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Cody Marketplace Terms of Service

DRAFT, not reviewed by counsel.

Last updated: October 25, 2026

Agreement to these Terms

We are Cody Reading Inc. ("Cody," "we," "us," "our").

We operate Cody Marketplace at https://cody-marketplace.fly.dev (the "Marketplace"), a place where educators sell and share digital teaching resources, along with any related products and services that refer or link to these terms (together, the "Services"). Cody Marketplace is separate from the Cody Reading literacy platform at https://www.codyreading.com, which has its own terms.

You can contact us by email at support@codyreading.com, or by mail at 2810 North Church Street, PMB 936381, Wilmington, DE 19802, United States.

These Terms of Service (the "Terms") are a legally binding agreement between you, whether personally or on behalf of an entity ("you"), and Cody Reading Inc., concerning your access to and use of the Services. By creating an account, buying or downloading a resource, opening a shop, or otherwise using the Services, you agree to these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU MAY NOT USE THE SERVICES.

These Terms incorporate our Privacy Policy, our Copyright and DMCA Policy, and any other policies we post on the Services and identify as part of these Terms.

Changes. We may change these Terms from time to time. We will update the "Last updated" date, and for material changes we will notify you by email or with a notice on the Services. Changes to fees that apply to sellers take effect no sooner than thirty (30) days after we notify sellers, except for fee reductions, which may take effect immediately. If you keep using the Services after changes take effect, you accept the revised Terms.

The Services are intended for adults (age 18 and older). Children may not create accounts or use the Services.

1. Our Role

Cody Marketplace connects educators who create resources ("Sellers") with educators and others who buy or download them ("Buyers"). Sellers set their own prices and are responsible for their resources. Cody provides the Marketplace, hosts and delivers files, and arranges payment processing and payouts through our payment partner.

Unless we say otherwise, Cody does not create, own, review, or endorse the resources Sellers offer, and we do not guarantee their quality, accuracy, alignment to any standard, or suitability for any classroom.

The information provided through the Services is not intended for distribution to or use by any person or entity in any jurisdiction where such distribution or use would be contrary to law or would subject us to any registration requirement in that jurisdiction. Those who access the Services from other locations do so on their own initiative and are responsible for compliance with local laws. The Services are offered in US dollars only.

2. Accounts

To buy, download, or sell, you must create an account. You agree that:

  • the information you give us is true, accurate, current, and complete, and you will keep it updated;
  • you have the legal capacity to agree to these Terms and are at least 18 years old;
  • you will keep your password confidential and are responsible for all activity on your account;
  • you will not create an account by automated means or under false pretenses, or create a new account after we have suspended or terminated yours;
  • you will not sell, transfer, or share your account.

We may refuse, reclaim, or change a username, display name, or shop name that we consider inappropriate, misleading, or infringing.

3. Our Intellectual Property

We own or license the Services and everything we provide in them, other than resources and content provided by users, including source code, databases, functionality, software, website designs, text, graphics, and generated cover art (the "Cody Content"), and the trademarks, service marks, and logos contained therein (the "Marks"). They are protected by copyright, trademark, and other laws in the United States and around the world.

Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose. No part of the Cody Content or Marks may be copied, reproduced, republished, distributed, sold, licensed, or otherwise exploited for any commercial purpose without our express prior written permission. We reserve all rights not expressly granted.

Feedback. If you send us questions, comments, suggestions, ideas, or other feedback about the Services ("Feedback"), you agree that we may use it for any lawful purpose without acknowledgment or compensation to you. Feedback does not include your resources.

4. Buying and Downloading Resources

Prices and payment. Sellers set prices. You agree to pay the price shown at checkout, plus any applicable taxes. Payments are processed by our third-party payment partner and its processing partners. We may change the Services' prices and available payment methods at any time, and we may correct errors in pricing even after an order is placed. All payments are in US dollars.

Sales tax. Where the law requires us, as a marketplace, to collect and remit sales or similar taxes on sales made through the Services, we will add those taxes at checkout.

Orders. An order is complete only when our payment partner confirms the payment. We may refuse or cancel any order, including orders we believe are fraudulent, placed in error, or placed by a Seller for their own resources.

Access. After a completed purchase, you can download the resource from your library for as long as you have an account and the Services operate, unless access ends under Section 6 (refunds and disputes) or Section 16 (removal for legal reasons). A Seller simply unpublishing or archiving a resource does not by itself end an existing Buyer’s license or download access. Sellers may update or replace the files in a resource, and your library provides the files currently attached to it. If a resource you obtained no longer has working files, contact us under Section 6. We recommend keeping your own copies of files you buy. Downloading is personal to your account; download links may expire and must not be shared.

