These Terms constitute a binding legal agreement between you and New Classrooms Innovation Partners, Inc. (“New Classrooms,” “we,” “us,” and “our”). If you are using the Site, Services or Software, on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf. Please read these Terms carefully before accessing or using the Site, Software or the Services.
For purposes of these Terms and New Classrooms’ Privacy Notice, the phrases “Individual Customer” or “customers that are individuals”, means an individual or family who uses the Software or Services for personal or family use and “School Customer” means an educational institution that has purchased Software or Services and provisions accounts for individual student users.
IMPORTANT NOTICE: THESE TERMS ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE “GOVERNING LAW AND ARBITRATION” SECTION BELOW.
We reserve the right to modify these Terms at any time and in any manner at our sole discretion, including the fees for the Software or Services. Notice of any material modification of these Terms will be posted in this section of the Site, and any such modifications will be effective upon the posting of such notice. Your continued use of the Site, Software or the Services constitutes your binding acceptance of such modifications. Please check this section of the Site before using the Site, Software or the Services to determine whether a change has been made to these Terms. If you do not agree to any changes in the Terms as they may occur, please discontinue your use of the Service, Software and the Site. You agree that we are not liable to you or to any third party for any modification of the Terms.
Before you can use certain parts of the Software or Services, you may be required to register an account through the Site. If you are a customer that is an individual, you represent and warrant that you are at least 18 years of age (or, if you are over 13 but under 18 years of age, you represent and warrant that your parent or guardian has already consented to your use of the Site, Services, and Software, and has agreed to be bound by these Terms).. You also represent and warrant that you are legally entitled to enter into these Terms. You agree to provide true, accurate, current, and complete information about yourself and the users of the account as prompted by the Site’s registration form (such information, being the “Registration Data”), and you agree to maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have any reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse to offer you any and all current or future use of the Services, Software and the Site. If you are a customer who is an individual, you represent and warrant that, if you provide any personally identifiable information about a child under age 13 in order to allow them to use the Site, Software or Services, that you are the parent/legal guardian of such child and that you have provided verified parental consent to one of our School Customers as to the provision of such personally identifiable information and use of the Services by your child. If you are a customer who is an individual, you represent and warrant that, if you provide any personally identifiable information about a child under age 18 but over age 13 in order to allow them to use the Site, Software or Services, that you are the parent/legal guardian of such child and that you consent to such child’s use of the Site, Software and Services. In each case, you, as a parent or guardian of a child under 18, you agree to be bound by these terms and understand that the Privacy Notice will apply to the child’s use of the Site, Software and Service. For clarity, as stated in our Privacy Notice, we sell the Services directly to schools that use the Services for the benefit of, and allow use of the Services by, Students under 13. In such cases, we rely on these partners and/or schools to obtain verified parental consent required by the Children’s Online Privacy Protection Act of the United States (“COPPA”).
For our School Customers, as explained in New Classrooms’ Privacy Notice, New Classrooms does not use personally identifiable information (as that term is defined by the Family Educational Rights and Privacy Act) provided by the School Customer about student users for any purpose other than to provide services to the School Customer and the student user. Such information is maintained confidentially and not shared with or sold or otherwise provided to third parties (other than data hosting and support service providers in the normal course of provision of the Services to the School Customer), unless specifically requested by our School Customer to do so. As a School Customer, if you request that New Classrooms share any information provided by you or your student users directly with a third party designated by you, then you agree that you (and not New Classrooms) will be solely responsible for the use, storage, and maintenance of such information by such third party. Additionally, to the extent that New Classrooms collects, uses, or discloses any personal information (as that term is defined by COPPA) from children under the age of 13, that information is used solely to permit New Classrooms to provide services to the School Customer and the student user.
You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You are solely responsible for any activity related to your account. If you suspect any unauthorized use of your account, you will notify us immediately. You acknowledge and agree that we may preserve user information and may also disclose user information, if required to do so by law or if we believe, in good faith, that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content (as defined herein) violates the rights of third parties; or (d) protect the rights, property, or personal safety of New Classrooms, its users, or the public. Without limiting the foregoing, parents, legal guardians, and school officials who have registered accounts understand that they are responsible for the acts and activities of their minor children in connection with any use of the Site, Software, and/or Services, and that the Privacy Notice will apply to any use of the Site, Software and/or Services by a minor child.
You shall comply with all applicable laws of each location in which you access the Services.
