inputs, and that RelayEd has no control over such Inputs or AI Content. Accordingly, all AI Content is provided "as is" and with "all faults," and RelayEd makes no representations or warranties of any kind with respect to any AI Content, including, without limitation, any warranties of accuracy, completeness, truthfulness, timeliness, suitability, legality, non-infringement, or regulatory compliance.

You are solely responsible for your use of AI Content created through the Services, and you assume all risks associated with such use, including any potential copyright infringement claims from third parties or any disclosure of your AI Content that personally identifies you or any third party. You shall not use any Inputs or AI Content that: (a) infringes or misappropriates any third party's intellectual property rights; (b) is deceptive, discriminatory, biased, unethical, defamatory, obscene, pornographic, or illegal; (c) contains any viruses, worms, or other malicious code; or (d) violates applicable third-party terms and conditions. You remain solely responsible for the content, legality, accuracy, and completeness of any AI Content and any use thereof. RelayEd will have no liability for the unavailability of any AI Models or any third party's decision to discontinue or terminate any third-party models.

Users remain solely responsible for reviewing, editing, validating, and independently verifying any AI-generated content prior to publishing, selling, sharing, or relying upon such content. AI-generated content may contain inaccuracies, fabricated citations, outdated information, or content that infringes third-party rights. Users may not use AI-generated content to falsely imply institutional affiliation, authorship, endorsement, licensure, board certification, academic appointment, professional credentialing, clinical authority, or other professional qualifications.

2.6 Beta/Early Access Protection

RelayEd may from time to time offer certain Services, features, integrations, AI tools, marketplace functionality, or other products in beta, preview, experimental, pilot, or early-access form ("Beta Features"). Beta Features may contain bugs, errors, inaccuracies, interruptions, security vulnerabilities, or incomplete functionality and may be modified, suspended, or discontinued at any time without notice. RelayEd makes no representations or warranties regarding Beta Features and disclaims all liability arising from their use.

3. Registration

A. Eligibility

To use many aspects of our Services, you will be asked to become a Member. Only individuals who are 18 years of age or older are eligible to become Members. By registering for an Account or using our Services, you represent and warrant that you are at least 18 years old and reside in the United States or Canada. We may ask for proof of your age or identity at any time, and we may close or suspend access to your Account if we are unable to verify your age or identity.

B. Registration Data

In registering an Account, you agree to: (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form ("Registration Data"); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You are responsible for all activities that occur under your Account, whether or not expressly authorized by you. You may not share your Account or password with anyone, and you agree to notify us immediately of any unauthorized use of your Account at liz@relayedllc.com.

If you provide any information that is untrue, inaccurate, not current, or incomplete, RelayEd has the right to suspend or terminate your Account and refuse any and all current or future use of the Services. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself except as expressly authorized by such individual and by us. You agree not to create an Account or use the Services if you have been previously banned from the Services.

C. Additional Verification

RelayEd reserves the right, but has no obligation, to request additional information from Buyers or Sellers to verify your identity in order to comply with laws and regulations governing payments, safeguard the integrity of the Services, and reduce the risk of fraud, money laundering, terrorist financing, and the violation of trade sanctions. Information that RelayEd may request may include full legal or business name, mailing address, phone number, date of birth, taxpayer identification number (e.g., Social Security Number), bank account information, and a form of government-issued identification.

D. Prior Use

You acknowledge and agree that this Agreement commenced on the earlier to occur of (a) the date you first used the Services, or (b) the date you accepted the Agreement, and that this Agreement will remain in full force and effect while you use such Services, unless earlier terminated in accordance with this Agreement.

4. Membership Types & Seller Tiers

A. Buyers

You can join RelayEd as a Buyer to use our Services for purchasing and downloading Resources ("Buyer," "Buyer Membership"). Joining as a Buyer is free. A Buyer Account is owned by the individual whose name and email address are listed on the Account profile. As a Buyer, you will be able to make purchases, download free and purchased Resources, post Feedback, questions, comments, requests, or other public messages ("Communications"), submit requests for custom products, connect with other Members, and enjoy other features and services we may offer.

