This Agreement was last modified on August 5th, 2022.
If you are agreeing to this Agreement not as an individual but on behalf of your company or organization, then “Organization” or “you” means your company or organization, and you are binding your Organization to this Agreement. ClassEquity may modify this Agreement from time to time, subject to the terms below.
By clicking on the “I agree” (or similar button) that is presented to you at the time of your Order, or by using or accessing ClassEquity products, you indicate your assent to be bound by this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Use of the Service
This is a contract between you and ClassEquity. You must read and agree to these terms before using the ClassEquity Service. If you do not agree, you may not use the Service. If you are a child under 13 years of age, we need your parent or guardian’s consent before allowing you to use the Service. ClassEquity reserves all rights not expressly granted herein in the Service and the ClassEquity Content (as defined below).
Free Tier Service
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Free Tier features of the Service.
Purchased or Subscription (non-Free Tier) Service
In addition to the Free Tier scope of use of the Service, the product ordering documentation or purchase flow (“Order”) will specify your authorized scope of use for the Service, which may include: (a) number and type of Authorized Users (as defined below), (b) storage or capacity, or (c) other restrictions or billable units (as applicable, the “Scope of Use”). The term “Order” also includes any applicable Product or Support renewal, or purchases you make to increase or upgrade your Scope of Use.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords with your account. You must notify ClassEquity immediately of any breach of security or unauthorized use of your account. ClassEquity will not be liable for any losses caused by any unauthorized use of your account.
School and/or Teacher Accounts
If you are a School or other Organization using the Service for educational purposes, you may create accounts for your Students as defined in your Scope of Use. Once the accounts have been created, users with the ‘Teacher’ role will be able to view the progress and completion statistics of students, together with any data the Student may upload to the Service. If you are a teacher entering into this agreement, you are either warranting and representing that you are authorized to use our Services with your Students on behalf of your school and/or district, or you are warranting and representing that you have obtained consent from parents or guardians of your Students in accordance with the laws governing your jurisdiction (“Teacher”). By submitting Student information to ClassEquity you expressly grant, and you represent and warrant that you have all rights necessary to grant, to ClassEquity a non-exclusive, royalty-free, worldwide license during the term of the Agreement to use, transmit, distribute, modify, reproduce, display, create derivative works of, and store the Student data solely for the purposes of (i) providing the Services as contemplated in these Terms, and (ii) enforcing its rights under the Agreement.
Minor's Accounts (USA)
The Children’s Online Privacy and Protection Act (“COPPA”) requires that online service providers obtain clear and verifiable parental consent before receiving personal information from children under 13. CLASSEQUITY RELIES ON SCHOOL AND/OR TEACHERS TO OBTAIN AND PROVIDE APPROPRIATE CONSENT, IF NEEDED, TO COLLECT STUDENT INFORMATION. School and/or Teacher, by agreeing to these Terms of Service, assume sole responsibility for (and hereby agree that ClassEquity is not responsible for):
a. Providing appropriate notices and disclosures to Students using ClassEquity for classroom/schoolwork use and to their parents and guardians regarding their
Students’ use of ClassEquity, ClassEquity’s Terms, and ClassEquity’s Privacy
Policy, including any notice required by the Children’s Online Privacy Protection Act (“COPPA”), Family Educational Rights and Privacy Act (“FERPA”) or other applicable privacy law required by your jurisdiction; and
b. Obtaining any consents required from parents or guardians, to the extent
required under COPPA, FERPA, or other applicable privacy law in your
jurisdiction, in connection with the Services and disclosure of personally
identifiable information to ClassEquity in connection therewith.
Minor's Accounts (EU)
Minor's Accounts (non-EU and non-US)
If you or your Organization (School) are based outside of both the EU and USA, you warrant that you have obtained consent appropriate to your location. Service RulesYou agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends requests more rapidly than a messages to the ClassEquity servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than a manually controlled web browser; (xii) bypassing the measures we may use to prevent or restrict access to the Service.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends requests more rapidly than a messages to the ClassEquity servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than a manually controlled web browser; (xii) bypassing the measures we may use to prevent or restrict access to the Service.
We may permanently or temporarily terminate or suspend your access to the Service without notice and liability if in our sole determination you violate any provision of this Agreement. Upon termination, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other ClassEquity Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. ClassEquity shall have no liability for your interactions with other Users, or for any User’s action or inaction.
2. User Content
The Service allows you to upload content such as files containing text or data, and also to submit or post other content or information (“User Content”). We claim no ownership rights over User Content created by you. The User Content you create remains yours; however, by sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. ClassEquity has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current or (ix) violates any school or other applicable policy, including those related to cheating or ethics.
