iClassPro Terms of Use Agreement

Welcome to iclasspro.com. ICLASSPRO, INC (“iClassPro”, “we”, “us”) maintains this website (“Site”) as a service to customers that visit or utilize our Site or receive our services (collectively, “Customer” or “you”). By using our Site and/or services, Customer agrees to comply with and be bound by these terms of use (“Agreement”) with respect to our Site and its receipt of the services. Please review the following terms carefully. If you do not agree to these terms, you should not view information or obtain goods, products, or services from this Site or otherwise use our services.

1. Acceptance of Agreement. Customer agrees to the terms and conditions outlined in this Agreement with respect to the Site and any mobile or computer applications or other services and/or technology provided by iClassPro (collectively, “Services”) through its use of the Site and Services (if applicable). This Agreement may be amended at any time by us without specific notice to you. If we elect to amend the Agreement, we will use reasonable efforts to notify you by placing a notice on the Site or by any other reasonable means as determined by us. Your continued use of our Site or Services after the effective date of the amendment constitutes your acceptance to the amended Agreement. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site or Services.

2. Content Ownership. The content, organization, graphics, design, compilation, dynamically included libraries, any Site and/or Services source code including, but not limited to, HTML, JavaScript, PHP, CSS, Perl, C, C++, C#, and bash script, magnetic translation, digital conversion, all related software, hardware, algorithms, technology, and other matters related to the Site and/or Services (collectively the “Content”), contain valuable intellectual property of iClassPro and its licensors and suppliers. Such Content is protected under applicable intellectual property rights, including without limitation patent rights, copyrights, trademarks, service marks, trade dress, trade secrets, and all other proprietary rights and any derivatives made of any of the foregoing. All rights not expressly granted in this Agreement are exclusively reserved by iClassPro. The copying, redistribution, use, or publication by Customer of any such matters or any part of the Site and/or Services, except as allowed by Section 3, is strictly prohibited. Customer does not acquire ownership rights to any Content, document, or other materials viewed through the Site and/or the Services. The posting of information or materials on the Site and/or the Services does not constitute a waiver of any right in such information and materials. iClassPro, Go Pro, the iClassPro logo, and others are either trademarks or registered trademarks of iClassPro. Other products and company names mentioned on the Site and/or the Services may be trademarks of their respective owners. Customer reserves all ownership of its data and trademarks held within the Site and/or the Services and has the right to export and retain that data at Customer’s sole discretion.

3. Limited Right to Use. The viewing, printing, or downloading of any Content, graphic, web-based form, or document from the Site and/or Services grants Customer only a limited, nonexclusive license, not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any Content, web-based form, or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for Customer’s business use (but not for resale or redistribution). The password-protected portions of the Site and Services are available only to those entities who have a registered account with us, and the employees and authorized representatives of such entities. Such accounts may require a subscription and may be subject to a separate service agreement (“Service Agreement”). If you have not entered into a Service Agreement with iClassPro and do not have an account and valid logon credentials, you may only visit the publicly accessible portions of the Site and Services. All use of the Site and Services, including any application programming interfaces (APIs), are subject to the applicable documentation and specifications which may be posted and/or updated on the Site or Services from time to time in iClassPro’s sole discretion.

4. Editing, Deleting and Modification. With the exception of Customer’s data, we reserve the right in our sole discretion to add, edit or delete any documents, information, functionality, or other Content appearing on the Site and Services. In the event customer data requires modification or correction, iClassPro will make a reasonable effort to gain approval from Customer prior to modification.

5. Non-Transferable. Except as allowed in Section 3, Customer’s right to use the Site and/or the Services is not transferable. Any password or right given to Customer to obtain information or documents is not transferable.