Free resources. Some resources are offered at no charge. Free resources are licensed to you on the same terms as paid ones (Section 5), unless the Seller states broader terms in the resource itself.

5. Your License to Resources You Buy

Resources are licensed, not sold. When you buy or download a resource, the Seller grants you a non-exclusive, non-transferable license to use it as follows (the "Single Classroom License"), unless the Seller's own terms included in the resource grant you broader rights:

You may:

  • use the resource with your own students, in your own classroom, tutoring, or homeschool setting;
  • print and copy the resource as many times as you need for your own students;
  • share the resource with your own students through a password-protected learning platform, such as Google Classroom, Canvas, or Seesaw, that only your students can access;
  • use the resource with your own students in later school years;
  • edit the resource for your own students' use, where the file allows editing.

You may not:

  • share, send, or give the resource, or copies of it, to other teachers, schools, districts, or anyone who is not your student, including colleagues at your own school (each additional teacher needs their own license);
  • post the resource, or any part of it, on a public website, shared drive, public learning platform page, or social media in a way that lets others download it;
  • sell, resell, sublicense, or distribute the resource, or claim it as your own, including after modifying it;
  • use the resource, or any part of it, to create a product for sale or distribution, or upload it to any marketplace;
  • use the resource to train, fine-tune, or build any artificial intelligence or machine learning model, or upload it to a service that does so;
  • remove copyright notices, watermarks, or credits.

Bundles. When you buy or download a bundle, you receive the Single Classroom License for each resource in it. If the Seller later removes a resource from the bundle, you keep your license and access to that resource.

Purchasing a resource does not transfer ownership of the resource or any intellectual property in it. If you use the resource outside this license, the Seller may enforce their rights against you, and we may suspend or terminate your account. Each Seller is an intended third-party beneficiary of this Section 5 for their own resources and may enforce it directly.

6. Refunds and Disputes

Because resources are digital and available immediately, sales are generally final. We may issue a refund, at our discretion, where:

  • a file is defective, corrupted, or cannot be opened, and the Seller does not fix it within a reasonable time;
  • the resource is materially different from its description;
  • you were charged more than once for the same resource; or
  • the law requires it.

To request a refund, contact us at support@codyreading.com within 30 days of purchase. Refunds cover the whole order. When an order is refunded, or a chargeback or payment dispute is resolved against the sale, your license to the resources in that order ends and they are removed from your library. While a chargeback or dispute is open, we may suspend access to the resources in that order, and we restore access if it is resolved in favor of the sale.

Buyers and Sellers do not deal with each other directly about refunds. We handle refund requests, and refunds appear in the Seller's sales records.

7. Selling on Cody Marketplace

Opening a shop. Any account holder may open one shop. Your shop name, bio, images, and resources you publish are public.

Seller verification. To sell paid resources and receive payouts, you must complete identity and bank verification with our third-party payment partner and accept its terms, which apply between you and the payment partner (the "Payment Partner Terms"), which are shown to you when you set up payouts. The payment partner may collect sensitive details such as your Social Security number, date of birth, bank account, and photo identification. Cody does not receive or store your full Social Security number or bank account number. You authorize us to share your account and shop information with our payment partner, and to receive your verification status and payout information from it, for the purpose of providing the Services.

Approval. Paid resources can be published only while your payout account is approved by our payment partner. If your account is not approved, is restricted, or loses approval, your paid resources are hidden until it is approved again. Free resources may stay available.

Your responsibilities. You are responsible for your resources, their descriptions, previews, prices, and for keeping your files working. You agree to describe your resources accurately, including grade levels, subjects, file types, page counts, and whether a resource is editable.

No employment. Sellers are independent. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between you and Cody.

8. Ownership of What You Upload or Import

This section is important. Please read it carefully.

By uploading, importing, or publishing any resource, file, preview, image, title, description, or other material (together, "Seller Content"), you represent and warrant that:

  • you created the Seller Content yourself, or you own it, or you have all the licenses, rights, consents, and permissions needed to sell and distribute it through the Services and to grant the licenses in Section 9;
  • the Seller Content, and Buyers' use of it under the Single Classroom License, does not and will not infringe or misappropriate any copyright, trademark, patent, trade secret, right of publicity or privacy, or other right of any third party;
  • any third-party material in your Seller Content, such as clip art, fonts, images, or text, is used in compliance with the license under which you obtained it, including any credits that license requires, and that license permits use in resources sold commercially;
  • if you created the Seller Content in the course of your employment or under a contract, for example with a school or district, you have the right to sell it and it does not belong to your employer or client;
  • the Seller Content does not contain student personal information or images of identifiable students, unless you have written consent from each student's parent or legal guardian and your school's permission where required;
  • the Seller Content complies with these Terms and applicable law.