B. Sellers — Tier Overview

You can enjoy additional capabilities that allow you to offer and sell Resources through our Services as a Seller. RelayEd offers three Seller Membership tiers: Free, Pro, and Premium. The features and Marketplace Payout Rates for each tier are summarized below:

Payment processing note: Earnings shown are approximate. Transactions processed through Stripe are subject to fees of approximately 2.9% + $0.30 per transaction; PayPal transactions are subject to approximately 3.49% + $0.49 per transaction. Actual take-home earnings may vary due to fixed per-transaction processing fees.

C. Seller Tier Details

FREE ($0/month): Includes the ability to list courses and resources and access to community features. Marketplace Payout Rate is approximately 80%.

PRO ($15/month or $150/year): Includes all Free tier features, plus exclusive chat channels, reduced selling fees, a Subscriber badge, and product promotion and marketing support. Marketplace Payout Rate is approximately 85%.

PREMIUM ($39/month or $349/year): Includes all Pro tier features, plus featured placement on the homepage and in curated collections, and priority support. Marketplace Payout Rate is approximately 88%.

D. Seller Obligations

When you list any item or service for sale through the Services (each, a "Listing"), you agree to: (i) disclose any restrictions or requirements, whether imposed by applicable law or otherwise; (ii) provide details about the method of sale sufficient to enable a user to understand how to purchase the applicable Resource; (iii) clearly identify the price and the payment method(s) accepted; (iv) for any Resource where the Buyer's use is governed by a license, specify the applicable license type; (v) if the Resource contains content related to a regulated healthcare profession, include a clear and conspicuous disclosure that the Resource does not constitute professional advice; and (vi) provide any other information requested by RelayEd about the Listing or that is required to accurately describe the Listing.

You represent and warrant that you possess the necessary rights, authority, experience, and permissions to provide such Resources and conform to the information provided in such Listing. You represent and warrant that as a Seller, you will not make any Listing for any Resource: (a) you do not own; (b) you do not have the applicable right or license to sell; (c) that contains false, misleading, or materially misleading or knowingly false information; or (d) you are otherwise prohibited by applicable law from selling or offering for sale.

Seller further represents and warrants that:

• all Resources and related content are owned by Seller or properly licensed for use and distribution;
• Seller possesses all rights necessary to grant the licenses described in these Terms;
• Resources do not knowingly infringe any copyright, trademark, trade secret, right of publicity, or other proprietary right of any third party;
• Resources do not violate institutional policies, employment agreements, publishing agreements, or confidentiality obligations;
• RelayEd does not independently verify whether Sellers have obtained employer, institutional, residency-program, hospital-system, university, publisher, or third-party approvals required for the creation, licensing, distribution, or sale of any Resource; and
• any third-party materials incorporated into a Resource are used with appropriate authorization or permission.

When you sell a Resource through the Services, you are entering into a legally binding contract with the Buyer to provide such Resource in accordance with the details set forth in your Listing. You are solely responsible for fulfilling all orders and otherwise providing customer support. Your use of the Services and all Resources you make available must comply with all applicable laws, rules, and regulations. You acknowledge and agree that RelayEd is not the Buyer in any transaction and that RelayEd has no obligation to pay you or otherwise complete a transaction on behalf of any Buyer.

E. Membership Fees & Renewals

For any Seller Membership for which a Membership Fee applies, your membership will automatically renew each term at the then-current non-promotional rate unless you cancel the renewal before the end of your then-current term. To cancel your renewal, you may do so from your Account settings or by contacting us at liz@relayedllc.com.

We may, in our discretion, make changes to the Memberships we offer, the privileges and features available to each Membership, and the Fees and Marketplace Payout Rates associated with each Membership at any time. In advance of any Fee increase or change in Marketplace Payout Rates, we will notify all affected Users at the email address associated with the account. Changes in Marketplace Payout Rates will be applied to all affected Sellers as of the stated effective date. Any increase in Membership Fees will be applied only to renewals taking place after the change goes into effect.

F. Marketplace Visibility and Promotional Placement

RelayEd may determine, modify, or limit the visibility, placement, promotion, ranking, categorization, featuring, or discoverability of any Resource, Resource Listing, store, Seller, or content displayed through the Services at its sole discretion. RelayEd does not guarantee any minimum level of sales, traffic, exposure, search ranking, promotional placement, engagement, or marketplace performance.

RelayEd may use automated systems, editorial judgment, marketplace analytics, user engagement data, subscription tier information, commercial considerations, moderation considerations, and other factors to organize and display marketplace content. RelayEd makes no guarantee regarding sales volume, revenue, profitability, audience growth, customer engagement, marketplace success, or commercial performance.