Fee Based Services and Software
Some Services and Software may be offered to you on a fee basis. All fees are quoted and must be paid in U.S. Dollars. If you purchase fee-based Services or Software, you will be responsible for any sales, use or other taxes payable in connection with such fee-based Services or Software. Any account name, password, or user ID supplied to you in connection with any fee-based Services or Software you purchase is personal to you and the members of your household, and you may not transfer or make available your account name, password, or user ID to others. Any distribution by you of such account name, password, and/or user ID may result in cancellation of the fee-based Services and Software without refund and the imposition of additional charges based on your unauthorized use.
Pricing information displayed on the Services and Software is subject to change. We may increase or decrease fees as we deem necessary. In addition, we have no control of fee adjustments made by third parties. All fees are final, non-refundable and shall be paid by you immediately when due. Except as expressly stated in these Terms or on the Site, we have no obligation to provide refunds or credits, but may grant them, in each case in our sole discretion. As a user of the Services and Software offered on a fee basis, you agree that you shall: (i) as a condition to requesting such Services or Software, provide a valid credit card or other authorized payment method; and (ii) pay for all Services and Software that you request. You expressly authorize New Classrooms and its third party payment processor (currently Stripe) to charge the payment method you provide for any fee-based Services and Software you request. You also expressly authorize New Classroom to set the prices for all charges and fees that apply to the provision of such Services and Software. Your selection of the applicable checkout confirmation button on the checkout page is your electronic signature and you agree that (a) this signature is the legal equivalent of your wet or manual signature and (b) this transaction is equivalent to an in-person transaction where your payment method is physically present.
Some Services and Software are also accessible via mobile devices, and you acknowledge that certain mobile carrier charges may apply, including SMS messaging charges and data charges.
The Site, Software and the Services may allow you and other third parties to post data, text, code, messages, opinions, advice, statements, reviews, comments, links, files, photos and videos, and other materials and information (collectively, “Content”). All Content, whether publicly posted on or privately transmitted via the Site, Software or the Services, is the sole responsibility of the person from whom the Content originated and not of New Classrooms, or its directors, officers, or employees. New Classrooms may review and delete any Content, in whole or in part, that in the sole judgment of New Classrooms violates these Terms or that might be offensive, illegal, or that might violate the rights of or harm any third parties. Under no circumstances will New Classrooms or its directors, officers, employees, agents, representatives, partners, or affiliates be held liable for any loss or damage caused by your reliance on Content obtained through the Site, Software or the Services. It is your responsibility to evaluate the Content available through the Services, Software or the Site. Although Content will not be pre-screened or reviewed, we reserve the right to refuse or delete any Content; you therefore are solely responsible for keeping a duplicate copy of all your Content.
DO NOT SUBMIT OR DISTRIBUTE ANY UNSOLICITED SUBMISSIONS; NO IMPLIED CONTRACT.
New Classrooms shall be free to use any such ideas, concepts, know-how, or techniques contained in any communication you send to the Site for any purpose whatsoever (collectively, “Feedback”), including but not limited to developing, manufacturing and marketing products using such Feedback and shall not be liable to you or to any person claiming through you for any exploitation or disclosure of any Feedback. In furtherance of the foregoing, you hereby assign to New Classrooms all right, title and interest in and to the Feedback.
When you post Content, you hereby grant (or warrant that the owner of the Content grants) us and each user of the Site, Software or the Services a royalty-free, perpetual, irrevocable, fully sublicensable, worldwide, non-exclusive, transferable, right to use, reproduce, modify, translate, adapt, publish, create derivative works of, transmit, distribute, perform, display, delete (in whole or in part), and incorporate the Content for any purpose and without acknowledgement to you. By posting or providing Content, you represent and warrant that public posting and use of your Content by us and any of our users will not infringe on, misappropriate or otherwise violate the rights of any third party.
In addition subject to the terms of this Agreement, we grant to you a limited, personal, non-exclusive, non-transferable license to use the Software and Services made available to you by us. Your right to access the Service will be limited by the terms of this Agreement. Except for this license granted to you, we retain all right, title, and interest in and to the Software and the Services, including all related intellectual property rights. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, you will not, and will not permit or authorize third parties to: (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Software and/or Services; (b) rent, lease, or sublicense the Software and/or Services; (c) circumvent or disable any security or technological features or measures in the Software and/or Services; or (d) reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purpose, any portion of the Service or Software.
