Terms Of Use | ClassWallet

Effective as of: April 6, 2016 Please read these “Terms of Service” carefully prior to registering to use or using the service we provide via www.ClassWallet.com (“Service”), or submitting information to Kleo, Inc. d/b/a ClassWallet (“ClassWallet”). By doing any of the foregoing, you agree to be bound by these Terms of Service, which includes our Privacy Policy. If you do not agree with these Terms of Service, you are not authorized to use the Service, and your sole remedy is to stop accessing and using the Service.

THE SERVICE

ClassWallet’s Service provides a platform to assist you with raising, managing and distributing educational funds. Upon registering for an account to use the Service, ClassWallet will grant you a right to access and use the Service.

USE OF THIS WEBSITE AND THE SERVICE

By visiting, registering to use or using the Service, and/or submitting information to ClassWallet, you represent to ClassWallet that you (i) are a legal entity or of legal age to agree to these Terms of Service; (ii) agree to comply with all applicable rules, regulations, and laws regarding online conduct and transmission of information; and (iii) agree to be bound by these Terms of Service, which includes our Privacy Policy. To determine your compliance with these Terms of Service, we reserve the right, but are not obligated, to monitor your use of the Service. You are only entitled to use the Service for lawful purposes and pursuant to these Terms of Service. Your use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of www.ClassWallet.com (“Website”), or other actions that we may take in our sole discretion and from time to time. We reserve the right to modify, suspend, or discontinue the availability of this Website, and/or Service or any portion or feature of this Website, and/or the Service at any time and in our sole discretion and without prior notice. For current customers, recent data and records provided via or produced by use of the Service are live, and after 2 years, such data and records are archived. ClassWallet reserves the right to archive data and records of former customers commencing 30 days after the cancellation of their account and use of the Service. ClassWallet also reserves the right to charge a reasonable retrieval fee to provide access to archived data and records. ClassWallet makes no representation or warranty that any archived data and records will be permanently stored, and ClassWallet reserves the right, but will have no obligation, to delete archived data and records. You, and not ClassWallet, are solely responsible for maintaining, protecting, backing-up and providing redundant access to your data and records. Although the Service is accessible worldwide, the Service is neither designed nor intended for use outside the United States. Those who choose to access the Service from locations outside the United States do so on their own initiative and at their own risk and are responsible for compliance with all local laws. We reserve the right, at any time and in our sole discretion, to limit the availability and/or use of the Service to any person, geographic area, or jurisdiction.

CANCELLATION

You may cancel your account and use of the Service at anytime by clicking on the cancellation button on your account settings. You are solely responsible for both properly canceling and verifying the cancellation of your account and use of the Service. Once you cancel your account, your information may no longer be available or accessible and the cancellation will take effect immediately. In the event of a breach by you of an obligation set forth in these Terms of Service, ClassWallet may, with or without notice, suspend or immediately cancel your account and access to the Service. ClassWallet may determine whether or not to reinstate your access account and access to the service at ClassWallet’s sole discretion.

ACCEPTABLE USE POLICY

This Acceptable Use Policy governs your conduct when visiting, registering to use or using this Website or the Service and/or submitting information to us.

Code of Conduct

You agree that you shall not, and you shall not attempt, or otherwise authorize, encourage, or support a third party’s attempts, to do any of the following:

use this Website or the Service for any unlawful personal, commercial, research, or information gathering purposes;
circumvent, re-engineer, decompile, decrypt, break, or otherwise alter or interfere with this Website or the Service;
breach or otherwise circumvent any security or authentication measures for this Website or the Service;
probe, scan or test the vulnerability of this Website or the Service or any network associated with this Website or the Service;
create derivative works of or reproduce, modify, distribute, sell, or otherwise transfer any rights in or to any of the content of this Website or the Service;
use or access this Website or the Service if you are a direct competitor of Company;
use or access this Website or the Service for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes;
meta tag, frame, or mirror this Website or the Service;
restrict, inhibit, or prevent any access to, use or enjoyment of this Website or the Service;
use any search engine, software, tool, agent or other device or mechanism, including, without limitation, browsers, spiders, robots, scraper, avatars or intelligent agents, deep link, or other similar automated device, program, algorithm, or methodology (other than those made available by Company on this Website or the Service or other generally available third party web browsers, e.g., Firefox or Safari), to access, acquire, copy, monitor, navigate, or search this Website or the Service;
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, data mine, scrape, or in any way reproduce or circumvent the navigational structure or presentation of this Website or the Service, or the contents of this Website or the Service;
plant or otherwise use this Website or the Service to distribute malware;
send altered, deceptive or false source-identifying information, including spoofing or phishing;
send unsolicited communications or SPAM;
promote or advertise products or services, except as expressly authorized by Company in writing in advance; or impersonate or misrepresent your affiliation with any other person or entity.

You also agree that you shall comply with the Code of Conduct by not transmitting, submitting or posting any of the following to this Website or the Service:

information that is false, inaccurate, incomplete, untimely or misleading;
information that violates any law, statute, ordinance or regulation;
information that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to Company or third parties or that infringes on Company’s or any third party’s rights of publicity or privacy;
information that contains any viruses, worms, Trojan horses, trap doors, back doors, Easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
information containing or constituting chain letters, mass mailings, political campaigning, unsolicited or unauthorized advertising, or any form of SPAM;
commercial advertisements or solicitations without prior written permission from Company;
information that infringes Company’s or any third party’s copyright, patent, trademark, trade secret or other confidential and/or proprietary rights or copyrighted and/or trademarked information without prior written permission from Company.

SynapseFI SERVICES

Bank services are provided by Evolve Bank, Member FDIC, through our banking software provider, SynapseFI. To access their Terms of Service, click here: https://synapsefi.com/tos. To access their privacy policy click here: https://synapsefi.com/privacy. To report a complaint relating to the bank services, email help@synapsefi.com.

DMCA POLICY

We respect the intellectual property rights of our customers and third parties, and we comply with the Digital Millennium Copyright Act of 1988 (“DMCA”). This DMCA Policy addresses how we handle notices of alleged copyright infringement appearing on this Website.

Notification

Pursuant to the DMCA, notifications (each, a “Notification”) of alleged copyright infringement appearing on this Website must be sent in writing to Company’s designated agent (“Designated Agent”) as follows: ClassWallet Attn: Designated Agent 6100 Hollywood Blvd., Suite 108 Hollywood, FL 33024 E-mail: info@ClassWallet.com Pursuant to Title 17, U.S. Code, Section 512(c)(3), the Notification must include the following:

A physical or electronic signature of a person authorized to act on behalf of the owner (“Complaining Party”) of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single Notification, a representative list of such works;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;
Information reasonably sufficient to permit Company to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the Complaining Party may be contacted;
A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement under penalty of perjury that the information in the Notification is accurate and that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Upon receipt of the written Notification containing the information as outlined in 1 through 6 above, and pursuant to Title 17, U.S. Code, Section 512(c)(3):

Company will remove or disable access to the material that is alleged to be infringing;
Company will attempt to forward the written Notification to the alleged infringer; and
Company will take reasonable steps to attempt to notify the alleged infringer that Company has removed or disabled access to the material.

Counter Notification

Pursuant to Title 17, U.S. Code, Section 512(g)(3), a party may counter a Notification by providing a written communication (each, a “Counter Notification”) to Company’s Designated Agent that includes substantially the following:

A physical or electronic signature of the party;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the party has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
The party’s name, address, and telephone number;
A statement that the party consents to the jurisdiction of Federal District Court for the judicial district in which the party is located, or if the party’s address is outside of the U.S., for any judicial district in which the Website may be found, and that the party will accept service of process from the person who provided the Notification or an agent of such person.

Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above, and pursuant to Title 17, U.S. Code, Section 512(g)(2):

Company will attempt to provide the Complaining Party with a copy of the Counter Notification;
Company will attempt to inform the Complaining Party that Company will replace the removed material or cease disabling access to the removed material within 10 business days;
Company will replace the removed material or cease disabling access to the removed material within 14 business days following receipt of the Counter Notification, provided Company’s Designated Agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain the party providing the Counter Notification from engaging in infringing activity relating to the removed material on Company’s network or system.

Repeat Infringers

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

USERNAMES AND PASSWORDS

Use of the Service requires that you register an account for the Service with a username and password. Your username and password will allow you to log in to and access the Service. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY, MAINTENANCE, AND PROPER USE OF YOUR USERNAME AND PASSWORD AND SOLELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You agree not to disclose any usernames or passwords to any third party and not to permit any third party to make use of any username or password. You also agree to use proper termination procedures at the end of each session during which you access the Service, including full termination of your connection with the Service. You shall immediately notify ClassWallet by e-mail if you become aware of any actual or suspected unauthorized access to or use of the Service by any party or any other actual or potential security breach involving the Service. ClassWallet may, in our sole discretion and at any time, decide to change your username or password upon notice to you. If you discover at any time that you have been granted access to any information or documents contained on this Website and/or the Service that you are not authorized to access or view, you shall (i) immediately cease any access to such information; (ii) take reasonable steps to prevent the disclosure of any such unauthorized information; and (iii) immediately inform ClassWallet of this situation by e-mail.

SECURITY AND PRIVACY OVERVIEW

ClassWallet has implemented security safeguards and backup procedures to protect the data you submit to ClassWallet. To learn more about how we collect, store, use and disclose the information you provide, please review our Privacy Policy or send an email to us at info@ClassWallet.com if you have additional questions.

API

Your use of the Service may require you to download an application program interface (“API”). ClassWallet hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the API solely to provide information and data to ClassWallet through the Service in connection with your use of the Service. Your license to use the API is automatically revoked if you violate these Terms of Service or our Privacy Policy. We hereby reserve all rights not expressly granted to you in this license. From time to time, our Service may update the API on your device automatically when a new version is available, and you hereby authorize such updates. Excessive use of the API (determined at the sole discretion of ClassWallet) to access the Service or for any other reason may result in a suspension or cancellation of your account.

INTELLECTUAL PROPERTY RIGHTS

The name “ClassWallet” and “the Service”, and other trade names, URLs, website domain names, and mobile application names owned or operated by ClassWallet, and ClassWallet’s graphics, logos, page headers, button icons, scripts, service names, and trade names are copyrights, service marks, trademarks and/or trade dress of ClassWallet. You may not use any of these proprietary marks without our prior, express written permission. We make no proprietary claim to any third party names, copyrights, service marks, trademarks, or trade dress appearing on this Website. Any third party names, copyrights, service marks, trademarks, or trade dress appearing on this Website are property of their respective owners. Without our prior written consent, you may only print, download, or otherwise use our proprietary marks solely for your own internal, non-commercial use consistent with these Terms of Service and applicable law. Except as otherwise permitted under the copyright laws of the United States, no other copying, distribution, redistribution, transmission, publication, or use is permitted. You shall not delete any proprietary notices appearing on any of our proprietary marks. You agree to comply with all applicable United States and foreign rules, regulations, and laws relating to the importation and/or exportation of technical data associated with this Website. We hereby reserve all rights not expressly granted to you in this license.

ATTRIBUTION

You shall give attribution to ClassWallet wherever you use data you receive from the Service by displaying a “POWERED BY CLASSWALLET” graphical badge in close proximity to such data.

CLASSWALLET OWNS THE SERVICE

ClassWallet and its third-party licensors (as appropriate) shall retain all intellectual property rights in the Service and any data that ClassWallet collects or generates during your use of or the performance of the Service, including but not limited to non-confidential elements of Customer Data.