You are solely responsible for your Seller Content. If we receive a complaint about it, we may remove it, freeze your shop, or withhold payouts related to it while we review the complaint (see Section 16 and the Copyright and DMCA Policy).

9. Licenses You Grant

You keep ownership of your Seller Content. By making Seller Content available through the Services, you grant:

To Cody: a worldwide, non-exclusive, royalty-free license to host, store, copy, reproduce, process, format, display, and distribute your Seller Content to operate, promote, and improve the Services. This includes making previews and thumbnails, generating cover images, converting file formats, showing your shop name and resources in search results, email, and marketing for the Marketplace, and delivering files to Buyers. We may sublicense these rights to service providers that help us run the Services. We will not sell your resources outside the Marketplace or use them to train artificial intelligence models.

To Buyers: the Single Classroom License in Section 5 for each resource a Buyer buys or downloads, plus any broader terms you include in the resource itself. Sellers may not narrow the Single Classroom License after a Buyer has obtained a resource.

Duration. Cody's license ends when you remove the Seller Content from the Services, except that (a) we may keep copies as needed to continue serving Buyers who already bought or downloaded it, to resolve disputes, and to comply with law, and (b) backups may persist for a limited period. Licenses granted to Buyers before removal continue.

To the extent permitted by law, you waive any moral rights in your Seller Content as needed for us to exercise these licenses, such as reformatting or generating previews.

10. Importing From Other Platforms

The Services may let you import your listings from another marketplace where you sell, such as Teachers Pay Teachers ("Other Platform"), and match them to files you upload from your own computer. If you use import:

  • you may import only listings and files that you created or own, from your own store on the Other Platform, and you confirm this when you start an import. We keep a record of that confirmation;
  • you authorize us to retrieve the publicly available pages of the store you identify, and to copy titles, descriptions, prices, preview images, and file details from those pages into draft resources in your shop;
  • the files you upload are your own original copies, not files downloaded from another seller's listings;
  • you are responsible for whether listing or selling your resources on Cody Marketplace is consistent with any agreement you have with the Other Platform, such as an exclusivity arrangement;
  • we may compare the store name and other details with your shop and account to check ownership. If more than one shop claims the same Other Platform store, we may freeze the imports, or the shops, of everyone claiming it until ownership is resolved.

Imported drafts are not published until you review and publish them, and all of Section 8 applies to them. Before you can publish imported resources, including free ones, your payout account must be approved by our payment partner, which helps us confirm who owns the store.

Teachers Pay Teachers and other marketplace names are trademarks of their owners. Cody Marketplace is not affiliated with or endorsed by any Other Platform.

11. Listing Standards and Prohibited Resources

Resources must be digital educational resources that you have the right to sell. You may not publish Seller Content that:

  • infringes anyone's intellectual property, including resources that copy or closely imitate another seller's work, or use characters, logos, or brands you are not licensed to use;
  • contains student personal information or images of identifiable students without the consent described in Section 8;
  • is illegal, harassing, hateful, defamatory, obscene, sexually explicit, violent, discriminatory, or otherwise harmful, as determined by us;
  • is false, deceptive, or misleading, including inaccurate descriptions or previews;
  • contains malware, scripts, or anything designed to harm devices or collect data;
  • is mainly an advertisement or a way to direct Buyers to buy elsewhere;
  • is a resource you already sold to us or someone else exclusively, or that you otherwise no longer have the right to sell.

We have no obligation to monitor Seller Content, but we may review, hide, edit for formatting, re-categorize, or remove any resource at any time, for any reason, including if we believe it violates these Terms.

12. Fees, Payouts, and Taxes

Fees. For each paid sale, Cody keeps a fee (the "Cody Fee"), currently 15% of the sale price, also shown on your dashboard. We may change the Cody Fee for future sales by updating these Terms. We may offer some Sellers a lower fee for a period or until a sales target is reached; any such offer will be shown on your dashboard. The fee that applies to a sale is fixed when the order is placed. Cody pays the payment processing costs; they are not deducted from your share. Cody does not charge a fee on free resources.

Payouts. Your share of each sale (the sale price minus the Cody Fee and any applicable taxes) is paid to your verified bank account by our payment partner on its payout schedule. We do not guarantee the timing of payouts, which depends on the payment partner and banks.