Usage Guidelines and Restrictions
You agree not to use the Site, Software or the Services to:
1. transmit any Content that contains personally identifying information (such as actual names, phone numbers, mailing addresses, e-mail addresses and URL);
2. transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
3. harm minors in any way;
4. impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity, including a school;
5. transmit Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights (“Rights”) of any party;
6. transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation;
7. transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
8. interfere with or disrupt the Services, Software, the Site, or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;
9. intentionally or unintentionally violate any applicable local, state, national, or international law, “stalk” or otherwise harass another, or collect or store personal data about other users;
10. use any automated means to access the Site, Software or the Services or collect any information from the Site, Software or the Services (including, without limitation, robots, spiders, or scripts); or
11. frame the Site, Software or the Services, utilize framing techniques to enclose any service mark, logo, or other proprietary information, place pop-up windows over its pages, or otherwise affect the display of its pages. This means, among other activities, that you must not engage in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information.
You agree that New Classrooms in its sole discretion, may terminate your password, account (or any part thereof), and use of the Site, Software and the Services, and remove and discard any Content within the Site, for any reason, including, without limitation, for lack of use or if New Classrooms believes that you have violated or acted inconsistently with the letter or spirit of these Terms. New Classrooms may also in its sole discretion and at any time modify or discontinue providing the Site or the Services, or any part thereof, with or without notice. You agree that any modification or termination of your access to the Site, Software or the Services may be effected without prior notice, and you acknowledge and agree that New Classrooms may immediately deactivate or delete your account and all related information and Content in your account and bar any further access to such information or to the Site, Software or the Services. Further, you agree that New Classrooms shall not be liable to you or any third party for any modification or termination of your access to the Site, Software, or the Services. New Classrooms also reserves the right to bring legal action against you for any loss or damage that it may suffer as a result of your violation of the Terms.
Any personal information submitted on the Site or through the Software or the Services is subject to our Privacy Notice, the terms of which are incorporated into these Terms. Please review our Privacy Notice carefully.
Disclaimers of Warranties; Limitations on Liability
THE SITE, SOFTWARE, AND THE SERVICES (INCLUDING ALL CONTENT) ARE PROVIDED “AS IS”; NEW CLASSROOMS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, THE CONTENT, THE SITE, THE SOFTWARE, OR ANY CONTENTS THEREIN. NEW CLASSROOMS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN PROVIDING THE SERVICES, THE SITE, THE SOFTWARE OR THE CONTENT, ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE CONTENT, OR ANY CONDUCT BY USERS OF THE SITE. NEW CLASSROOMS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE SERVICES, THE SOFTWARE, THE CONTENT, AND THE SITE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AUTHENTICITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, NEW CLASSROOMS DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON OR ACCESSIBLE VIA THE SITE OR SOFTWARE, OR THROUGH THE SERVICES IS COMPLETE, ACCURATE, CURRENT OR WILL BE UPDATED OR CORRECTED; THAT THE SITE, SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SITE, SOFTWARE OR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT ANY DEFECTS WILL BE CORRECTED. NEW CLASSROOMS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. WHILE NEW CLASSROOMS ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE, THE SERVICES, AND THE SOFTWARE SAFE, NEW CLASSROOMS CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SOFTWARE, OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. YOUR SOLE REMEDY IN THE EVENT OF ANY DEFICIENCY, ERROR, OR INACCURACY IN THE SITE, SOFTWARE OR SERVICES SHALL BE TO REQUEST THAT NEW CLASSROOMS CORRECT THE MATTER OR, IF NEW CLASSROOMS FAILS TO DO SO, TO DISCONTINUE YOUR USE OF THE SITE, SOFTWARE, AND SERVICES. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE, SOFTWARE OR SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR DEVICE, OR FOR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
NEW CLASSROOMS’ AND ITS AFFILIATES’, SUPPLIERS’, AND THEIR RESPECTIVE OFFICERS’, DIRECTORS’, EMPLOYEES’, AGENTS’, AND REPRESENTATIVES’ LIABILITY UNDER THESE TERMS IS LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. NEW CLASSROOMS AND ITS AFFILIATES, SUPPLIERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES WILL NOT BE HELD LIABLE FOR ANY INDIRECT OR SPECULATIVE DAMAGES (INCLUDING, WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES) INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, AND LOSS OF PROFITS, REGARDLESS OF WHETHER THESE PARTIES HAD ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. NEW CLASSROOMS’S AND ITS AFFILIATES’, SUPPLIERS’, AND THEIR RESPECTIVE OFFICERS’, DIRECTORS’, EMPLOYEES’, AGENTS’, AND REPRESENTATIVES’ TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES, THE SOFTWARE, THE CONTENT, THE SITE OR THESE TERMS, WHETHER IN CONTRACT OR IN TORT, SHALL NOT EXCEED $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE FEES WE CHARGE, IF ANY, AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THESE TERMS. Some states do not allow the foregoing limitations of liability, so they may not apply to you. ANY AND ALL PORTIONS OF THIS DISCLAIMER SHALL AUTOMATICALLY APPLY TO ALL IMPROVEMENTS AND/OR AMENDMENTS AS THEY APPEAR ON THE SITE, SERVICES AND/OR THE SOFTWARE. If you are dissatisfied with the Site, Services and/or Software, or with any terms, conditions, rules, policies, guidelines or practices of using the Site, Services and/or Software, your sole remedy is to discontinue using the Site, Services and/or Software.