6. Disclaimer and Limitation of Liability. THE INFORMATION FROM OR THROUGH THE SITE AND/OR SERVICES ARE PROVIDED “AS-IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, SECURITY VULNERABILITIES, ERRORS, PROBLEMS, OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES AND PROVIDERS HAVE NO LIABILITY WHATSOEVER FOR CUSTOMER’S USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES AND PROVIDERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND CUSTOMER. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING THE FORM OR DOCUMENT IS DISCLAIMED. WE WILL NOT BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM THE USE OF OR INABILITY TO USE OUR SITE OR SERVICES OR THIRD PARTY SERVICES. ICLASSPRO PRICES ARE SUBJECT TO CHANGE WITH 90 DAYS’ NOTICE. ICLASSPRO’S MAXIMUM AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS PROVIDERS AND LICENSORS, TO YOU IN ANY CIRCUMSTANCE ARISING OUT OF AND/OR RELATING TO THE SITE OR SERVICES OR THIRD PARTY SERVICES IS LIMITED TO THE LESSER OF THE AMOUNT PAID BY YOU, IF ANY, IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS (US $100.00).

7. Use of Information. Customer authorizes us to the use and disclosure of all information regarding the Site and/or the Services used by Customer and all information provided by Customer in any manner consistent with this Agreement and our Privacy Policy. Without limiting the foregoing, we may share such Customer information with our Providers and Payment Processors as we deem necessary for the provision of the Services.

8. Third-Party Terms and Services.
(a) Certain functionality available through or in connection with the Site/Services and/or iClassPro services may be provided by or through third party providers (“Providers”), and you may be required to enter into additional agreements with such Providers in order to enable or access such functionality. We may also allow access to or advertise third-party merchant sites from which Customer may purchase certain goods or services of the Providers. Throughout this Agreement, the products and services provided by Providers are referred to as “Third Party Services”, and the agreement(s) that you enter into with Providers with respect to Third Party Services are referred to as “Third Party Terms.” We are not responsible for information provided by Customer to Providers. We and the Providers are independent contractors and do not have authority to make any representations or commitments on behalf of one another. Customer acknowledges that the Site and Services are designed for use with Third Party Services and other third party programs, including, without limitation, certain Internet browser software programs. Customer will look solely to the developers and manufacturers of such programs with regard to warranty, maintenance or other support regarding the same. iClassPro makes no warranty, express or implied, with regard to any such Third Party Services or any other products or services provided or controlled by third parties.

(b) Customer understands that we do not operate or control Third Party Services, and are not a party to any Third Party Terms. All rules, policies (including privacy policies), security protocols, notices, safeguards, and operating procedures of Providers in effect during the term of this Agreement will apply to Customer while on such sites including any restrictions and limitations on use of Third Party Services. Customer agrees it will comply with all all applicable and then-current legal obligations and security measures, including without limitation those issued by the United States Government, federal, state and municipal laws and ordinances, card associations (Visa, Mastercard, Discover, American Express, etc.), the Federal Trade Commission, the PCI Security Standards Council, and any other governing body. Providers provide the Third Party Services to you. We do not provide and are not responsible for the Third Party Services. The applicable Third Party Terms will control with respect to the applicable Third Party Services. Your use of the Third Party Services shall be subject to (and you agree you are bound by) such Third Party Terms as they may be modified from time to time. Certain Third Party Terms may be posted on the Site or on the Provider’s website. You are responsible for checking for applicable updates to Third Party Terms, and any use by you of any Third Party Services following a change to the respective Third Party Terms shall constitute acceptance of such change. You acknowledge that provision of a Third Party Service may be subject to approval and acceptance by the Provider in its sole discretion. Customer further authorizes iClassPro to accept Third Party Terms on behalf of Customer and to otherwise act on behalf of Customer for any and all matters relating to, arising out of, or in connection with, the Third Party Services and any applicable Third Party Terms, including without limitation to authorize payment to Providers (which may include by debiting Customer’s bank account) for fees and amounts owed to such Providers under the applicable Third Party Terms, if and as applicable. All actions, notices, communications, determinations, and acceptance of Third Party Terms by or on behalf of Customer by iClassPro shall conclusively be deemed to have been authorized by, and shall be binding upon, Customer.

(c) You acknowledge and agree that iClassPro has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed by any Provider. You hereby release and hold us harmless from any and all liability arising from your use of any of the foregoing. Similarly, you acknowledge that Providers do not endorse and are not responsible for the iClassPro services.