RIGHTS YOU GRANT TO CLASSWALLET

By submitting feedback, data, passwords, usernames, passwords, other log-in information, materials, content, logos, graphic images, and other information (“Customer Data”) to ClassWallet through the Service, you are licensing such Customer Data to ClassWallet solely for the purpose of providing the Service; provided, however, we may: (a) use any feedback that you provide or information you submit for any purpose; and (b) use, sublicense, and publish derivative works and compilations resulting from collection and analysis of Customer Data without obligation to you or limitation of use. By using the Service, you also license to ClassWallet the right to use your logo, graphic image and trade name to market and promote the Service, and such content will also be deemed Customer Data. ClassWallet may use and store Customer Data to provide you with the Service. By providing a license to ClassWallet to use the Customer Data, you hereby represent and warrant to ClassWallet that you are entitled to submit such Customer Data to ClassWallet and ClassWallet is entitled to use such Customer Data as set forth in these Terms of Service, without any restrictions or limitations and without any monetary or other obligation by ClassWallet. From time to time, we may need your permission to do things with your Customer Data to be able to provide you with the Service. You are hereby providing us with your permission to do those things solely to provide you with the Service. This permission also extends to third parties we work with to provide the Service.

APPOINTMENT OF CLASSWALLET AS AGENT

You hereby appoint ClassWallet, and ClassWallet hereby accepts the appointment, to act as your agent for the sole purpose of receiving contributions and other sources of funds through the Service and making expenditures from such funds at your direction. Except as expressly set forth in these Terms of Service, neither party is authorized to enter into any contract nor create any legally binding obligation on behalf of the other party.

CLASSWALLET’S OBLIGATIONS AS AGENT

ClassWallet will, on your behalf: (i) accept contributions received through the Service from individual contributors (each, a “Contributor”); (ii) make disbursements of contributed funds at your direction; (iii) provide Contributors with written acknowledgement via email of their contributions, consistent with your obligations and duties as the recipient of contributions under federal tax law; and (iv) maintain records of each contribution, including the date of contribution, name and address of the Contributor, the contributed amount, and any other information reasonably required by you to acknowledge and substantiate the contribution. Pursuant to the terms and conditions set forth in these Terms of Service, you can use the Service to access these records.

YOUR OBLIGATIONS AND REPRESENTATIONS

You are solely responsible for soliciting contributions and visitors for your ClassWallet account. You hereby represent to ClassWallet that, throughout the term of your use of the Service and appointment of ClassWallet as your agent: (i) you will maintain all registrations and filings in the state in which you were organized and in the state(s) in which you conduct business necessary to solicit contributions and any additional registration requirements associated with the appointment of an agent for the purposes of assisting you in the acceptance and processing of contributions on its behalf; (ii) you will possess all requisite corporate power and authority to enter into these Terms of Service and to carry out your obligations hereunder; (iii) you have and will have taken all requisite corporate action to authorize the entering into and performance of these Terms of Service; and (iv) these Terms of Service constitute the valid and legally binding obligation of you, enforceable in accordance with its terms.

FUNDS MANAGEMENT BY CLASSWALLET

Any funds which are subject to the appointment of ClassWallet as your agent that are not used (“Unused Funds”) by your users for 12 months from the date of the contribution will be subject to a per month account deduction (“Unused Funds Deduction”). ClassWallet will distribute Unused Funds Deductions to your users as per your instructions at no charge to you. You may also request that ClassWallet return Unused Funds Deductions to you rather than distributed to your users, and ClassWallet will return such Unused Funds Deductions to you minus a 15% administration charge.

501(C)(3) ORGANIZATION

If you represent to ClassWallet that your organization is an organization described in Code Section 501(c)(3), donations to which are deductible under Code Section 170(c), then you must maintain in good standing its federal tax-exempt status as an organization described in Code Section 501(c)(3), and shall promptly give notice to ClassWallet in the event that your federal tax-exempt status is revoked by the Internal Revenue Service.