You agree to indemnify, defend and hold New Classrooms and its directors, officers, employees, agents, representatives, partners, or affiliates harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of, resulting from or connected with the use, modification, misinterpretation, misuse, or reuse by you of the Site, the Software, the Services, or Content, including without limitation in violation of these Terms. For the avoidance of doubt, your indemnification obligations described in this section will not apply in the event that a loss, liability, claim, or demand is caused by our gross negligence.
Links and Advertising
From time to time, we may provide, or third parties may provide, links to other Web sites or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any sites to which links may be provided, and you hereby waive any claim you might have against us, with respect to such sites. We make no representation or warranty as to the security of links to other websites, nor does we make any representation or warranty as to whether such links or such other websites are free of viruses or other forms of data corruption. In addition, e will not and cannot censor or edit the content of any third party website. By using the Site, Software or Services, you expressly relieve New Classrooms from any and all liability arising from your use of any third party website. If you choose to use any such third party websites, you do so at your own risk. NEW CLASSROOMS IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE CONTAINED OUTSIDE THE SITE.
Your correspondence or business dealings with, or participation in promotions of, other users, advertisers, or partners found on or through the Site, Software or the Services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such user, advertiser, or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or partners on the Site, Software or the Services.
Governing Law and Arbitration
THESE TERMS ARE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF NEW YORK, U.S.A., AS SUCH LAWS ARE APPLIED TO AGREEMENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK BETWEEN NEW YORK RESIDENTS. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, THE SOFTWARE, OR THE SITE WILL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM WILL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND WILL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. UNLESS NEW CLASSROOMS AND YOU AGREE OTHERWISE, ANY ARBITRATION HEARINGS WILL TAKE PLACE IN THE COUNTY (OR PARISH) OF YOUR BILLING ADDRESS; PROVIDED, THAT ANY JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. THE AWARD OF THE ARBITRATOR WILL BE FINAL AND BINDING UPON THE PARTIES WITHOUT APPEAL OR REVIEW EXCEPT AS PERMITTED BY NEW YORK LAW. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK ANY INTERIM OR PRELIMINARY INJUNCTIVE RELIEF FROM ANY COURT OF COMPETENT JURISDICTION, AS NECESSARY TO PROTECT THE PARTY’S RIGHTS OR PROPERTY PENDING THE COMPLETION OF ARBITRATION. BY USING THE SITE, SOFTWARE OR THE SERVICES, YOU CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, U.S.A. NEW CLASSROOMS WILL PAY ALL COSTS OF ARBITRATION, NO MATTER WHO WINS, SO LONG AS YOUR CLAIM IS NOT FRIVOLOUS. HOWEVER, IN ARBITRATION, BOTH YOU AND NEW CLASSROOMS WILL BE ENTITLED TO RECOVER ATTORNEYS´ FEES FROM THE OTHER PARTY TO THE SAME EXTENT AS YOU WOULD BE IN COURT.
New Classrooms controls and operates this Site from its offices in New York, New York, United States of America and makes no representation that these materials are appropriate or available for use in other locations. If you use this Site, Software and Services from other locations you are responsible for compliance with applicable local laws. If any portion of these terms is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law to the greatest extent possible and the remainder of the provisions shall remain in full force and effect.
New Classrooms’ failure to act in a particular circumstance does not waive its ability to act with respect to that circumstance or similar circumstances. By using the Site, Software or the Services, you consent to receiving electronic communications from New Classrooms. These communications will include notices about your account and information concerning or related to the Software or Services. You agree that any notice, agreements, disclosure, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. New Classrooms is excused for any failure to perform to the extent that its performance is prevented by any reason outside of its control. In these Terms, the word “including” shall be construed as if followed by the words “but not limited to.” These Terms, together with our Privacy Notice, comprise the entire agreement between you and New Classrooms and supersede all prior agreements between the parties regarding the subject matter contained herein.
If you have questions regarding these Terms, contact us at 212-920-6130 or email@example.com.