(d) You hereby authorize us to share any information you provide to us with Providers, and you authorize each Provider to share your information with us, as may be reasonably required for you to use and access the iClassPro services and/or Third-Party Services. If you grant express permission to a Provider to take specific actions on your behalf, or access particular information about your iClassPro account, either through your use of the applicable Third-Party Service or through your iClassPro account or the Site, you acknowledge that we may disclose the information about your account that is specifically authorized by you, to such Provider. You also acknowledge that granting permission to a Provider to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement.

(e) In order to accept credit or debit card payments from your customers through our Services, you must agree to the applicable Third Party Terms with the payment processor Provider (and/or its acquiring bank) (“Payment Processor”). All references to Providers under this Agreement also includes Payment Processor. You also agree to be bound to the terms located here , if applicable. You understand that any transactions you submit to the Payment Processor through the services or our Site are between you and your customer and any issues relating to the transactions shall be solely between you and your customer. Additionally, the processing services with respect to such transaction are performed by Payment Processor, not us. We are not responsible for tax receipts, lost payments, identity theft, chargebacks, card association assessments, fraud or refunds. Your submission of transactions for processing will be governed under the merchant agreement entered into between you and the Payment Processor. The funds processed in connection with your transactions will be settled to you by the Payment Processor. You understand and agree that we do not process, receive or hold funds from your customers at any time in connection with your submitted transactions and that we are not a bank, money transmitter, or other money services business (as such terms are defined by the Bank Secrecy Act or any state law). To the extent we are deemed to hold or receive funds (constructively or otherwise) from your customer at any point in time, you hereby irrevocably appoint us as your limited (and non- fiduciary) agent for the purpose of collecting, receiving, holding, and settling funds from your customer on your behalf. In the event we receive funds from your customer on your behalf, such funds shall be deemed received by you upon receipt by us and shall satisfy your customer’s obligation to you in connection with such transaction for the services provided by you. If we fail to remit such funds to you, your sole recourse for such event is solely against us and not against the customer or the customer’s financial source.

(f) CUSTOMER AGREES THAT THE USE OF THIRD PARTY SERVICES IS AT CUSTOMER’S SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS OR AGREEMENTS BETWEEN CUSTOMER AND PROVIDERS OR FOR ANY INFORMATION APPEARING ON PROVIDER SITES OR ANY OTHER SITE LINKED TO OUR SITE.

(g) Customer warrants that it has taken such precautions as are necessary to ensure that its data and its customers’ data is protected and that its electronic systems are secure from breach, intrusion, or compromise by any unauthorized third parties. In the event that Customer’s system is breached and an unauthorized third party has access to or has accessed customer data or transaction data, Customer must notify the designated parties as required under any applicable laws or industry guidelines and shall immediately notify iClassPro and Provider of such breach and take such prompt action and precautions as necessary to prevent any continuous or additional breach.

9. Confidentiality and Data Security.
(a) Privacy Policy. Your privacy is important to us. How we collect and use your information is described in iClassPro’s privacy policy, which is available at https://www.iclasspro.com/notice/privacy-policy. Our Privacy Policy, as it may change from time to time, is incorporated into this Agreement.

(b) Confidentiality. In the course of using the Site or Services, you may be exposed to information of a confidential or proprietary nature belonging to iClassPro (“Confidential Information”), including but not limited to information regarding iClassPro services and related technology, or information regarding iClassPro’s business, financial, or marketing activities. You agree that you will not disclose any such information to any third party without iClassPro’s prior written consent, and that you will not use such information except as expressly authorized by iClassPro. Internal dissemination of Confidential Information shall be limited to those employees or agents whose duties justify the need to know such information and then only on the basis of an agreement by such employees or agents of their obligation to maintain the trade secret or confidential status of such Confidential Information and to restrict the use thereof solely to the use permitted under this Agreement. You shall remain responsible for the actions of your affiliates, employees, and agents, and any other person to whom Confidential Information is disclosed. Upon the termination of the applicable Agreement or these Terms for any reason, you shall promptly return to iClassPro any and all copies of Confidential Information in your possession or the possession of your affiliates, employees, and agents.