G. Independent Relationship

You acknowledge and agree that your relationship with RelayEd is limited to that of an independent contractor, and not an employee, joint venturer, sales representative, agent, franchisee, or partner of RelayEd for any reason. You are solely responsible for any Resources you list, offer for sale, or sell through the Services, and RelayEd does not and will not be deemed to control your use of the Services or your performance under this Agreement.

Nothing in these Terms shall be construed to create any agency, partnership, fiduciary, employment, franchise, joint venture, or representative relationship between RelayEd and any Seller or User. Sellers are solely responsible for their own business operations, taxes, regulatory compliance, licensure obligations, professional conduct, and compliance with institutional or employer policies.

5. Resource Licensing Policy

A. In General

RelayEd Sellers own and maintain the intellectual property rights in their Resources and grant Members licenses to use such Resources for limited use as described in this section. When you purchase a Resource, you are purchasing a license to use the Resource in accordance with the terms of this Resource Licensing Policy. All downloadable and digitally consumed Resources can only be used in accordance with a license, which can be either an "Individual License" or an "Institutional License."

B. Individual License

An Individual License is a license that may only be assigned to a single specific individual user ("Assignee") for that Assignee's lifetime use. Individual Licenses are non-transferable and may not be used by or reallocated to a different Assignee.

As an Assignee of an Individual License, the Seller permits you to:

• Use the Resource for personal, educational, and professional use only ("Personal Use"). Individual Licenses do not permit institution-wide, department-wide, residency-wide, employer-wide, hospital-system-wide, or organization-wide distribution, posting, or sharing of Resources, including without limitation through shared drives, learning management systems, or publicly accessible repositories.
• Deliver Resources electronically as needed using features available through the Services or by other secure means that enable access by only your students or participants ("Permitted Recipients"). You may not upload Resources to websites, applications, shared drives, or other services in a way that enables access by anyone other than Permitted Recipients.

Unless otherwise expressly permitted by the Seller, you may not: (i) use the Resource, in part or in whole, for commercial purposes; (ii) post or otherwise make the Resource available on any website, application, shared drive, or other service, except to deliver electronically to Permitted Recipients; or (iii) share, send, sell, sublicense, or transfer the Resource to someone else for their own Personal Use unless you purchase an additional license for each additional individual.

C. Institutional License

An Institutional License permits use of a Resource by multiple authorized users within a single educational institution, healthcare organization, residency program, department, or other approved entity ("Institution"). Institutional Licenses are limited to the scope, number of users, and permitted uses identified in the applicable Resource Listing or separate written agreement.

Unless otherwise expressly authorized in writing by the Seller or RelayEd, Institutional Licenses do not permit: (i) public posting of Resources; (ii) redistribution outside the licensed Institution; (iii) sublicensing or resale of Resources; (iv) sharing Resources with unaffiliated individuals or organizations; or (v) uploading Resources to publicly accessible websites or repositories.

D. Limitation on Access

Downloadable Resources: RelayEd cannot guarantee continuous access to any Resource through our Services. It is your responsibility to maintain and store a copy of downloadable Resources on your device to ensure future access.

Digital and Video Resources: If you purchase access to a Resource in the format of streaming video or other non-downloadable formats, your license will expire if you or RelayEd closes your account or if RelayEd stops hosting the Resource for any reason.

Content Storage: Unless expressly agreed to by RelayEd in writing, RelayEd has no obligation to store any of Your Content that you make available on or through the Services. RelayEd has no responsibility or liability for the deletion or accuracy of any Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services.

Security of the Resources: Prior to downloading any Resource, you are responsible for making sure it is properly scanned to ensure it does not contain or transmit viruses, malware, or other harmful software programs.

6. Intellectual Property and Content

A. The Services and Site Content

Except for Content uploaded or posted by Members, all other aspects of the Site and Apps are owned or controlled by us. This includes, but is not limited to, all text, graphics, photographs, logos, imagery, videos, user interfaces, trademarks, computer code, and other content (collectively, "Site Assets"). Site Assets are protected by copyright, trademarks, trade dress, trade secret, and other intellectual property rights. You may not use, reproduce, copy, modify, republish, or distribute Site Assets in any way for any commercial purpose without our explicit permission.