You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. ClassEquity reserves the right, but is not obligated, to reject and/or remove any User Content that ClassEquity believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, or other jurisdiction. In connection with your User Content, you affirm, represent and warrant the following:
1. Your User Content and ClassEquity’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
2. ClassEquity may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
3. You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
ClassEquity takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that ClassEquity shall not be liable for any damages you allege to incur as a result of User Content.
Grant of license
By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to ClassEquity a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to store, process, transfer and display such User Content in order to provide the features of the Service to you and other Users of the Service, in accordance with your settings.
Our Proprietary rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “ClassEquity Content”), and all Intellectual Property Rights related thereto, are the exclusive property of ClassEquity and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any ClassEquity Content. Use of the ClassEquity Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit suggestions, comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Suggestions”). By submitting any Suggestion, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place ClassEquity under any fiduciary or other obligation, and that we are free to use the Suggestion without any additional compensation to you, and/or to disclose the Suggestion on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, ClassEquity does not waive any rights to use similar or related ideas previously known to ClassEquity, or developed by its employees, or obtained from sources other than you.
4. Paid Services
1. Billing Policies. Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms, as we may update them from time to time. ClassEquity may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.
2. Renewals. ClassEquity subscriptions renew automatically using the payment details on file for your account. If you purchase a subscription with automatic renewal, you acknowledge and agree that we are authorized to use the payment information on file for the renewal fee. Your subscription will renew monthly or annually on the same day of the month or year, respectively, as the date you made your initial purchase. This date will be included on your subscription confirmation receipt that will be emailed to you at the email you provide. You may cancel your subscription at any time from within the payments section of your profile. This will stop future subscription charges from accruing to your account.
3. No Refunds. You may cancel your ClassEquity account at any time; however, there are no refunds for cancellation. ClassEquity may offer partial, pro rata refunds for ClassEquity’s early suspension, termination, or cancellation of a paid program, where the pricing and payment terms for the specific ClassEquity program expressly state that such refunds are available in such scenarios and/or as required by law. In the event that you cancel your account or ClassEquity suspends or terminates your account or this Agreement for your breach of this Agreement, you understand and agree that you shall receive no refund or exchange for any ClassEquity Indicators, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
4. Risk of Loss. All products purchased from or via the Service are transported and delivered to you by an independent carrier not affiliated with, or controlled by, ClassEquity. Title to products purchased on the Service, as well as the risk of loss for such products, passes to you when ClassEquity or our supplier delivers these items to the carrier.
5. Payment Information; Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
ClassEquity cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
7. DMCA Notice
Since we respect artist and content owner rights, it is ClassEquity’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify ClassEquity by email.
8. Third-Party Links
You agree to defend, indemnify and hold harmless ClassEquity and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of or related to: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any other information or content that is submitted via your account including without limitation misleading, false or inaccurate information; (vi) negligent or willful misconduct; or (vii) any other party’s access and use of other appropriate security code.
10. No Warranty
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CLASSEQUITY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. CLASSEQUITY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE CLASSEQUITY SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND CLASSEQUITY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
11. Limitation Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLASSEQUITY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL CLASSEQUITY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLASSEQUITY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL CLASSEQUITY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO CLASSEQUITY HEREUNDER OR $100.00, WHICHEVER IS GREATER.THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CLASSEQUITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. The Service is controlled and operated from facilities in the United States. ClassEquity makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
12. Governing Law and Arbitration
1. Governing Law. You agree that: (i) the Service shall be deemed solely based in the State of Arizona, USA; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over ClassEquity, either specific or general, in jurisdictions other than the State of Arizona. This Agreement shall be governed by the internal substantive laws of the State of Arizona, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Arizona for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.
2. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CLASSEQUITY. In the unlikely event that ClassEquity has not been able to resolve a dispute it has with you after 60 days, we each agree to resolve any claim, dispute, or controversy (excluding any ClassEquity claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms of Service, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the Judicial Mediation and Arbitration Services (“JAMS”) under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in the State of Arizona, USA, unless you and ClassEquity agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing ClassEquity from seeking injunctive or other equitable relief from the courts as necessary to protect any of ClassEquity’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS TERMS OF SERVICE, YOU AND CLASSEQUITY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
A. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ClassEquity without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to the Agreement. ClassEquity may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by ClassEquity in our sole discretion. ClassEquity reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. ClassEquity is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. ClassEquity may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this document periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this document. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.
C. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with ClassEquity in connection with the Service, shall constitute the entire agreement between you and ClassEquity concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and ClassEquity’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
E. Government Use Rights. If the Service is licensed to the United States government or any agency thereof, then the Service will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms of Service and is prohibited except to the extent expressly permitted by these Terms of Service.
F. Contact. Please contact us at [email protected] with any questions regarding this Agreement.