(c) Data Security and Compliance. To the extent you use, process, or submit personally identifiable information, including without limitation cardholder data or account numbers, you agree to notify your customers how and why personally identifiable data is collected and used in accordance with applicable law and rules. You agree not to use, disclose, sell, or disseminate any card, cardholder, or other transaction information obtained in connection with a transaction except for purposes of completing the transaction, or to resolve chargebacks, retrievals, or similar issues involving the transaction, unless otherwise required by a court order, governmental agency request or subpoena, or applicable law. You acknowledge and agree that you are solely responsible for the security of data residing on services owned or operated by you or any third party designed by you, e.g., a web hosting company, processor, or other service provider. You represent and warrant that you and your service providers have adopted all security measures and taken all precautions necessary to ensure that all transaction data, cardholder data, and personally identifiable data are adequately protected and that your electronic systems (including without limitation all hardware and software used) are secure from access, breach, intrusion, or compromise by any unauthorized third parties. You further represent, warrant, and agree that (i) you will use the Site and Services only for lawful purposes and in compliance with all applicable laws, rules, and regulations; (ii) you are solely responsible for verifying the accuracy and completeness of all transactions and associated data submitted to iClassPro and/or its Providers; and (iii) all information submitted and/or processed using the Site and Services are true, correct, and complete to the best of your knowledge.

10. Subscription Fees and Payments. Customer represents and warrants that if Customer purchases goods or services from us or from Providers that (i) any credit or bank account draft (ACH Draft) information Customer supplies is true and complete, (ii) charges incurred by Customer will be honored by the credit card company or financial institution, and (iii) Customer will pay the charges incurred at the posted prices, including any applicable taxes. Service subscriptions will be suspended 5 (five) days after the start of the billing cycle for non-payment. Service subscriptions will be canceled on the start date of the next billing cycle for non- payment. Customer is required to provide a valid payment method prior to reinstating any Service subscription and must pay the entire balance prior to the start of the next billing cycle. The reinstatement date will become Customer’s new billing date, regardless of any prior agreement or arrangement. Any remaining unpaid balance will result in the suspension of all subscriptions. Suspended and canceled user accounts are inaccessible to Customer, including Customer’s data. All Customer data is permanently deleted 60 days after subscription cancellation. If Customer is signing up for a free trial, the date of Customer’s first bill will be 1 (one) calendar month from the sign-up date. Otherwise, the first bill will be the same day or the following business days after the sign-up date. Following the free trial period, to avoid being billed, Customer must call iClassPro at 1-877-554-6776 during business hours and request account cancellation before the first bill date.

11. Links to other Websites. The Site and/or the Services contain links to other websites as a convenience to you. When you access third party websites (including websites of Providers) or use Third Party Services, you accept that there are risks in doing so, and that iClassPro is not responsible for such risks. We are not responsible for the content, accuracy, or opinions expressed in such websites, and such websites are not investigated, monitored, or checked for accuracy or completeness by us. Inclusion of any linked website on our Site does not imply approval or endorsement by us. If Customer decides to leave our Site and access these third- party sites, Customer does so at Customer’s own risk. We encourage you to be aware when you leave our Site or access Third Party Services and to read the terms and conditions and privacy policy of each third party website or Third Party Service that you visit or utilize.

12. DMCA Notices. We respect the intellectual property of others, and we ask Customer to do the same. If Customer believes that work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent 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 has been infringed;
(c) A description of where the material is located on the Site and/or Services;
(d) Customer’s address, telephone number, and email address;
(e) A statement that Customer has good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) A statement, made under penalty of perjury, that the above information in Customer’s notice is accurate and that Customer is the copyright owner or authorized to act on the copyright owner’s behalf. Our Copyright Agent for Notice of claims of copyright infringement on the Site can be reached as follows:

To: iClassPro, Inc.
Attention: Copyright Agent
Subject Line: DMCA Notification / DMCA Counter Notification
Email: support@iclasspro.com
Address: 1249 LL Mackey Pkwy, Longview, Texas 75605
Telephone: +1 877-554-6776

The full text of the Digital Millennium Copyright Act can be found at
http://www.copyright.gov/legislation/hr2281.pdf

