Terms of Service

 

  1. GENERAL INFORMATION
    1. 1.These Classe365 Terms and Conditions (the “Terms”) constitute a legally binding agreement between the company Sprout On Web Pty. Ltd. having a registered place of business at 22-28 Edgeworth David Ave, Hornsby NSW 2077, Australia, and a business registration number (ABN) 72 138 602 418 (the “Company”, “we”, “us”, and “our”) and an individual user or a business entity (the “user”) accessing and using the software-as-a-service Classe365 available at https://www.classe365.com, the mobile applications Classe365, and the related services (collectively, “Classe365”). If the user is accepting these Terms on behalf of an educational Organization (e.g., if a school administrator is agreeing to these Terms on behalf of the school), the user represents and warrants that the user is authorised to enter into the contract on the basis of these Terms on behalf the Organization.
    2. About Classe365. Classe365 is student administration and learning management platform that assists schools and other educational institutions (the “Organizations”) in managing their administrative records and arranging learning activities. The users may create, upload, manage, and access education-related records, including, but not limited to, students’, teachers’, alumni’s, parents’, and class records, digital files, comments, messages, notices, and event information (collectively, the “Records”).
    3. License to use Classe365. We grant the user a personal, revocable, non-exclusive, non-transferable and limited license to use Classe365 pursuant to these Terms. This license does not include any resale of Classe365 or any content made available on Classe365.
    4. Classe365 is not marketed and should not be used by persons under the age of 18. If the user is not of age of majority and/or cannot form a binding contract, such a user has to accept these Terms only under the supervision of a parent or a legal guardian and get permission from the parent or legal guardian to use Classe365.
    5. All information provided on Classe365 is for general information purposes only; it does not constitute technical or expert advice. Although we regularly monitor Classe365, we cannot guarantee the accuracy, reliability, currency, relevance, and completeness of the information available on Classe365, neither provided by us nor by the users of Classe365.
    6. Third-party links and advertising. Classe365 may contain links to websites, applications, and other online sources owned and operated by third parties. Classe365 may also feature information provided by the Organizations, teachers, students, parents, and other third parties. We are not responsible or liable in any manner for the content of such third-party links, information, as well as the security and privacy practices deployed by the operators of third-party websites. Please exercise your due diligence before clicking on any third-party links or advertisements.
    7. Any requests for customer or technical support should be addressed to us by email at clientservice@classe365.com.
    8. Access to Classe365. The user is responsible for providing and maintaining, at user’s own risk, option and expense, any hardware, software and communication lines required to access and use Classe365.
    9. Privacy and other relevant terms. The documents that include important provisions regarding user’s access and use of Classe365, are incorporated by reference to these Terms, and should be read and interpreted together with these Terms are:
      • Our privacy policy available at https://www.classe365.com/privacy-policy (the “Privacy Policy”), which describes in detail how we handle users’ personal data collected and processed through Classe365;
      • Our data processing agreement available at https://classe365.com/classe365-personal-data-processing-agreement, which governs the processing of personal data in instances when we act as a data processor;
      • Our cookie policy available at https://classe365.com/classe365-cookie-policy, which provides information on our cookie usage practices; and
      • Other individual terms and conditions made available by us through Classe365.

 

