SchoolHouse Terms & Conditions Agreement - United States

Effective date: September 23, 2020
Last updated: September 23, 2020

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY.  THIS WEBSITE AND ANY OTHER WEBSITES OF NEW CLASS, INC., D/B/A SCHOOLHOUSE (“SCHOOLHOUSE”), ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “WEBSITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY SCHOOLHOUSE.  THESE TERMS OF USE GOVERN THE USE OF THE WEBSITE AND APPLY TO ALL INTERNET USERS VISITING THE WEBSITE.  BY ACCESSING OR USING THE WEBSITE IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”), BY THE WEBSITE YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SCHOOLHOUSE OR, IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SCHOOLHOUSE, YOU MUST REVIEW THESE TERMS OF USE WITH A PARENT OR LEGAL GUARDIAN TO ENSURE THE PARENT OR LEGAL GUARDIAN ACKNOWLEDGES AND AGREES TO THESE TERMS OF USE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE INDIVIDUAL YOU HAVE NAMED AS THE USER.  THE TERM “YOU” REFERS TO THE INDIVIDUAL IDENTIFIED AS THE USER BROWSING THE WEBSITE AND/OR THE PARENT OR GUARDIAN OF SUCH USER.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

PLEASE BE AWARE THAT SECTION 1.3 (SCHOOLHOUSE COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”

PLEASE NOTE THAT THESE TERMS OF USE ARE SUBJECT TO CHANGE BY SCHOOLHOUSE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, SchoolHouse will make a new copy of the Terms of Use available at the Website. We will also update the “Last Updated” date at the top of these Terms of Use. Any changes to these Terms of Use will be effective immediately for new users of the Website and/or Services and will be effective thirty (30) days after posting notice of such changes on the Website. If you do not agree to any change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. Use of the Services and SchoolHouse Properties

The Website, the Services, and the information and content available on the Website and in the Services (as these terms are defined herein) (each, a “SchoolHouse Property” and collectively, the “SchoolHouse Properties”) are protected by copyright laws throughout the world. Unless otherwise specified by SchoolHouse in a separate license, your right to use any and all SchoolHouse Properties is subject to the Agreement

1.1 Updates

You acknowledge and agree that SchoolHouse may update SchoolHouse Properties with or without notifying you.

1.2 Certain Restrictions

The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit SchoolHouse Properties or any portion of SchoolHouse Properties, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other SchoolHouse Properties (including images, text, page layout or form) of SchoolHouse; (c) you shall not use any metatags or other “hidden text” using SchoolHouse’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of SchoolHouse Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of SchoolHouse Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in SchoolHouse Properties. Any future release, update or other addition to SchoolHouse Properties shall be subject to the Agreement. SchoolHouse, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any SchoolHouse Property terminates the licenses granted by SchoolHouse pursuant to the Agreement.

1.3 SchoolHouse Communications

By entering into this Agreement or using the SchoolHouse Properties, you agree to receive communications from us, including via e-mail and calls.  You agree that calls or prerecorded messages may be generated by automatic telephone dialing systems.  Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your use of the SchoolHouse Properties, updates concerning new and existing features to the SchoolHouse Properties, communications concerning promotions run by us or our third-party partners, and news concerning the SchoolHouse and industry developments.  IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.  

2. Responsibility for Content

2.1 Types of Content

You acknowledge that all any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through SchoolHouse Properties (collectively, “Content”), including SchoolHouse Properties, is the sole responsibility of the party from which such Content originated. This means that you, and not SchoolHouse, are entirely responsible for all Content that you e-mail, transmit or otherwise make available (“Make Available”) through SchoolHouse Properties (“Your Content”), and that you and other users of SchoolHouse Properties (“Users”), and not SchoolHouse, are similarly responsible for all Content that you and they Make Available through SchoolHouse Properties (“User Content”).

2.2 No Obligation to Pre-Screen Content

You acknowledge that SchoolHouse has no obligation to pre-screen Content (including, but not limited to, User Content), although SchoolHouse reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.  In the event that SchoolHouse pre-screens, refuses or removes any Content, you acknowledge that SchoolHouse will do so for SchoolHouse’s benefit, not yours.  Without limiting the foregoing, SchoolHouse shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.

2.3 Storage

Unless expressly agreed to by SchoolHouse in writing elsewhere, SchoolHouse has no obligation to store any of Your Content that you Make Available on SchoolHouse Properties.  SchoolHouse has no responsibility or liability for:  (i) the deletion or accuracy of any Content, including Your Content; and/or (ii) the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of SchoolHouse Properties.  You agree that SchoolHouse retains the right to create reasonable limits on SchoolHouse’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by SchoolHouse in its sole discretion. 