Refunds and disputes. If a sale is refunded, or a Buyer's payment is reversed through a chargeback or dispute that is resolved against the sale, your share of that sale is taken back, and the Cody Fee is returned to the Buyer along with your share. If your share has already been paid out, it is deducted from future payouts. If your future payouts are not enough to cover it, you agree to repay the remaining amount on request, and we or our payment partner may recover it as permitted by the Payment Partner Terms.

Holds. We or our payment partner may hold or delay payouts where we reasonably suspect fraud, infringement, a violation of these Terms, or a high risk of refunds or disputes, or where required by law or the Payment Partner Terms.

Taxes. You are responsible for reporting and paying any income taxes on your sales. Our payment partner may issue you a Form 1099-K or similar tax form, and may require tax information from you to do so. Your dashboard provides sales figures to help you reconcile it, but we do not give tax advice.

13. Buyer Privacy and Staying on the Marketplace

To protect Buyers' privacy, Cody does not share Buyers' names, email addresses, or other personal information with Sellers. Sellers can see their sales (date, resource, price, fees, and earnings) but not who bought.

Sellers agree not to try to identify, contact, or collect personal information about Buyers through the Services, and not to use listings, previews, or resource files to collect Buyers' personal information (for example, requiring an email sign-up to unlock a purchased resource). Sellers may include their name, website, or social media in their resources and shop profile.

14. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make them available. You agree not to:

  • systematically retrieve data or content from the Services to create a collection, database, or directory, or use any automated system, such as a scraper, spider, robot, or offline reader, to access the Services, except standard search engine indexing;
  • download resources you have not bought, or circumvent, disable, or interfere with security features, download limits, or features that restrict copying of content;
  • buy your own resources, or arrange purchases to manipulate rankings, sales figures, fees, or fee offers;
  • trick, defraud, or mislead us or other users, including attempts to obtain account information or payment details;
  • use information obtained from the Services to harass, abuse, or harm another person;
  • make improper use of our support services or submit false reports of abuse, infringement, or misconduct;
  • upload or transmit viruses or other material that interferes with the Services or anyone's use of them, or that acts as a passive or active information collection mechanism;
  • interfere with, disrupt, or create an undue burden on the Services or the networks connected to them;
  • attempt to bypass any measures designed to prevent or restrict access to the Services or any part of them;
  • copy or adapt the Services' software, or, except as permitted by law, decompile, disassemble, or reverse engineer it;
  • impersonate another user or person, or use another user's account;
  • harass, intimidate, or threaten our staff or other users;
  • use the Services in violation of any applicable law or regulation, including export control, sanctions, and consumer protection laws.

15. Third-Party Websites and Services

The Services link to and rely on third-party websites and services, including our payment partner and its identity verification providers. We are not responsible for third-party websites or services, and your use of them is governed by their terms and policies. Any dealings between you and a third party, other than as part of a purchase through the Services, are solely between you and that third party.

16. Copyright and Other Complaints

We respect the intellectual property rights of others and expect our users to do the same. If you believe material on the Services infringes your copyright, please follow the Copyright and DMCA Policy. That policy also covers counter-notices, our repeat infringer policy, and reports that someone has imported a store that isn't theirs.

If we remove a resource because of an infringement complaint or a legal requirement, Buyers may lose access to it, and we may refund Buyers who bought it. Refunds of this kind are whole-order refunds handled under Sections 6 and 12: the Seller's share is reversed and Cody returns the associated Cody Fee.

17. Suspension and Termination

These Terms remain in effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, AND SUBJECT ONLY TO THE PAYOUT AND ACCESS PROVISIONS BELOW, WE MAY, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, SUSPEND OR TERMINATE YOUR ACCOUNT OR SHOP, HIDE OR REMOVE YOUR RESOURCES, OR DENY YOU ACCESS TO THE SERVICES, FOR ANY REASON OR FOR NO REASON, INCLUDING FOR A BREACH OF THESE TERMS OR APPLICABLE LAW.

If you close your account. You may close your account at any time by contacting us. If you are a Seller, your resources will be removed from sale, and Buyers who already bought them keep access as described in Section 9. Your share of completed sales will still be paid out, less any refunds, disputes, and amounts you owe us.

If we terminate your account. If we terminate your account for a breach of these Terms, we may withhold payouts to the extent needed to cover refunds, disputes, and losses caused by the breach. If we terminate your account without cause, we will give you a reasonable opportunity to download resources you bought, and we will pay out your share of completed sales, less any refunds, disputes, and amounts you owe us.

If we suspend or terminate your account, you may not create a new account under your name, a fake or borrowed name, or the name of a third party. Sections that by their nature should survive termination, including Sections 5 (existing Buyer licenses), 6 (refunds and disputes), 8, 9 (existing Buyer licenses and necessary continuing rights), 12 (amounts owed, offsets, and reversals), 13, 16, 17 (this survival provision), and 20 through 29, survive.