  1. USER ACCOUNTS
    • Types of user accounts. In order to access and use the full functionality of Classe365, the users are required to create a user account (the “Account”). Before creating the Account, the user will be requested to read and accept these Terms and review the Privacy Policy. The personal data related to the Account will be processed in accordance with our Privacy Policy. The Account is not transferable, and the user is solely responsible for any activities occurring through the Account. There are the following types of Accounts available on Classe365:
      • Admin’s Account, which allows the Organizations to create, upload, and manage the Records (e.g., students’ and class records, digital files, comments, messages, notices, events, and other content) and grant access to Classe365 to teachers, students, and parents. Admin’s Account can be created directly on Classe365 by submitting the requested personal data and completing the verification process;
      • Teacher’s Account, which allows teachers working for the Organizations to access and manage the Records made available to them by the respective Organization. The credentials for accessing the Teacher’s Account are provided by the Organization directly to the teachers;
      • Student’s Account, which allows Organization’s students to access and consult their records. The credentials for accessing the Student’s Account are provided by the Organization directly to the students; and
      • Parent’s Account, which allows parents or legal guardians to access and consult their children’s records. The credentials for accessing the Parent’s Account are provided by the Organization directly to the parents or legal guardians.
    • User’s warranties. By registering the Account, the user acknowledges, agrees, and warrants that:
      • The user will comply with these Terms and all applicable local, state, national and foreign laws, treaties, and regulations while using Classe365;
      • The user will provide only true, accurate, complete, and up-to-date information, including personal data;
      • The user will update the Account as soon as any changes to the personal data or other information occur;
      • The user can conclude legally binding contracts with us and is of a legal age to do so;
      • The user is not under any type of judicial interdiction;
      • The user is authorised by relevant parties (e.g., the Organization) to create the Account;
      • The user will register a single Account (multiple Accounts registered by the same person or entity are not allowed);
      • The registration of the Account does not create a direct conflict of interests between the user and the Company or Classe365; and
      • The user is a human individual and not a machine (machine-generated Accounts are not allowed).
    • Conflict of interests. The user is not allowed to register the Account if such a registration creates a direct conflict of interests between the user and the Company or Classe365, unless the user obtains a prior written authorisation from us for the creation of the Account.
    • Security of the Account. The user is solely responsible for maintaining the confidentiality of the Account, including keeping secure login details and passwords. By using Classe365, the user agrees to immediately notify us about allegedly unauthorised use of the Account or any other security breach related to the Account. The user is also responsible for using secure Internet connection and protected networks while using Classe365. We cannot and will not be liable for any loss or damage resulting from user’s failure to comply with these security obligations.
    • Deactivation of the Account. At any time, the user may delete the Account through the dashboard of the Account or by sending a request directly to us. Upon deactivation of the Account, these Terms shall terminate.
    • Suspension and termination of the Account. We reserve the right to suspend or terminate the Account if, at our sole discretion, we have grounds to believe that the user has breached these Terms or upon a lawful request of a public authority.
    • Confidential information. Any information made available by us to the Organization is of confidential nature (the “Confidential Information”). The Organizations must at all times (i) keep confidential and not disclose to any person any of the Confidential Information and (ii) only use such Confidential Information for the purposes of performing Organization’s obligations under these Terms. The Confidential Information can be disclosed only to Organization’s employees, employers, officers, sub-contractors, representatives or advisers who need to know such information for the purposes of carrying out the obligations under these Terms.
    • Authorisation and insurance. The Organizations are solely responsible for obtaining all necessary authorisations, certificates, and undergoing verifications enabling them to provide education-related services. By creating the Organization’s Account, the Organization confirms that it has the necessary skills, rights, authorisation and licenses (if prescribed by law) to provide educational services. We are not responsible in any manner and bear no liability for Organization’s activities carried out through Classe365 without such authorisation. We insist the Organizations to (i) obtain appropriate liability insurance policies related to the services provided by them and (ii) make sure that the terms and conditions of the insurance policy do not contravene to these Terms. Although the Organizations may indicate that they maintain appropriate insurance policies, we make no representation or warranty that the Organization actually holds such insurance policies.