TERMINATION OF AGENT APPOINTMENT

You may terminate your appointment of ClassWallet as your agent at any time by cancelling your account and use of the Service. Upon your termination of your appointment of ClassWallet as your agent, ClassWallet will return to you all Unused Funds minus a 15% administration charge. ClassWallet may terminate the appointment of ClassWallet as your agent at any time by cancelling your account and use of the Service pursuant to the terms set forth in these Terms of Service. Upon ClassWallet’s termination of your appointment of ClassWallet as your agent, ClassWallet will return to you all Unused Funds not previously subject to a 15% administration charge; provided however, ClassWallet shall not be required to return to you any Unused Funds if you have breached any obligation of these Terms of Service.

LINKS TO THIRD PARTY WEBSITES

This Website may contain links to thirty party websites and mobile applications. These links do not constitute an endorsement by ClassWallet of those websites, nor the products or services promoted on or offered through those websites or mobile applications. We are not responsible for the terms and conditions of use, privacy policy, practices, or the content of such third parties. We encourage our users to be aware of when they leave this Website and to read the terms and conditions of use and privacy policy of each website and mobile application for which there is a link from this Website. If you have a question about the terms and conditions of use, privacy policy, practices, or content of a third party website, please contact the applicable third party directly. You acknowledge and agree that ClassWallet will not be a party to, or in any way responsible for, any transaction involving products or services made available from third parties or for any content relating to any products or services offered by third parties.

LINKING TO THIS WEBSITE

You may link to this Website’s homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you may not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You may not establish a link from any website or mobile application that is not owned by you. This Website may not be framed on any other website or other mobile application. You may not create a link to any part of this Website other than the homepage. You agree to cooperate with us in causing any unauthorized framing or linking to cease immediately. We reserve the right to withdraw linking permission without notice.

DISCLAIMER OF WARRANTIES

YOU AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISIONS SET FORTH BELOW ARE REASONABLE, REFLECT AN INFORMED, VOLUNTARY ALLOCATION OF THE RISKS BOTH KNOWN AND UNKNOWN THAT MAY EXIST IN CONNECTION WITH THESE TERMS OF SERVICE, AND ARE FUNDAMENTAL ELEMENTS OF THESE TERMS OF SERVICE WHICH MATERIALLY INDUCED CLASSWALLET TO ENTER INTO THESE TERMS OF SERVICE WITH YOU. THE TRANSMISSION, STORAGE, VIEWING AND RETRIEVAL OF DATA AND FILES THROUGH THE INTERNET ARE SUBJECT TO A VARIETY OF CONDITIONS BEYOND OUR CONTROL THAT MAKE SUCH TRANSMISSION, STORAGE, VIEWING AND RETRIEVAL POTENTIALLY UNRELIABLE. THIS WEBSITE AND THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ALL CONTENT, LICENSES, FUNCTIONS, MATERIALS, AND INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THESE TERMS OF SERVICE, THIS WEBSITE, THE API AND THE SERVICE, EITHER EXPRESS OR IMPLIED, WHETHER ARISING UNDER ANY STATUTE, LAW, COMMERCIAL USAGE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THIS WEBSITE, THE API AND THE SERVICE, OR ANY DATA, MATERIALS, OR CONTENT CONTAINED THEREIN, SHALL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS SHALL BE CORRECTED; THAT THIS WEBSITE, THE API AND/OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT THIS WEBSITE, THE API AND/OR THE SERVICE WILL BE SECURE FROM UNAUTHORIZED ACCESS; OR THAT THIS WEBSITE AND/OR THE SERVICE WILL DETECT EVERY SECURITY OR OTHER VULNERABILITY OF YOUR DEVICE, NETWORK OR SYSTEM. WE DO NOT WARRANT THAT THIS WEBSITE, THE API AND/OR THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THIS WEBSITE, THE API AND/OR THE SERVICE ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM. WE DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THIS WEBSITE, THE API AND/OR THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, SECURITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY CLASSWALLET OR ANY OF OUR AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, SERVICES, CONTENT, DATA, MATERIAL, SOFTWARE, EQUIPMENT, OR HARDWARE. WE SHALL NOT BE LIABLE FOR YOUR USE OF THIS WEBSITE, THE API AND/OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT USE OF THIS WEBSITE, THE MOBILE APP, THE API AND THE SERVICE IS AT YOUR SOLE RISK. This Website and/or the Service may become unavailable due to any number of factors, including, without limitation, scheduled or unscheduled maintenance, technical failure of the software, telecommunications infrastructure, or the unavailability or interruption of access to the Internet. The disclaimers set forth in this section shall apply regardless of whether (i) we determine that your device, network or system is deemed secure; (ii) you perform such modifications to your device, network or system as we reasonably suggest in order for your device, network or system to be deemed secure, or (iii) otherwise. Some state laws do not allow disclaimers of implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you.

