When do these Terms apply? This is a legal contract governing your use of software, products, and services - including any upgrades thereto (together, "Products") - provided by Classroommate (formally - GTrainers Organization. doing business as Classroommate - "Classroommate," "we," us," or "our").
By installing or using the Products in any way, you are representing and warranting that you have the authority, the right, and the capacity to legally bind yourself and your assignees (collectively, "you," "yourself," or "your") as well as your school, corporation, entity, or other organization, including all employees, agents, and affiliates of such entities (collectively, "your Organization"). You are also agreeing, on behalf of yourself and your Organization, to these Terms. You are free to reject these Terms, but then you may not use our Products in any way.
IMPORTANT NOTICE: These Terms are subject to binding arbitration and a waiver of class action rights as detailed in the Arbitration and Class Action Waiver Section 7.2 below. As discussed further below in Section 8.6, Classroommate also reserves the right to modify or replace these Terms. You are responsible for regularly reviewing your Classroommate account and this page of our Website for any changes to the Terms.
By installing and/or otherwise using our Products, Classroommate grants you a limited, non-exclusive, non-assignable, non-transferable, revocable license to install and use the specific Classroommate Products identified in the applicable Invoice solely for your Organization's internal business purposes on the number of authorized devices and for the duration specified in the applicable Invoice ("License"), unless such License is terminated earlier pursuant to these Terms. Such License shall be in accordance with any documentation provided in connection with the Products, such as Product instructions. The Products governed by these Terms are licensed to you, not sold to you.
You agree to not sub-license, rent, lease, transfer, or otherwise distribute the Products or any rights to use the Products (including, without limitation, your username, password, and/or any other similar information) to any third party or use it in any type of outsourcing environment. You also agree not to copy, display, seek to disable, distribute, perform, publish, modify, transfer, create works from, or use the Products or any component of it, except as expressly authorized by Classroommate.1.2 Classroommate's Intellectual Property
Except as expressly licensed to you herein, Classroommate and its licensors reserve all past, present, and future right, title, ownership, and interest in the Products (including, but not limited to, all photographs, animations, statistics, graphics, text, and any other materials in the Products), associated copyrights, trademarks, logos, trade secrets, patents, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Products ("Intellectual Property"). You understand that Classroommate solely and exclusively owns the Intellectual Property, and you have no ownership rights to any of our Intellectual Property or Products. All rights to our Products not expressly granted herein are reserved by Classroommate.
Our Products may contain material derived in whole or in part from material supplied by Classroommate as well as other sources, and such material is protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. You agree to abide by all applicable copyright and other intellectual property laws.
You agree to protect Classroommate's Intellectual Property and proprietary rights as well as any other company's proprietary rights, and notify us any unauthorized access or use of our Products. Your right to use the Products is also predicated on your compliance with any applicable terms or agreements that you have with third parties when using the Products.
You agree not to (1) remove or alter any of Classroommate's trademarks and/or logos, any legal notices included in the Products, and/or any related assets; (2) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Products, or any component thereof, by any means whatsoever; (3) copy any features, functions, or graphics of the Products to develop a competitive product; and/or (4) use any of Classroommate's trademarks, trade names, service marks, copyrights, or logos in any manner which creates the impression that such items belong to or are associated with you or are used with our consent, except as otherwise provided herein.1.3 Updates to the Products
You agree that Classroommate may automatically install updates, upgrades, and additional features to our Products that we deem to be beneficial to you, and/or reasonably necessary. You acknowledge and agree that any obligation Classroommate may have to support previous version(s) of Products may end when an update, upgrade, and/or additional feature is made available. This License shall apply to any updates, upgrades, and/or additional features that are not distributed with a separate license or other agreement.1.4 Downtime and Suspension of Classroommate's Products
You acknowledge that Classroommate, may at its discretion, suspend your access to the Products at any time for the duration of including (but not limited to): (1) maintenance; (2) downtime for any reason, including power outages, system failures, or other interruptions; (3) our attempt to mitigate an attack on our Products; (4) our attempt to mitigate the risk of our Products to you or any other of Classroommate's customers if the Products were not suspended; (5) our attempt to comply, in our sole discretion, with legal requirements; or (6) any other reasonable events.1.5 Your Feedback on Our Products
Any and all of your feedback about Classroommate or the Products, such as suggestions for corrections, updates, alterations, changes, or modifications to the Products will be the property of Classroommate and you hereby assign any rights in such feedback to Classroommate, without payment to you.