B. Your Content

Rights you grant to RelayEd: You retain any intellectual property rights that you hold in Your Content. RelayEd does not take or claim any ownership over Your Content. When you post or upload Content to our Services, you grant to us limited rights to store, use, display, and provide access to the Content as necessary to provide our Services, including to display your Resource in your store and in search results, to make your Resources available for download, and to display and promote your Resources through our Services, through email, ads on other sites, and other marketing campaigns.

Rights you grant to others: When a Member purchases a license to use your Resource or downloads free Resources from you, you allow them to use your Resource as described in Section 5 of these Terms, in accordance with the license type purchased by such Member and any other terms you expressly set forth in connection with such Resources, as long as any additional terms do not conflict with these Terms.

Feedback: You agree that submission of any ideas, suggestions, documents, and/or proposals to RelayEd through its suggestion, feedback, wiki, forum, or similar pages ("Feedback") is at your own risk and that RelayEd has no obligations with respect to such Feedback.

Effect of account closure or Resource deactivation: If you or RelayEd closes, suspends, or otherwise limits your Account or access to the Services, we will no longer display your store page or your Resource Listings, and your Resources will no longer be available for purchase, download, or access by Members who have not previously purchased them. RelayEd will continue to make previously purchased Resources available for download by Members who have previously purchased or used the Resource.

C. Reporting Intellectual Property Violations

We respect the intellectual property rights of others and expect the same from all of our Members. No Member may post any material, information, communication, data, or anything else that infringes on the copyrights, trademarks, or patent rights of someone else.

We comply with the Digital Millennium Copyright Act (DMCA). To submit a notice of copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the copyright owner; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number, and e-mail address; (e) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Contact information for our Copyright Agent: liz@relayedllc.com | RelayEd LLC

District DMCA: District also maintains its own DMCA notice requirements at help.district.net. For content hosted on the District platform, you may additionally submit DMCA notices directly to District per its published requirements.

7. User Conduct

A. HIPAA/PHI Protection

Users may not upload, post, transmit, distribute, or otherwise make available any protected health information ("PHI"), personally identifiable patient information, confidential medical records, FERPA-protected educational records, or other sensitive information unless such information has been fully de-identified in accordance with applicable laws and regulations.

B. Restrictions

As a condition of use, you agree not to use the Services for any purpose prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party to) take any action or make available any Content on or through the Services that:

• Infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any person or entity;
• Is unlawful, threatening, abusive, harassing, misleading, false, defamatory, libelous, pornographic, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, profane, discriminatory, or otherwise objectionable;
• Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail;
• Impersonates any person or entity, including any employee or representative of RelayEd;
• Interferes with or attempts to interfere with the proper functioning of the Services;
• Manipulates the price of any listed Resource or interferes with a user profile or Listing;
• Bypasses any robot exclusion hardware, interferes with the working of the Services, or imposes an unreasonable or disproportionately large load on our infrastructure;
• Takes any action that may undermine any feedback or ratings system;
• Manipulates marketplace visibility, search placement, reviews, ratings, engagement metrics, download counts, storefront visibility, or promotional placement through deceptive, coordinated, automated, artificial, fraudulent, or misleading means, including the use of bots, fake accounts, purchased engagement, or undisclosed incentivized activity; or
• Breaches or circumvents any laws, third-party rights, or our systems, policies, or determinations of your Account status.

You shall not redistribute, resell, sublicense, publicly display, or make available to any third party any Resource obtained through the Services, except as expressly permitted by the license terms specified in the applicable Listing.

C. Investigations

RelayEd may, but is not obligated to, monitor or review your use of the Services and Your Content at any time. RelayEd has no obligation to monitor, screen, pre-approve, verify, validate, or independently evaluate any Resource, Listing, Communication, Seller, User activity, or other content made available through the Services. RelayEd shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law.

RelayEd may remove, disable, demonetize, restrict, suspend, limit visibility of, or otherwise take action regarding any Resource, Listing, Account, Communication, or activity that may create patient safety concerns, contain potentially dangerous clinical information, appear outdated, contain inaccurate dosing information, create regulatory concerns, contain potentially infringing content, create institutional compliance concerns, create payment-processing concerns, create reputational risk, or otherwise create legal, operational, marketplace, business, or safety risk in RelayEd's sole discretion.

