INCLASS, INC.
TERMS OF USE
Effective Date: September 26th, 2023
BINDING EFFECT
This is a binding agreement. By using the website, InClass, (also referred to as the “Website”) or any services provided by InClass, Inc. (“Company,” “us,” “our,” and “we”) in connection with the Website or otherwise (the “Service”), you agree to abide by these Terms of Use, as they may be amended by the Company from time to time in its sole discretion. The Company will post a notice on the Website any time these Terms of Use have been changed or otherwise updated. It is your responsibility to review these Terms of Use periodically, and if at any time you find these Terms of Use unacceptable, you must immediately leave the Website and cease all use of the Service and the Website. IF YOU DO NOT AGREE TO THESE TERMS OF USE, IMMEDIATELY STOP USING THE Website AND DO NOT USE ANY INCLASS SERVICE, PARTICIPATE IN ANY PROGRAM OR USE ANY VOUCHER, PRODUCT OR OTHER GOOD OR SERVICE OFFERED THROUGH THE Website.
ABOUT THE Website
The Website is a platform where users can learn from the material they provide and create study materials.
OWNERSHIP OF THE WEBSITE
The Website, any content on the Website and the infrastructure used to provide the Website are proprietary to us, our affiliates, Merchants and other content providers. By using the Website and accepting these Terms of Use: (a) the Company grants you a limited, personal, nontransferable, nonexclusive, revocable license to use the Website pursuant to these Terms of Use and to any additional terms and policies set forth by the Company; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell or re-sell any content, software, products or services obtained from or through the Website without the express permission of the Company.
USE OF THE WEBSITE
As a condition of your use of the Website, you agree that:
You have reached the age of majority in the state or province in which you reside;
You are able to create a binding legal obligation;
You are not barred from receiving products or services under applicable law;
You will not attempt to use the Website with crawlers, robots, data mining or extraction tools or any other functionality;
Your use of the Website will at all times comply with these Terms of Use;
You will only redeem legitimate vouchers that comply with the letter and spirit of the terms of the respective offers;
You will only redeem vouchers on the Website for your own use and enjoyment or, as a gift for another person;
You have the right to provide any and all information you submit to the Website, and all such information is accurate, true, current and complete;
You will update and correct information you have submitted to the Website and ensure that it is accurate at all times (out-of-date information will invalidate your account); and,
You will only participate in available programs through the Website by creating an account on the Website, and any purchase will be subject to the applicable Terms of Sale set forth in these Terms of Use.
ACCESS TO THE WEBSITE
The Company retains the right, at our sole discretion, to deny service or use of the Website or an account to anyone at any time and for any reason. While we use reasonable efforts to keep the Website and your account accessible, the Website and/or your account may be unavailable from time to time. You understand and agree that there may be interruptions in service or events, Website access or access to your account due to circumstances both within our control (e.g., routine maintenance) and outside of our control.
USER ACCOUNTS
You may only create and hold one account on the Website for your personal use. You are responsible for updating and correcting information you have submitted to create or maintain your account. As part of your account settings, you have the option to: (a) save, edit or delete your personal information, including, without limitation, a valid credit card; and (b) opt-out of persistent login. You understand and agree that the Company shall have no responsibility for any incident arising out of, or related to, your account settings. You must safeguard your password and supervise the use of your account. You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. We will assume that anyone using the Website or transacting through your account is you. You agree that you are solely responsible for any activity that occurs under your account. Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person. Any violation of these Terms of Use, including, without limitation, failure to maintain updated and correct information about your account (e.g., valid credit card information) will cause your account to fall out of good standing and we may cancel your account in our sole discretion. If your account is cancelled, you may forfeit any pending, current or future unredeemed offers in your account. Upon termination, the provisions of these Terms of Use that are by their nature intended to survive termination (e.g., any disclaimers, all limitations of liability and all indemnities) shall survive. We also reserve the right to change or discontinue any aspect or feature of our services or the Website, including, without limitation, requirements for use.
USER CONDUCT
All interactions on the Website must comply with these Terms of Use. To the extent your conduct, in our sole discretion, restricts or inhibits any other user from using or enjoying any part of the Website, we may limit or terminate your privileges on the Website and seek other remedies, including, without limitation, cancellation of your account or forfeiture of any forms of unredeemed value in your account. The following activities are prohibited on the Website and constitute violations of these Terms of Use:
Submitting any content to the Website that:
Violates applicable laws (including, without limitation, but not limited to intellectual property laws, laws relating to rights of privacy and rights of publicity and laws related to defamation);
Contains personal information, except when we expressly ask you to provide such information;
Contains viruses or malware;
Offers unauthorized downloads of any copyrighted, confidential or private information;
Has the effect of impersonating others;
Contains messages by non-spokesperson employees of the Company purporting to speak on behalf of the Company or provides confidential information concerning the Company;
Is purposely inaccurate, commits fraud or falsifies information in connection with your InClass account or to create multiple InClass accounts; or
Is protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.
Upload, share, distribute, or otherwise use any PDF files for which you lack the necessary rights, permissions, or licenses. This encompasses copyrighted material, trade secrets, and confidential documents that you are not explicitly authorized to access or disseminate by the rightful owner(s).