You hereby represent and warrant that you are at least eighteen (18) years of age and are fully authorized and competent to enter into the Terms on behalf of yourself and your Organization. You are responsible for your account with Classroommate. You agree to provide upon registration and maintain at all times accurate, current, and complete information. You are also responsible for ensuring the confidentiality and security of your account information with Classroommate, such as your username and password. If we have reasonable grounds to suspect that your account and registration information does not meet these requirements, we may deny you access or terminate your Classroommate account.
You are responsible for issuing any additional accounts only to the appropriate employees of your Organization. You are responsible for selecting and updating settings in the Products as you see fit and in compliance with applicable law.
Classroommate cannot and will not be liable for any loss or damage arising from your failure to properly comply with this Section.2.2 Your Responsibilities
You and your Organization agree to abide by all applicable federal and state laws, including but not limited to the Family Educational Rights and Privacy Act ("FERPA"), the Protection of Pupil Rights Amendment ("PPRA"), and the Children's Online Privacy and Protection Act ("COPPA"), for purposes of these Terms.2.3 Acceptable Use of Classroommate's Products
We need your help ensuring that our Products are used safely and appropriately. You agree that you will not use the Products:
If you violate any of these rules or use the Products in any way that is not authorized, Classroommate may, in its sole discretion and without prior notice, remove any User Content (defined below) and/or restrict or terminate your account. Additionally, the misuse or unauthorized use of our Products may result in civil and/or criminal liability for you and/or your Organization.
You agree to immediately notify us at firstname.lastname@example.org upon learning of any unauthorized use, misuse, or abuse of your Classroommate account or our Products.
You may receive certain commercial communications from Classroommate. You may opt out of receiving these communications at any time by using the unsubscribe functionality in such communications or emailing email@example.com Student and User-Generated Content
The Products may enable you or students to submit, post, upload, or otherwise make available (collectively, "post") content such as messages, ideas, comments, and other content (collectively, "User Content") that may or may not be viewable by other users. For example, teachers can send links to educational resources and exchange messages with students through Classroommate Teacher.
You acknowledge and agree that all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom the User Content originated. You also agree that you have all required rights to submit, post, upload, or otherwise own, use, or disseminate such User Content without violating third party rights.
You agree that you will indemnify, defend, and hold harmless Classroommate for all claims resulting from User Content that you post. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event, you will cooperate with us in asserting any available defenses.
You further acknowledge and agree that we reserve the right, in our sole discretion, to reject, move, edit, or remove any User Content that is contributed to the Products, but we but do not assume the obligation. You acknowledge and agree that we do not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of or reliance on User Content. You understand that by using the Products, you may be exposed to User Content that you may consider offensive or objectionable.
Additionally, if your User Content submitted on or through our Products is only for your use, then the license that you grant us also includes the right to use, display, perform, publish, and distribute this User Content for purposes of providing the functionality of the Products to you. If your User Content is viewable to others on or through our Products (such as other teachers in your Organization or other members of a forum) and/or you use our Products to share your User Content with others (such when you distribute your User Content through Classroommate Teacher to your students for their use), then the license you grant us also includes the right for us to display, perform, publish, and distribute such User Content to those other individuals with viewing ability as well as the right for those specified others to use and/or exercise all other applicable rights to that User Content as permitted by the functionality of the Products.
The submission of any User Content through any third party links or applications made available or accessible in the Products shall be subject to such third parties' terms and privacy policies.
Your Organization must pay the amount due on any Invoices within thirty (30) days. If you have reason to believe that your Organization's payment will be late, please contact firstname.lastname@example.org at your earliest convenience. Upon your Organization's cancellation of our Products, payment remains due for the remaining balance of the term referenced in the applicable Classroommate Invoice.
You can terminate your Products at any time, with or without cause, in writing by emailing email@example.com and expressly stating you wish to terminate your account. Classroommate reserves the right to restrict, suspend, or terminate your Products at any time without prior notification or liability, with or without cause including (without limitation): (1) your breach of the terms of the Terms; or (2) failure to pay the fees set forth in the Invoice.