3. Ownership

3.1 SchoolHouse Properties

Except with respect to Your Content and User Content, you agree that SchoolHouse and its suppliers own all rights, title and interest in SchoolHouse Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any SchoolHouse Properties.

3.2 Trademarks

SchoolHouse’s stylized name and all related graphics, logos, service marks and trade names used on or in connection with any SchoolHouse Properties or in connection with the Services are the trademarks of SchoolHouse and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in SchoolHouse Properties are the property of their respective owners.

3.3 Your Content

SchoolHouse does not claim ownership of Your Content. However, when you Make Available Your Content to SchoolHouse, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

3.4 License to your content

You grant SchoolHouse a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing SchoolHouse Properties to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you Make Available to SchoolHouse and that SchoolHouse subsequently posts to any “public” area of SchoolHouse Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not SchoolHouse, are responsible for all of Your Content that you Make Available to SchoolHouse.

3.5 Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals you submit to SchoolHouse (“Feedback”) is at your own risk and that SchoolHouse has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to SchoolHouse a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of SchoolHouse Properties and/or SchoolHouse’s business.

4. User Conduct

As a condition of use, you agree not to use SchoolHouse Properties for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party to) either (a) take any action or (b) Make Available any Content on or through SchoolHouse Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without SchoolHouse’s prior written consent; (v) impersonates any person or entity, including any employee or representative of SchoolHouse; (vi) interferes with or attempts to interfere with the proper functioning of SchoolHouse Properties or uses SchoolHouse Properties in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engages in any potentially harmful acts that are directed against SchoolHouse Properties, including but not limited to violating or attempting to violate any security features of SchoolHouse Properties using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in SchoolHouse Properties, introducing viruses, worms, or similar harmful code into SchoolHouse Properties, or interfering or attempting to interfere with the use of SchoolHouse Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” SchoolHouse Properties.

5. Investigations

SchoolHouse may, but is not obligated to, monitor or review SchoolHouse Properties and Content at any time. Without limiting the foregoing, SchoolHouse shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although SchoolHouse does not generally monitor user activity occurring in connection with SchoolHouse Properties or Content, if SchoolHouse becomes aware of any possible violations by you of any provision of the Agreement, SchoolHouse reserves the right to investigate such violations, and SchoolHouse may, at its sole discretion, immediately terminate your license to use SchoolHouse Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

6. Interactions With Other Users

6.1 User Responsibility

You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that SchoolHouse reserves the right, but has no obligation, to intercede in such disputes. You agree that SchoolHouse will not be responsible for any liability incurred as the result of such interactions.

6.2 Content provided by other users

SchoolHouse Properties may contain User Content provided by other Users. SchoolHouse is not responsible for and does not control User Content. SchoolHouse has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Users at your own risk.

7. Indemnification

You agree to indemnify and hold harmless SchoolHouse, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “SchoolHouse Party” and collectively, the “SchoolHouse Parties”) from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any SchoolHouse Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations.  SchoolHouse reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with SchoolHouse in asserting any available defenses.  This provision does not require you to indemnify any of the SchoolHouse Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder.  You agree that the provisions in this section will survive any termination of the Services, the Agreement and/or your access to SchoolHouse Properties.

8. Disclaimer of Warranties and Conditions

8.1 As Is

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

  1. SCHOOLHOUSE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SCHOOLHOUSE PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SCHOOLHOUSE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SCHOOLHOUSE PROPERTIES WILL BE ACCURATE OR RELIABLE.
  2. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH SCHOOLHOUSE PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS SCHOOLHOUSE PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
  3. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SCHOOLHOUSE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
  4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SCHOOLHOUSE OR THROUGH SCHOOLHOUSE PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
  5. FROM TIME TO TIME, SCHOOLHOUSE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SCHOOLHOUSE’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

8.2 No Liability for conduct of third parties

YOU ACKNOWLEDGE AND AGREE THAT SCHOOLHOUSE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SCHOOLHOUSE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

8.3 No Liability for conduct of Other Users

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF SCHOOLHOUSE PROPERTIES. YOU UNDERSTAND THAT SCHOOLHOUSE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF SCHOOLHOUSE PROPERTIES. SCHOOLHOUSE MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SCHOOLHOUSE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH SCHOOLHOUSE PROPERTIES.

8.4 Third party materials

As a part of SchoolHouse Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for SchoolHouse to monitor such materials and that you access these materials at your own risk.