If RelayEd becomes aware of any possible violations, RelayEd reserves the right to: (i) immediately terminate your rights to access and use the Services; (ii) change, alter, or remove Your Content, in whole or in part, without prior notice; (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights; and/or (iv) if RelayEd believes that criminal activity has occurred, refer the matter to and cooperate with applicable legal authorities.

8. Payment, Marketplace Earnings, & Payouts

A. Purchasing Terms & Refunds

Refund Policy: When you list a Resource or make a purchase on RelayEd, you agree to our Refund Policy. Due to the nature of digital educational content, most sales are generally final and nonrefundable once access to the Resource has been provided. We may, in our sole discretion, modify our Refund Policy or, on a case-by-case basis, issue a refund for a reason that falls outside of our Refund Policy. Sellers may authorize a full or partial refund for any reason by contacting us.

Refund requests may be considered in limited circumstances, including: duplicate purchases; materially corrupted or inaccessible files; failure of digital delivery; material misrepresentation of the Resource Listing; or other circumstances determined by RelayEd in its sole discretion. Refunds generally will not be provided based on subjective dissatisfaction with educational style, presentation format, teaching approach, or perceived usefulness of a Resource.

District Buyer Protection: Transactions processed on the District platform are also subject to District's Buyer Protection policies. Buyers are encouraged to direct purchase disputes through the District Buyer Protection process at help.district.net. Where both RelayEd's Refund Policy and District Buyer Protection apply, RelayEd will coordinate with District to resolve disputes consistently.

B. Marketplace Earnings & Payouts

Marketplace Earnings: For each sale through the RelayEd Marketplace, Sellers earn the applicable Marketplace Payout Rate that applies to their Membership tier ("Marketplace Earnings"), as set forth in Section 4.B above. Marketplace Earnings are paid in monthly payments ("Payouts") according to the schedule described in this Section.

Payout Account: To issue Payouts, we work with third-party payment processors, including Stripe, Inc. and PayPal, Inc., through District's payment infrastructure. To receive Payouts, Sellers must establish a connected account with our primary Payment Processor. Your use of the payment processing provided by the Payment Processors is subject to the applicable Payment Processor's terms and conditions and privacy policies, as well as District's payment processing terms.

Schedule: We issue Payouts on a monthly basis via Stripe by the twenty-first day of the month following the month in which a sale was made. We may, at our sole discretion, withhold or delay a Payout due to any Seller who we believe to be in violation of any of these Terms.

Disbursements & Payout Errors: RelayEd will disburse funds through the Payment Processor to Seller to the account associated with the payout information designated by the Seller. If payment is made to Seller in error, or if Seller receives funds that Seller is not otherwise entitled to receive at the time of disbursement, RelayEd has the right to recoup such amounts from the Seller. RelayEd may also offset against funds pending settlement to Seller any sums due, or reasonably likely to become due, to RelayEd pursuant to this Agreement.

RelayEd reserves the right to delay, withhold, offset, suspend, or reverse payouts where reasonably necessary to investigate fraud, chargebacks, intellectual property disputes, excessive refund activity, suspected policy violations, legal compliance obligations, or other marketplace risks. District, as payment infrastructure provider, independently reserves the right to withhold payment of Host's share of Commission revenue where District believes that a transaction may not be valid; RelayEd's payout obligations are subject to District's payment determinations.

C. Chargebacks & Payment Holds

In the event that a Buyer submits a chargeback request to its bank or financial institution in connection with a purchase from Seller, RelayEd will inform Seller of the chargeback request if they are notified. Seller agrees to provide evidence that the Resources involved in the request were delivered and that such Resources were as described in the original Listing, within five (5) days of being informed by RelayEd of the chargeback.

Where a chargeback dispute is submitted, RelayEd and District may hold settlement until the dispute is determined. If the chargeback dispute is warranted, RelayEd will not settle any such funds for the transaction at issue to the Seller. District's Global Community Guidelines separately note that chargebacks or disputes filed with credit card providers outside the District Buyer Protection process are prohibited on District-powered platforms.