LIMITATIONS OF LIABILITY

WE SHALL NOT BE RESPONSIBLE FOR ANY BUSINESS INTERRUPTIONS THAT MAY BE CAUSED BY YOUR USE OF THIS WEBSITE, THE API AND/OR THE SERVICE OR YOUR INABILITY TO ACCESS THIS WEBSITE, THE API AND/OR THE SERVICE. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU FOR THE COST OF PROCUREMENT OF REPLACEMENT PRODUCTS, SOFTWARE, SERVICES, DATA, CONTENT OR MATERIAL. WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THIS WEBSITE, THE API AND/OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF CLASSWALLET TO YOU FOR ALL CLAIMS RELATING TO THESE TERMS OF SERVICE, OUR PRIVACY POLICY, YOUR USE OF THIS WEBSITE, THE API AND/OR THE SERVICE, OR SUBMISSION OF INFORMATION TO CLASSWALLET, IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF GREATER OF (I) ALL FEES PAID BY YOU TO CLASSWALLET DURING THE MONTHLY BILLING PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE DAMAGE OR LOSS OCCURRED OR THE CAUSE OF ACTION AROSE; AND (II) $100. Some state laws do not allow limitations on certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you.

LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO THESE TERMS OF SERVICE, THIS WEBSITE, THE API AND/OR THE SERVICE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

INDEMNIFICATION

You hereby agree to defend, indemnify, and hold harmless ClassWallet and its officers, directors, shareholders, employees, affiliates, independent contractors, agents, and representatives from and against all claims and expenses, including, but not limited to, attorneys’ fees and costs, arising out of, or attributable to (i) any breach or violation by you of these Terms of Service; (ii) your failure to provide accurate, complete, and/or current information when visiting, registering to use or using the Service and/or submitting information to ClassWallet; (iii) your use or misuse of this Website, the API and/or the Service; (iv) any actual or alleged infringement arising, directly or indirectly, out of ClassWallet’s use of the Customer Data; and (v) any agreement between you and a third party.

INDEPENDENT CONTRACTOR STATUS

Each party and its employees and agents are independent contractors in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between us. Each party shall remain responsible, and shall indemnify and hold harmless the other party, for the withholding and payment of all Federal, state and local personal income, wage, earnings, occupation, social security, worker’s compensation, unemployment, sickness and disability insurance taxes, payroll levies or employee benefit requirements now existing or hereafter enacted and attributable to themselves and their respective people.