 

  1. FEES, PAYMENTS, aND REFUNDS
    • The Fees. The use of Classe365 by the Organizations is subject to the applicable service fees (the “Fees”). The Fees and payment terms related to the services provided through Classe365 are made available on Classe365 or communicated to the Organizations personally. The Fees are indicated in United States dollars (USD) and are charged on a subscription basis monthly or annually. By concluding a service contract with us, the Organization agrees to pay the Fees in accordance with these Terms and the terms and conditions in force at the moment the service contract is concluded. The Fees remain valid for as long as they are indicated on Classe365. The Fees are subject to a change without a prior notice.
    • Trial Period. We provide the Organizations with a 14-day trial period (the “Trial Period”) to their use of Classe365. The Trial Period is not subject to the Fees and we will not make any charges for the Trial Period. The Trial Period commences automatically after the Organization registers its Account. The Trial Period can be cancelled at any time before the Trial Period expires. Upon expiration of the Trial Period, unless cancelled earlier by the Organization, the subscription plan chosen by the Organization shall commence, subject to the applicable Fees.
    • The Fees exclude applicable taxes. The Organizations are responsible for paying all applicable income taxes, including on the income received under the Education Agreements (as defined in Section 4 of the Terms).
    • Payment processing. All payments related to Classe365, including payments of the Fees, are processed by our third-party payment processors Stripe, PayPal, Fidelity Payment, GoCardless, and SSL Commerz (collectively, the “Payment Processors”). The Payment Processors are solely responsible for handling the payments. The Organization agrees not to hold us liable for payments that do not reach us because it has quoted incorrect payment information or the Payment Processors refused the payment for any other reason. Please note that the Payments Processors may collect some personal data, which will allow them to make the requested payments (e.g., credit card details). The Payment Processors handle all the steps in the payment process through their systems, including data collection and data processing. We do not have access to the payment data, unless such data is necessary for ensuring that the payment was successfully processed or maintaining our accountancy records. For example, we may store Organization’s credit card details in our system in order to (i) ensure that all payments are processed in a timely manner and (ii) maintain our accountancy records.
    • The invoices for the Fees paid and any payments charged by us (the “Invoices”) are generated automatically and can be reviewed and downloaded through the Organization’s Account. The Organization is responsible for ensuring that all information in the Account is accurate and up-to-date so that the Invoices could be generated correctly. We accept no responsibility if the Invoices are erroneous due to Organization’s failure to comply with these Terms.
    • Concluding a service contract with us. To conclude a service contract with us, the Organization needs to: (i) register the Account; (ii) choose the features and functionalities of Classe365; (iii) provide the required payment information; and (iv) click on the button “Pay or Subscribe”. Any input errors can be identified and corrected prior to clicking on the “Pay or Subscribe” button. After the payment is processed, we will pre-authorise the Fees and send the Organization a confirmatory email informing it about the order. By clicking on the button “Pay” and receiving the confirmatory email, the Organization concludes a service contract in English with us on the basis of these Terms.
    • Cancelling service contracts. The Organizations are entitled to cancel then-current subscription plans within the subscription term at any time though the dashboard of the Account or by contacting the Company directly. No Fees paid by the Organization for the respective subscription plan shall be returned to the Organization. After the cancellation of the subscription plan becomes effective, no further Fees shall be charged to the Organization.
    • All sales are final. We do not provide refunds to the Organizations for any Fees paid. If an organization is not satisfied with the quality of the services provided through Classe365, the Organization may cancel the service contract as explained in Section 3.7 of the Terms and stop using Classe365.

 