D. Sales Tax

Sellers may have and are responsible for the collection and/or payment of any sales tax they may owe. Sellers in certain U.S. states may also be subject to sales tax on platform commissions, consistent with District's policies. By operating as a Seller on RelayEd, you represent and warrant that you will use any tax services only to calculate and collect sales tax in jurisdictions where you are registered to collect such tax, and that you will remit any collected sales tax to the appropriate taxing authorities in accordance with applicable laws. RelayEd is not responsible for and cannot guarantee the accuracy or availability of any tax calculation services. Canadian Sellers remain solely responsible for compliance with all applicable Canadian tax, reporting, and regulatory requirements.

9. Your Privacy

The privacy and security of your data and the personally identifiable information you give us is important to us. Our Privacy Policy explains the data we collect from you and how we use it. By using RelayEd Services, you agree that we may use such data in accordance with our Privacy Policy. You acknowledge that certain data may also be processed by District as our infrastructure provider, subject to District's Privacy Policy, available at district.net/privacy-policy.

To the extent permitted by applicable law, Users retain ownership rights, if any, they may possess in AI Content they generate using the Services, subject to the licenses granted under these Terms. If you believe that Content on our Services violates your personal privacy rights, contact us at liz@relayedllc.com .

10. Indemnification

You agree to indemnify and hold the RelayEd Parties harmless from any losses, costs, liabilities, and expenses (including, without limitation, reasonable attorneys' fees, expert fees, investigation costs, settlement costs, arbitration expenses, and court costs) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Services; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any user; (e) your violation of any applicable laws, rules, or regulations; (f) any AI Content you create or use; and (g) any Resources you sell or offer to sell and any Resources you buy or agree to buy on the Services. RelayEd reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

This provision does not require you to indemnify any RelayEd Party for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation, or suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement, and/or your access to the Services.

11. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. THE RELAYED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.

THE RELAYED PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

THE RELAYED PARTIES MAKE NO WARRANTY OR GUARANTY THAT ANY AI CONTENT WILL PROVIDE ACCURATE, TAILORED, OR INFORMATIVE RESULTS OR BE FIT FOR THE PARTICULAR PURPOSE OR USE CASE. RELAYED DOES NOT REPRESENT OR WARRANT THAT YOU ARE THE LEGAL OWNER OF ANY AI CONTENT, OR THAT SUCH AI CONTENT DOES NOT INCORPORATE, INFRINGE, OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.

THE RELAYED PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION REGARDING THE ACCURACY, COMPLETENESS, CURRENTNESS, OR SUITABILITY OF ANY RESOURCE OFFERED ON OR THROUGH THE SERVICES. RESOURCES THAT CONTAIN CONTENT RELATED TO REGULATED HEALTHCARE PROFESSIONS DO NOT CONSTITUTE PROFESSIONAL ADVICE.

12. Limitation of Liability

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE RELAYED PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, DATA, ANTICIPATED SAVINGS, INSTITUTIONAL RELATIONSHIPS, OR REPUTATION, INCLUDING WITHOUT LIMITATION ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT RELAYED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES OR ANY RESOURCES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; OR (ii) ANY INJURY CAUSED BY FRAUD OR FRAUDULENT MISREPRESENTATION.

TO THE FULLEST EXTENT PROVIDED BY LAW, RELAYED PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATEST OF: (a) THE TOTAL AMOUNT PAID TO RELAYED BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (b) $100; AND (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.

13. Term and Termination

Term: This Agreement commences on the date when you accept them and remains in full force and effect while you use the Services, unless terminated earlier in accordance with this Agreement.

Termination by RelayEd: RelayEd may terminate this Agreement at any time, for any or for no reason, with or without notice to you.

Termination by You: You may terminate this Agreement at any time by closing your Account (if you have one) and sending us notice of your intention to terminate this Agreement at liz@relayedllc.com . You can close your Account from your My Account page or by contacting us for assistance. After your account is closed, you will no longer have access to your Account information, past purchases, uploaded Resources, and many of the features of our Services.

No Subsequent Registration: If your registration with, or ability to access, the Services is discontinued by RelayEd due to your violation of any portion of this Agreement or for conduct otherwise inappropriate for the community, then you agree that you will not attempt to re-register with or access the Services through use of a different member name or otherwise.

Effect on Sellers: If you are a Seller, any Resources you have posted will no longer be searchable and your Resource pages will not be available to Users; however, your paid Resources may remain accessible to the Accounts of Members who have previously purchased them. RelayEd will continue to make previously purchased Resources available to such Members.