9. Limitation of Liability

9.1 Disclaimer of Certain Damages

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL SCHOOLHOUSE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SCHOOLHOUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF SCHOOLHOUSE PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE SCHOOLHOUSE PROPERTIES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH SCHOOLHOUSE PROPERTIES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SCHOOLHOUSE PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO SCHOOLHOUSE PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A SCHOOLHOUSE PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SCHOOLHOUSE PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SCHOOLHOUSE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

9.2 Cap on liability

TO THE FULLEST EXTENT PROVIDED BY LAW, SCHOOLHOUSE PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO SCHOOLHOUSE BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (b) $100; OR (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SCHOOLHOUSE PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SCHOOLHOUSE PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SCHOOLHOUSE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

9.3 User Content

EXCEPT FOR SCHOOLHOUSE’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE SCHOOLHOUSE’S PRIVACY POLICY, SCHOOLHOUSE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT) OR USER COMMUNICATIONS.

9.4 Exclusion of Damages

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

9.3 Basis of the Bargain

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SCHOOLHOUSE AND YOU.

10. Procedure for Making Claims of Copyright Infringement

It is SchoolHouse’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to SchoolHouse by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on SchoolHouse Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on SchoolHouse Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

11. Monitoring and Enforcement

SchoolHouse reserves the right to: (a) remove or refuse to post any of your Content for any or no reason in our sole discretion; (b) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the SchoolHouse Properties or the public, or could create liability for the SchoolHouse; (c) disclose your identity or other information about you to any third party who claims that Your Content violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the SchoolHouse Properties; and/or (e) terminate or suspend your access to all or part of the SchoolHouse Properties for any or no reason, including without limitation, any violation of this Agreement.

If SchoolHouse becomes aware of any possible violations by you of the Agreement, SchoolHouse reserves the right to investigate such violations. If, as a result of the investigation, SchoolHouse believes that criminal activity has occurred, SchoolHouse reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. SchoolHouse is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in SchoolHouse Properties, including Your Content, in SchoolHouse’s possession in connection with your use of SchoolHouse Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of SchoolHouse, its Users or the public, and all enforcement or other government officials, as SchoolHouse in its sole discretion believes to be necessary or appropriate.

12. Term and Termination

12.1 Term

The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use SchoolHouse Properties.

12.2 Prior use

Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used SchoolHouse Properties or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any SchoolHouse Properties, unless earlier terminated in accordance with the Agreement.

12.3 Effect of Termination

Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.  SchoolHouse will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

13. International Users

SchoolHouse Properties may be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that SchoolHouse intends to announce such Services or Content in your country. SchoolHouse Properties are controlled and offered by SchoolHouse from its facilities in the United States of America. SchoolHouse makes no representations that SchoolHouse Properties are appropriate or available for use in other locations. Those who access or use SchoolHouse Properties from other countries do so at their own volition and are responsible for compliance with local law.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, United States of America. Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts for the county in which SchoolHouse’s principal place of business is located, and each party agrees to submit to the jurisdiction of such courts.

15. Third-Party Services

15.1 Third-Party Websites

SchoolHouse Properties may contain links to third-party websites (“Third-Party Websites”). When you click on a link to a Third-Party Website we will not warn you that you have left SchoolHouse Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites are not under the control of SchoolHouse. SchoolHouse is not responsible for any Third-Party Websites. SchoolHouse provides links to these Third-Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or any product or service provided in connection therewith. You use all links in Third-Party Websites at your own risk. When you leave our Website, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

16. General Provisions

16.1 Electronic Communications

The communications between you and SchoolHouse may take place via electronic means, whether you visit SchoolHouse Properties or send SchoolHouse e-mails, or whether SchoolHouse posts notices on SchoolHouse Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from SchoolHouse in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SchoolHouse provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

16.2 Release

You hereby release SchoolHouse Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of SchoolHouse Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of SchoolHouse Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a SchoolHouse Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.

16.3 Assignment

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without SchoolHouse’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

16.4 Force Majeure

SchoolHouse shall not be liable for any delay or failure to perform resulting from causes outside of its reasonable control (regardless of whether any such cause, or the effect(s) thereof, may have been foreseeable or unforeseeable), including, but not limited to, acts of God, epidemics, pandemics (including Covid-19), war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

16.5 Questions, Complaints, Claims

If you have any questions, complaints or claims with respect to SchoolHouse Properties, please contact us at: info@getschoolhouse.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

16.6 Governing Law; Exclusive venue

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, United States of America. Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts for the county in which SchoolHouse’s principal place of business is located, and each party agrees to submit to the jurisdiction of such courts.

16.7 Notice

Where SchoolHouse requires that you provide an e-mail address, you are responsible for providing SchoolHouse with your most current e-mail address. In the event that the last e-mail address you provided to SchoolHouse is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, SchoolHouse’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to SchoolHouse at the following address: 100 Jane Street, Apartment 2B, New York, New York 10014. Such notice shall be deemed given when received by SchoolHouse by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

16.8 Waiver

Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

16.9 Severability

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

16.10 Export Control

Each party agrees to comply with all export laws and regulations of the United States and any other applicable jurisdiction.

16.11 consumer Complaints

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

16.12 Entire Agreement

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.