18. Modifications and Interruptions

We may change, suspend, or discontinue any part of the Services at any time, with or without notice. We cannot guarantee the Services will always be available. We may experience hardware, software, or other problems, or need to perform maintenance, resulting in interruptions, delays, or errors. We are not liable for any loss, damage, or inconvenience caused by your inability to access or use the Services during downtime or discontinuance. If we decide to discontinue the Marketplace entirely, we will try to give Buyers at least thirty (30) days' notice to download resources they bought.

19. Privacy

Please review our Privacy Policy, which is incorporated into these Terms. The Services are operated from the United States. If you access the Services from outside the United States, you consent to the transfer and processing of your data in the United States.

20. Governing Law

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.

21. Dispute Resolution

Informal negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a "Dispute") brought by either you or us (each a "Party"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating arbitration. Informal negotiations begin upon written notice from one Party to the other.

Binding arbitration. If the Parties cannot resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules for Disputes those rules cover (the "AAA Consumer Rules"), and otherwise under its Commercial Arbitration Rules, all of which are available at www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by, and where appropriate limited by, the AAA Consumer Rules. If the arbitrator determines such costs are excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. If an in-person hearing is held, it will take place in the county where you live, unless the Parties agree otherwise or the applicable AAA rules or applicable law require a different location. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in New Castle County, Delaware, and the Parties consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in those courts. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) do not apply to these Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) year after the cause of action arose, to the extent permitted by applicable law.

Restrictions. Any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to use class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. If a court decides that any part of this paragraph is unenforceable as to a particular claim, that claim must proceed in court, not in arbitration, and the rest of this Section 21 continues to apply to all other claims.

Exceptions. The following Disputes are not subject to the provisions above concerning informal negotiations and binding arbitration: (a) any Dispute seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any individual claim that qualifies for small claims court, for as long as it remains there; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed above.

Changes to this section. A change to this Section 21 does not apply to any Dispute that arose, or of which either Party had notice, before the change took effect.

Disputes between users. Disputes between Buyers and Sellers, or between Sellers, are between those users. We may, but are not required to, help resolve them, for example by issuing a refund under Section 6 or acting on a complaint under Section 16.

22. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, and availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time, without prior notice.

23. Disclaimer

THE SERVICES AND ALL RESOURCES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES AND ANY RESOURCES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE OF THEM, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RESOURCES ARE CREATED BY SELLERS, NOT BY CODY, AND WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THEIR ACCURACY, QUALITY, LEGALITY, OR SUITABILITY FOR ANY STUDENT OR CLASSROOM. WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR RESOURCE MADE AVAILABLE VIA THE SERVICES.

24. Limitation of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU PAID TO US, AND THE CODY FEES WE RETAINED FROM YOUR SALES, DURING THE SIX (6) MONTH PERIOD BEFORE THE CAUSE OF ACTION AROSE, AND (B) ONE HUNDRED US DOLLARS ($100). THIS LIMITATION DOES NOT REDUCE ANY AMOUNT WE OWE YOU AS A PAYOUT FOR COMPLETED SALES. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

25. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your Seller Content; (2) your use of any resource outside the license that applies to it; (3) your breach of these Terms; (4) any breach of your representations and warranties in these Terms, including those in Section 8; (5) your violation of the rights of a third party, including intellectual property rights; or (6) any harmful act toward any other user of the Services. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

26. User Data

We maintain data you transmit to the Services to manage their performance, as well as data relating to your use of the Services. Although we perform regular routine backups, you are responsible for keeping your own copies of your Seller Content and of resources you buy. To the extent permitted by law, we have no liability to you for any loss or corruption of such data.

27. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending us emails, and completing online forms are electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, by email and on the Services, satisfy any legal requirement that such communication be in writing. YOU AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You waive any rights or requirements under any laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or payments or the granting of credits by any means other than electronic means.

28. California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

29. Miscellaneous

These Terms and any policies or operating rules posted by us on the Services constitute the entire agreement between you and us about the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of it. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We are not responsible for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is unlawful, void, or unenforceable, it is severable from these Terms and does not affect the validity and enforceability of the remaining provisions. You agree that these Terms will not be construed against us because we drafted them. You waive any defenses you may have based on the electronic form of these Terms and the lack of signing by the parties.

30. Contact Us

To resolve a complaint about the Services or to receive further information about their use, please contact us at:

Cody Reading Inc. 2810 North Church Street, PMB 936381 Wilmington, DE 19802 United States

Email: support@codyreading.com