Upon termination of these Terms for any reason, the License granted in these Terms will be terminated and your right to use the Products will immediately cease to exist, and you and your Organization must immediately discontinue all use of the Products, erase and/or uninstall the Products, and either destroy or return to us any accompanying documentation in you or your Organization's possession or control and, if requested by Classroommate, certify in writing to Classroommate that you or your Organization has fully complied with these requirements.
All provisions of these Terms, shall survive termination, including, without limitation: (1) Classroommate's Technology (1.0)); (2) Your Use of Our Products (2.0); (3) Payment (4.0); (4) Termination and Cancellation (5.0); and (5) Liability, Warranty Disclaimers, and Other Legal Information (6.0); and (6) Governing Law and Dispute Resolution (7.0).5.2 Classroommate's Ability to Cure
If you think Classroommate has breached these Terms and that breach is capable of remedy, you will notify Classroommate at firstname.lastname@example.org and grant Classroommate a commercially reasonable amount of time, not to exceed thirty (30) days, to cure this breach. If, after such time, Classroommate is unable to cure the breach, you may notify Classroommate in writing that these Terms have been terminated by emailing email@example.com.
Classroommate provides its Products using a commercially reasonable level of skill and care, but we cannot promise certain things about our Products. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PRODUCTS ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. CLASSROOMMATE AND ITS RESPECTIVE LICENSORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AND REPRESENTATIVES (COLLECTIVELY "CLASSROOMMATE" FOR PURPOSES OF THIS SECTION 6) DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PRODUCTS REGARDING THE FUNCTIONALITY OF AND USE OF THE PRODUCTS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.6.2 Indemnity
You agree to indemnify, defend, and hold Classroommate (and its suppliers), its parents, subsidiaries, affiliates, officers, agents, employees, contractors, and partners harmless from and against any and all third party claims, liabilities, demands, settlements, damages, losses, and expenses of any kind (including reasonable attorney's fees and costs) arising out or relating in any way to (1) your use of the Products (including any actions taken by a third party using your account); and (2) your violation of these Terms.6.3 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLASSROOMMATE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR PERSONAL INJURY, PROPERTY DAMAGE, ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER OR DEVICE FAILURE OR MALFUNCTION, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE PRODUCTS, EVEN IF CLASSROOMMATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, OUR PRODUCTS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU OR YOUR ORGANIZATION FOR THE PRODUCTS GIVING RISE TO SUCH CLAIM IN THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
These Terms and any dispute arising from or relating to these Terms are governed by the laws of the state of California, United States, without regard to conflict of law principles. You further agree to accept service of process by mail. If your Organization is a U.S. public and accredited educational institution, domiciled in a state within the U.S. that expressly requires a different choice of law other than California law, then your state's law will apply.
Except with respect to the arbitration provisions contained herein in Section 7.2, the parties consent to exclusive personal jurisdiction and venue in the courts located in Los Angeles County, California.
If your Organization is a U.S. public and accredited educational institution domiciled in a state within the U.S. that expressly requires a different venue, then your state's law will apply.7.2 Arbitration and Class Action Waiver
We have selected an initial dispute resolution procedure to more efficiently resolve dispute between you and Classroommate. Please read this section carefully to understand how arbitration and the class action waiver provisions may affect your legal rights, including your right to file a lawsuit in court and have a jury trial.7.2.1 Federal Arbitration Act
You and Classroommate ("the parties" or "both parties") agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.7.2.2 Initial Dispute Resolution
In the event of a dispute, claim, or controversy arising out of or relating to these Terms, the Products, any person's access to and/or use of the Products, and/or the provision of content, Products, and/or technology on or through the Products (collectively, "Claims"), both parties must first give the other notice of the Claim. This notice must include a brief written statement with the name, address, and contact information of the party giving it, as well as the facts giving rise to the Claim and the relief requested. You must send any such notice to Classroommate by email to firstname.lastname@example.org. The parties first attempt to resolve any Claims through informal negotiation within thirty (30) days from the date that any notice of a Claim is sent. The parties shall use reasonable, good faith, efforts to settle any Claim through consultation and good faith negotiations. After 30 days, you or Classroommate may resort to the other alternatives described in this Section 7.2. Notwithstanding the foregoing, the notice and 30 day negotiation period required by this paragraph shall not apply to Claims concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Products.7.2.3 Binding Arbitration
Except as otherwise specifically set forth below, any Claims between you and Classroommate, if unresolved through informal discussions within thirty (30) days of the sending of the notice described above, shall be resolved by binding arbitration to be held in Los Angeles, California. If your Organization is a U.S. public and accredited educational institution and your consent to binding arbitration is expressly prohibited by the laws of the state within the U.S. in which your educational institution is domiciled, then this subsection 7.2.3 is hereby waived.