13. Refund and Cancellation Policy. If a product purchased by Customer proves to be defective or not to Customer’s reasonable satisfaction, please return the product within 21 days of receipt, to the following address: 1249 LL Mackey Pkwy, Longview, TX 75605. In such an event, we will provide Customer a credit for other purchases on the Site and/or the Services (less shipping and handling charges incurred). If a service, such as the Services purchased or subscribed to by Customer proves not to be within Customer’s reasonable satisfaction, Customer may request a refund within 30 days of the original sign-up date, by phone or email - account owner verification is required for all cancellations. In such an event, we will provide Customer a full refund of the entire first month’s subscription fees pertaining to the Services, not including any setup fees, support fees, data backup and/or data recovery fees, and any other non-subscription based fees. If Customer wishes to cancel any existing subscriptions, such as a monthly subscription to the iClassPro Services. iClassPro does not allow for any type of refund for subscription charges after the initial 30 days after signup, there are no exceptions. This Section 14 sets forth Customer’s sole and exclusive right to refund and return. iClassPro reserves the right to refuse service to anyone at any time, with or without cause.

14. Information and Press Releases. The Site and/or Services contains information and press releases about us. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.

15. Indemnification. Customer agrees to indemnify, defend and hold us and our partners, attorneys, staff, and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim, and expense, including reasonable attorney’s fees, related to: (a) Customer’s violation of this Agreement; (b) Customer’s use of the Site and/or the Services; (c) Customer’s breach (or alleged breach) of Third Party Terms; (d) Customer’s use of Third Party Services (including but not limited to any chargeback liability that arises in connection with Third Party Services); (e) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by Customer or any of its employees, agents or customers; (f) the reliability, accuracy, or legitimacy of payment data or purchase orders submitted by Customer to Provider; (g) payment card transactions submitted by Customer to Provider and rejected by Provider or an issuing bank; (h) any alleged infringement of a patent, copyright, trademark or other intellectual property right by Customer; (i) any alleged or actual violation by Customer of any applicable laws, regulations or rules of (1) the card associations, (2) the Gramm Leach Bliley Act, or (3) any regulatory body or agency having jurisdiction over the subject matter hereof; or (j) any violation of Provider’s then-current policies or guidelines. In the event Customer causes fines and/or penalties to be charged to iClassPro or Provider by the card associations or any other entity, Customer agrees to immediately reimburse iClassPro or Provider, as applicable, for said fines and penalties. In addition, Customer shall be fully liable to Affiliated Parties for, and shall completely indemnify, defend and hold harmless Affiliated Parties from any and all liability from, any and all loss, liability, penalty, fine, settlement, cost, damage, injury, or expense, including but not limited to attorneys fees and litigation expenses, incurred by any Provider (whether caused by the negligence of any Provider, their agents, employees, or otherwise), arising out of or related to the services provided by any Provider to Customer under any agreement entered into by iClassPro on behalf of Customer, whether or not a contract has been deemed to have been entered into by Customer.

16. Restrictions. Customer agrees it will not: (a) modify, alter, reverse engineer, or create derivative works or content of the Site or Services offered by iClassPro; (b) use the Site or Services in connection with any illegal or fraudulent business or transaction; (c) distribute to third parties or publicly display the Site or Services contents or use any portion thereof for commercial purposes, except as expressly authorized; (d) scrape, copy, download, use, or distribute (whether or not for commercial purposes) any other user’s personal information, or send other users of the Site or Services spam, surveys, contests, chain letters, pyramid schemes, or other unsolicited bulk or junk messages; (e) remove, modify, or obscure any copyright, trademark, or other proprietary notice; (f) attempt to (1) gain access to any portion of the Site or Services for which you do not have authorized access, (2) interfere with or interrupt the operation of the Site or Services (including without limitation through denial of service attacks), or (3) harm iClassPro or any user of the Site or Services through hacking, data mining, the use of viruses or other malware, or any other means; or (g) otherwise use or access the Site or Services, their contents, or any connected network, system, or database, in any way not authorized by this Agreement or in violation of any law.

17. Miscellaneous. This Agreement shall be treated as though it were executed and performed in Longview, Texas, and shall be governed by and construed in accordance with the laws of the State of Texas (without regard to conflict of law principles). Any cause of action by Customer with respect to the Site, Services and/or any information, products, or services must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 6 and Section 8. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Longview, Texas. Customer expressly submits to the exclusive jurisdiction of said courts and consents to extraterritorial service of process. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site and/or Services is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

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