Engage in any activity that constitutes academic dishonesty, including but not limited to cheating, plagiarism, or any other form of academic misconduct. This includes, without limitation, using our service to obtain unauthorized assistance or materials, providing or receiving unauthorized assistance on academic assignments or exams, or submitting any work or content that is not your own original creation. You acknowledge that academic integrity is crucial for the growth and development of individuals and educational institutions, and any violation of this provision may result in the immediate termination of your access to our service, at our sole discretion, without notice or liability. Additionally, we reserve the right to report any such violations to relevant educational institutions, authorities, or other parties as deemed appropriate. us.
Delete the copyright or other proprietary rights notice from any Content.
Attempting to do or actually doing any of the following:
Accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;
Scanning or monitoring the Website for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data;
Scanning or testing the security or configuration of the Website or breaching security or authentication measures; or
Interfering with service to any user in any manner, including, without limitation, by means of submitting a virus to the Website or attempting to overload, “flood,” “spam,” “mail bomb” or “crash” the Website.
Using any of the following:
Frames, framing techniques or framing technology to enclose any content included on the Website without our express written permission;
Any Website content, including without limitation User Content (defined below), in any meta tags or any other “hidden text” techniques or technologies without our express written permission;
The Website or any of its contents to advertise or solicit, for any commercial, political or religious purpose or to compete, directly or indirectly, with InClass; or
The Website or any of its resources to solicit consumers, Merchants or other third-parties to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with InClass, including, without limitation, aggregating current or previously offered deals.
Collecting any of the following:
Content from the Website, including, without limitation, in connection with current or previously offered deals, and featuring such content to consumers in any manner that diverts traffic from the Website without our express written permission; or
Personal Information (defined in our Privacy Statement), User Content (defined in Section 8 below) or content of any consumers or Merchants.
Engaging in any of the following:
Tampering or interfering with the proper functioning of any part, page or area of the Website or any functions or services provided by InClass;
Taking any action that places excessive demand on our services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);
Reselling or repurposing your access to the Website or any offers redeemed through the Website;
Accessing, monitoring or copying any content from the Website using any “robot,” “spider,” “scraper” or other automated means or any manual process for any purpose without our express written permission;
Violating the restrictions in any robot exclusion headers on the Website or bypassing or circumventing other measures employed to prevent or limit access to the Website;
Aggregating any current or previously-offered deals or content or other information from the Website (whether using links or other technical means or physical records associated with purchases made through the Website) with material from other Websites or on a secondary Website without our express written permission; or
Acting illegally or maliciously against the business interests or reputation of InClass, our Merchants or our services.
The Company reserves the right to terminate your use of the Service and/or the Website. To ensure that the Company provides a high quality experience for you and for other users of the Website and the Service, you agree that the Company or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Website or the Service. The Company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but the Company reserves the right to terminate your account or your access to the Website immediately, with or without notice to you, and without liability to you, if the Company believes that you have violated any of the Terms of Use, furnished the Company with false or misleading information, or interfered with use of the Website or the Service by others.
USER PRIVACY
The Company respects your privacy and permits you to control the treatment of your personal information. A complete statement of the Company’s current InClass Privacy policy. The Company’s privacy policy is expressly incorporated into this Agreement by this reference. When you open an account to use or access the Website or Service, you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify the Company immediately on any unauthorized use of your account, user name, or password. The Company shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by the Company, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.
COPYRIGHT AND TRADEMARK
When accessing the Website or using the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service and the Website is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, “Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your User ID. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.
CONTRIBUTION LICENSE
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions. We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
INFRINGEMENT REPORTING PROCEDURES
If you own copyright, trademark, patent or other intellectual property rights (“IP Rights Owner”), or if you are an agent authorized to act on the IP Rights Owner’s behalf (“Authorized Agent”), and you have a good faith belief that material or products on the Website infringe the IP Rights Owner’s copyright, trademark, or other intellectual property right, and you would like to bring it to the Company’s attention, you can report your concern(s) by submitting your complaint to he Company.
DISCLAIMER OF WARRANTY
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK. NONE OF THE COMPANY, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO (A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE APP, OR (B) THE ACCURACY, COMPLETENESS OR RELIABILITY OF (I) THE CONTENT ON THE WEBSITE, INCLUDING, WITHOUT LIMITATION, MERCHANT OFFERINGS, PRODUCTS OR OTHER AVAILABLE PROGRAMS, (II) DESCRIPTIONS OF MERCHANT OFFERINGS, PRODUCTS OR OTHER AVAILABLE PROGRAMS, OR (III) USER CONTENT PROVIDED THROUGH THE WEBSITE. THE WEBSITE AND ALL CONTENT, USER CONTENT AND OTHER INFORMATION CONTAINED ON THE WEBSITE, MERCHANT OFFERINGS, PRODUCTS AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE WEBSITE, ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE OPERATION OF THE WEBSITE OR THE CONTENT, USER CONTENT OR OTHER INFORMATION CONTAINED ON THE WEBSITE OR THE MERCHANT OFFERINGS, PRODUCTS OR OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING.