All sections of this Agreement intended by their nature to survive termination, including without limitation your indemnification obligations, all disclaimers, your release of RelayEd, and our limitation of liability, shall survive such termination.

14. Third-Party Services

The Services may contain links to third-party websites ("Third-Party Websites"), applications ("Third-Party Apps"), and advertisements for third parties ("Third-Party Ads"). When you access third-party websites or services, you do so at your own risk.

In Search Of, Inc. (operating as "District"), our infrastructure and hosting partner, provides platform services upon which RelayEd operates, including payment processing and marketplace infrastructure. Your use of the Services is subject to District's Terms of Service (district.net/terms-of-service) and Marketplace Host Terms (district.net/marketplace-host-terms) to the extent they apply to transactions and platform functions powered by District's infrastructure. RelayEd is a User-Hosted Marketplace operator on District's platform.

With respect to any App accessed through or downloaded from the Apple App Store or Google Play: (i) this Agreement is between you and RelayEd only, and not Apple or Google; (ii) RelayEd, not Apple or Google, is solely responsible for the App and content thereof; and (iii) Apple and Google have no obligation whatsoever to furnish any maintenance and support services with respect to the App.

15. Export Controls

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List or Entity List. By using the Services, you represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

16. Changes to These Terms

We may make changes to these Terms from time to time. When material changes are made, we will make a new copy of these Terms available on the Services. We may also provide notice by updating the "Last Updated" date at the top of this Terms of Service, sending an email to you at the last email address you provided, and/or requiring your consent to the updated Agreement. Any changes to the Agreement will be effective immediately for new users and will be effective thirty (30) days after posting notice of such changes for existing users. If you do not agree to any change after receiving a notice of such change, you shall stop using the Services.

17. Dispute Resolution

Please read the following arbitration agreement carefully. It requires you to arbitrate disputes with RelayEd and limits the manner in which you can seek relief from us.

A. Governing Law and Venue

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflict of law principles. To the extent any dispute is permitted to proceed in court rather than arbitration, the parties agree that exclusive jurisdiction and venue shall lie in the state and federal courts located in Columbiana County, Ohio. Nothing in this arbitration agreement affects the separate arbitration agreement between RelayEd and District, which is governed by California law.

B. Arbitration Agreement

You agree that any dispute, claim, or request for relief against RelayEd relating in any way to your access or use of the Services or to any aspect of your relationship with RelayEd will be resolved by binding arbitration, rather than in court, except that: (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or RelayEd may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim to our registered agent. The arbitration will be conducted by JAMS under its most current applicable rules. Before filing, you must send a notice to RelayEd that describes the claim and the nature and basis of the relief sought. If the claim is not resolved within sixty (60) days after receipt of the notice, you or RelayEd may commence an arbitration proceeding.

YOU AND RELAYED HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.

C. 30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to liz@relayedllc.com within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your RelayEd username (if any), the email address you used to set up your RelayEd Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.

18. General Provisions

Entire Agreement: These Terms are the entire agreement between you and RelayEd, and they govern your relationship with RelayEd. Becoming a Member of our Services does not create an agency, employment, or partnership relationship between you and RelayEd.

Electronic Communications: You consent to receive communications from RelayEd in an electronic form and agree that all terms and conditions, agreements, notices, disclosures, and other communications that RelayEd provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

Severability: If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

Assignment: Your rights and obligations hereunder may not be assigned, subcontracted, delegated, or otherwise transferred by you without RelayEd's prior written consent, and any attempted assignment in violation of the foregoing will be null and void. RelayEd may freely assign its rights and obligations without restriction.

Force Majeure: RelayEd shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

No Fiduciary Duty: RelayEd owes no fiduciary duty or special relationship obligation to any User, Seller, Buyer, institution, or third party.

19. Survival of Terms

The following provisions survive if you cease using our Services or your Account is closed:

• Continued access by prior purchasers (Section 5)
• Privacy Policy (Section 9)
• Earnings and Payouts, including any final Payouts due to you (Section 8)
• Disputes with RelayEd (Section 17)
• Warranty Disclaimer, Limitation of Liability, and Indemnification (Sections 10, 11, and 12)
• No Solicitation and Off-Platform Transaction prohibition (Section 2.3)

20. How to Contact Us

You can reach us by emailing liz@relayedllc.com or by submitting a message using our Contact Us form on the website at myRelayEd.com.