DISPUTE RESOLUTION

Most concerns involving the Service can be resolved quickly and efficiently through our customer service department. If you are unable to resolve your concern within 10 business days of contacting our customer service department, then either party may file an arbitration proceeding pursuant to these Terms of Service to resolve the dispute. Any controversy or dispute not resolved through our customer service department and arising, directly or indirectly, out of these Terms of Service, must be submitted to final binding arbitration in Miami-Dade County, Florida before the American Arbitration Association under the commercial arbitration rules then administered by the American Arbitration Association. Any award or decision obtained from any such arbitration proceeding shall be final and binding on the parties, and judgment upon any award thus obtained may be entered in any court having jurisdiction thereof. Except as otherwise provided in these Terms of Service, no action at law or in equity based upon any claim arising, directly or indirectly, out of or related to these Terms of Service or our Privacy Policy may be instituted in any court by any party, except: (i) an action to compel arbitration pursuant to this section; (ii) an action to enforce an award obtained in an arbitration proceeding in accordance with this section; or (iii) an action for injunctive relief. Any arbitration arising, directly or indirectly, out of these Terms of Service will take place on an individual basis and class arbitrations and class actions are hereby specifically agreed to as not permitted. You agree that you and ClassWallet are each waiving their right to trial by jury or to participate in a class action. The prevailing party in any arbitration proceeding or any action to compel arbitration, enforce an arbitration award, or seek injunctive relief and arising, directly or indirectly, out of or relating to these Terms of Service will be entitled to an award of their attorneys’ fees and costs incurred at trial and all levels of appeal. You also agree that service of any court paper may be affected upon you by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules. You acknowledge that we may be irreparably damaged if these Terms of Service are breached by you, and damages at law would be an inadequate remedy. In the event of a breach or threatened breach of any provision of these Terms of Service by you, we shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms of Service.

GOVERNING LAW, JURISDICTION, AND VENUE

These Terms of Service shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to principles of conflicts of law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For any action to compel arbitration or enforce an arbitration award or seek injunctive relief pursuant to these Terms of Service, the parties hereby expressly consent to the jurisdiction and venue of the state and/or federal courts in and/or for Miami-Dade County, Florida, USA, and each party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise.

FORCE MAJEURE

Except for your obligation to pay ClassWallet, neither party shall be liable for any delay in performing its obligations if such delay is caused by circumstances beyond the party’s reasonable control, including, without limitation, any delay caused by any act or omission of the other party, acts of God, war, terrorism, floods, windstorm, labor disputes, or delay of essential materials or services. The delayed party shall promptly notify the other party of the reasons for and the likely duration of the delay, whereupon an extension of time equal to the period of delay, but not greater than 30 days, shall be granted to the delayed party. If the period of the delay shall exceed 30 days, then the non-delayed party may cancel further performance of the delayed obligation without any penalty whatsoever.

GENERAL INFORMATION

All covenants, agreements, disclaimers, limitations, representations, and warranties made in these Terms of Service, as may be amended by ClassWallet from time to time, will survive your acceptance of these Terms of Service, as well as the cancellation of your account and access to the Service. These Terms of Service, as amended from time to time by ClassWallet, represent the entire understanding and agreement between you and ClassWallet regarding the subject matter of these Terms of Service and supersede all other previous agreements, understandings, or representations regarding the same. These Terms of Service may not be amended, changed or modified without the prior, written consent of ClassWallet. By visiting, registering to use or using the Service and/or submitting information to ClassWallet, you consent to receive communications from ClassWallet electronically. Although we may choose to communicate with you by other means, we may also choose to solely communicate with you electronically by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures, and other communications that we send to you electronically satisfy any legal requirement that such communications be in writing. No waiver of any portion of these Terms of Service will be effective unless it is in writing and signed by an authorized representative of ClassWallet. The failure of ClassWallet to require performance of any obligation under these Terms of Service will not affect our right to enforce any provision of these Terms of Service at a subsequent time, and the waiver of any rights arising out of any breach will not be construed as a waiver of any rights arising out of any prior or subsequent breach. If any court of competent jurisdiction deems unlawful, void, or unenforceable any part of these Terms of Service, the applicable document as a whole will not be deemed unlawful, void, or unenforceable, but only that portion of the applicable document that is unlawful, void, or unenforceable will be stricken. Your rights and obligations under these Terms of Service are personal and are not assignable, transferable, or sub-licensable by you. Our Privacy Policy, Acceptable Use Policy and DMCA Policy are hereby incorporated into and made a part of these Terms of Service by reference.

CUSTOMER SUPPORT

If you have questions, comments or concerns about these Terms of Service, our Privacy Policy or the Service, please contact ClassWallet at: ClassWallet Attn: Customer Support 6100 Hollywood Blvd, Suite 108 Hollywood FL 33024 E-mail: info@classwallet.com