LIMITATION OF LIABILITY
THE COMPANY’S LIABILITY TO YOU IS LIMITED. IN NO EVENT SHALL THE COMPANY, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, LOST PROFIT, LOST BUSINESS, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY OF THE FOLLOWING: (A) YOUR USE OF THE WEBSITE, THE CONTENT, USER CONTENT, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION, AND ANY OTHER INFORMATION EITHER CONTAINED IN THE WEBSITE OR SUBMITTED BY TO YOU TO THE WEBSITE; (B) YOUR INABILITY TO USE THE WEBSITE; (C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED ON THE WEBSITE; (D) THE MERCHANT OFFERINGS, PRODUCTS AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE WEBSITE; (E) ANY PRODUCTS OR SERVICES OTHER THAN MERCHANT OFFERINGS REDEEMED OR OBTAINED FROM A MERCHANT; (F) THESE TERMS OF USE; OR (G) ANY IMPROPER USE OF INFORMATION YOU PROVIDE TO THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION. MERCHANT IS RESPONSIBLE FOR COMPENSATING FOR ANY AND ALL CLAIMS ARISING OUT OF OFFER. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH (A)-(G) ABOVE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
ELECTRONIC COMMUNICATIONS
When you use the Website, you are communicating with us electronically and consent to receive electronic communications related to your use of the Website. We will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide on the Website or from which you otherwise email us.
AFFILIATED SITES
The Company has no control over, and no liability for any third party advertisements or materials. The Company may work with a number of partners and affiliates whose advertisement may be linked with the Website. Because neither the Company nor the Website has control over the content and performance of these partner and affiliate sites, the Company makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and the Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Website, you may have access to content items (including, but not limited to, advertisements) that are owned by third parties. You acknowledge and agree that the Company makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern your use of any and all third party content.
RELEASE
You are solely responsible for your interactions with Merchants and other users of the Website. To the extent permitted under applicable laws, you hereby release the Company from any and all claims or liability related to any product or service of a Merchant, regardless of whether such product or service is a Merchant Offering available through the Website, any action or inaction by a Merchant, including, without limitation, but not limited to any harm caused to you by action or inaction of a Merchant, a Merchant’s failure to comply with applicable law and/or failure to abide by the terms of a Merchant Offering or any other product or service purchased or obtained by you from the Merchant, and any conduct, speech or User Content, whether online or offline, of any other third-party. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
INDEMNITY
You agree to defend, indemnify and hold harmless the Company, its subsidiaries and affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including, without limitation, attorneys’ fees, arising out of, related to, or in connection with any of the following: (a) any Merchant Offerings or Products purchased by you through the Website or any additional products or services purchased or obtained by you from the Merchant; (b) any User Content submitted or posted by you, in connection with the Website, or any use of the Website in violation of these Terms of Use; (c) fraud you commit or your intentional misconduct or gross negligence; or (d) your violation of any applicable U.S., Canadian, or foreign law or rights of a third-party.
GOVERNING LAW
These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in San Diego, California, USA in all disputes arising out of or related to the use of the Website or Service.
SEVERABILITY; WAIVER
If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
CALIFORNIA USE ONLY.
The Website is controlled and operated by the Company from its offices in the State of California. The Company makes no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to the Website should not be construed as the Company’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.
ASSIGNMENT
You may not assign these Terms of Use, or any rights, benefits or obligations hereunder, by operation of law or otherwise, without the express written permission of the Company. Any attempted assignment that does not comply with these Terms of Use shall be null and void. The Company may assign these Terms of Use, in whole or in part, to any third-party in its sole discretion.
MODIFICATION
We reserve the right at all times to discontinue or modify any part of these Terms of Use in our sole discretion. If we make changes that affect your use of the Website or our services we will post notice of the change on the Terms of Use page. Any changes to these Terms of Use will be effective upon our posting of the notice; provided that these changes will not apply to Merchant Offerings prior to the effective date of such changes. If you do not agree to the changes, you may close your account and you should not use the Website or any services offered through the Website after the effective date of the changes. We suggest that you revisit our Terms of Use regularly to ensure that you stay informed of any changes. You agree that posting notice of any changes on the Terms of Use page is adequate notice to advise you of these changes, and that your continued use of the Website or our services will constitute acceptance of these changes and the Terms of Use as modified. ENTIRE AGREEMENT The Terms of Use, including, without limitation, the incorporated Privacy Statement and other terms incorporated by reference, constitute the entire agreement and understanding between you and the Company with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between you and the Company with respect to such subject matter.
ADDITIONAL DISCLOSURES
No waiver by either you or the Company of any breach or default or failure to exercise any right allowed under these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Terms of Use. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of our Terms of Use invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Use, and the remaining portions of our Terms of Use shall continue in full force and effect. The provisions of these Terms of Use apply equally to and are for the benefit of the Company, its subsidiaries, affiliates, Merchants and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly.
ACKNOWLEDGEMENT.
BY USING THE SERVICE OR ACCESSING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.