The decision of the arbitrator will be in writing and binding and conclusive on you and Classroommate, and judgment to enforce the decision may be entered by any court of competent jurisdiction. You and Classroommate agree that dispositive motions, including without limitation motions to dismiss and motions for summary judgment, will be allowed in the arbitration. The arbitrator must follow these Terms and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney's fees. You and Classroommate understand that, absent this mandatory arbitration provision, you and Classroommate would have the right to sue in court and have a jury trial.
If any clause within this subsection 7.2.3 is found to be illegal or unenforceable, that specific clause will be severed from this Section, and the remainder of its provisions will be given full force and effect.7.2.4 Class Action Waiver
The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND CLASSROOMMATE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate Claims.7.2.5 Exception: Litigation of Intellectual Property and Small Claims Court Claims
Notwithstanding the foregoing, Claims concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Products shall not be subject to arbitration. You or Classroommate may choose to pursue a Claim in small claims court where jurisdiction and venue over you and Classroommate otherwise qualifies for such small claims court and where the Claim does not include a request for any type of equitable relief.7.2.6 Confidentiality
All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. Both parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent you or Classroommate from submitting to a court of law any information necessary to enforce these Terms, to enforce an arbitration award, or to seek injunctive or equitable relief.7.3 Waiver of Jury Trial
YOU AND CLASSROOMMATE HEREBY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all Claims shall be resolved by arbitration. In the event any litigation should arise between the parties in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND CLASSROOMMATE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the Claim be resolved by a judge.7.4 Changes to this Section
Classroommate will provide 60-days' notice of any changes to Section 7. Changes will become effective on the 60th day, and will apply prospectively only to any Claims arising after the 60th day. If a court or arbitrator decides that this subsection on "Changes to this Section" is not enforceable or valid, then this subsection 7.4 shall be severed from Section 7, and the court or arbitrator shall apply the first Arbitration and Class Action Waiver (or similarly named) section in existence after you first installed, accessed, or used any of the Products.
These Terms and additional agreements for other Products to which you subscribe, constitute the entire agreement between you and Classroommate with respect to the subject matter hereof and supersede all prior agreements between you and Classroommate, whether written or oral, relating to the same subject matter. Classroommate rejects additional or conflicting terms of your Organization's form-purchasing document. The headings of these Terms (e.g., "Entire Agreement (8.1)") are for readability only and do not constitute terms.8.2 Language
You agree that these Terms and all related documents be drawn up in the English language.8.3 Severability and Interpretation of Any Invalid Terms
If any provision of these Terms is invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.8.4 Force Majeure
The failure of Classroommate to comply with any provision of these Terms due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemy, actions of governmental authorities outside of the control of Classroommate (excepting compliance with applicable codes and regulations), or other force majeure event will not be considered a breach of these Terms.8.5 No Third Party Beneficiaries
You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to these Terms.8.6 Changes to our Terms
Except as discussed in Section 7.4, we reserve the right to make changes to these Terms for any purposes. We will notify you of any material changes in accordance with applicable law. We also will do our best to tell you of any changes to these Terms in advance by thirty (30) days, but there may be times, such as to comply with legal requirements or to adjust to a new feature or Product, that we may not be able to notify you in advance. Your continued use of the Products following an update to these Terms and/or an affirmative acceptance of these new Terms, whichever is sooner, will constitute acceptance of these Terms. If you do not agree with the new Terms, please immediately discontinue use of the Products, and email us at email@example.com.