  1. EDUCATION AGREEMENTS
    • Classe365 serves as a platform that facilitates the communication between the Organizations, teachers, students, and parents (collectively, the “Contractors”). Unless otherwise provided in the Terms, we do not intervene into the communication between the Contractors as well as negotiation, conclusion, and execution of the service contracts between the Contractors (the “Education Agreements”). Our responsibilities with regard to the Education Agreements are limited to: (i) ensuring the availability of Classe365; (ii) processing the Records; (iii) facilitating the communication between the Contractors; and (iv) serving as the limited payment processing agent of each Contractor by making available invoice management tools and enabling third-party payment processing methods to be integrated to Classe365. By using Classe365, the users acknowledge and agree that the Organizations and not us are solely responsible for (i) concluding any Education Agreements and (ii) providing the services under the Education Agreements.
    • Entering into the Education Agreements. If the Contractors decide to enter into the Education Agreement, the Education Agreement is the contractual relationship between the Contractors and the Contractors have complete discretion with regard whether to enter into the Education Agreement and the agreed terms of the Education Agreements. The Contractors acknowledge and agree that the Company is not a party to the Education Agreement and the formation of the Education Agreement does not create employment, partnership, joint venture, or other service relationships between the Contractors and the Company. The Contractors may enter into any agreements as they deem to be appropriate (e.g., a confidentiality or assignment agreements), provided that such agreements do not conflict with, narrow, or expand these Terms.
    • We are not a party to the Education Agreements and, therefore, we will not be liable for any direct, indirect, consequential or inconsequential loss or damage that results from the Education Agreements and any business transactions made between the Contractors as a result of the interactions through Classe365.
    • The Organizations are solely responsible for:
      • Ensuring that they are qualified in providing services featured through Classe365;
      • Preparing, negotiating, concluding, and executing the Education Agreements;
      • Paying all applicable taxes, levies, duties, and other fees associated with payments made under the Education Agreements; and
      • Cooperating with us in any audits by providing information and records about the Education Agreements, invoices, tax returns, and other financial reports issued under the Education Agreements.
    • Classe365 provides general information about the Organizations and displays profiles created by the Organizations. We do not endorse any users of Classe365 and Classe365 features only a limited list of the Organizations that is compiled by us on the basis of the Organizations’ Accounts and updated from time to time.
    • Although we require providing only true, accurate, correct, and up-to-date information through Classe365, we do not guarantee that any information, accreditation, and personal data provided by the Contractors is true, accurate, correct, and up-to-date. We make no warranties regarding any information or services provided by the Organizations through Classe365 and any transactions carried by the Contractors through Classe365.
    • The students and parents are solely responsible for carrying out appropriate checks regarding the Organizations, including their relevant trade and industry accreditations, qualifications, and legal authorisations prior to concluding the Education Agreements. None of the references provided by us or the users of Classe365 in relation to any user of Classe365 (e.g., reviews, comments, ratings or status “verified”, “connected” or similar) represents endorsement, certification or guarantee about any user, as well as the information or services provided by that user.
    • We are not responsible for any disputes that arise between the Contractors, nor we are obliged to receive or process, complaints against the users of Classe365 or resolve disputes between the users of Classe365 or Contractors, unless the complaint concerns the performance of our legal or contractual obligations under these Terms.

 

  1. THE RECORDS
    • The users you may upload and submit various types of Records through Classe365. Some of the Records may become available to other users of Classe365 (e.g., if you use Classe365 as the Organization, the students, parents, and teachers will be able to see the Records made available to them). Therefore, we request the users to: (i) exercise their due diligence when creating, uploading, and managing the Records; (ii) not to make any sensitive information publicly available to other users of Classe365; and (iii) make sure that, by creating, uploading, and managing the Records, the user complies with these Terms.
    • By creating and uploading the Records through Classe365, the user grants us unrestricted, sub-licensable, royalty-free, perpetual, and irrevocable rights to use, distribute, advertise, adapt, remix, modify, publicly display, publicly perform, excerpt, prepare derivative works of, and reproduce the Records for the purposes of providing our services and carrying our legitimate business interests.
    • The user agrees not to submit the Records that violate these Terms or any applicable laws, including intellectual property rights of others and the user agrees to pay all royalties, fees, and any other monies applicable to the Records.
    • The user understands and agrees that, in order to ensure the security of Classe365, we may, but have no obligation to, monitor or review the Records. We reserve the right, at our sole discretion, to refuse to upload, modify, delete, or remove the Records, in whole or in part, that violate these Terms or may harm the reputation of Classe365. However, the user remains solely responsible for the Records.
    • The user is not allowed to make publicly available personal data of persons who have not provided the user with their prior authorisation or consent to share that personal data (e.g., the Organizations cannot publish names, contact details, and health-related data of a person if no lawful basis is available) through the Records.
    • The Records include users’ personal views and recommendations. The Records do not reflect our views, recommendations, endorsement, or any commitments related thereto.

 

  1. ACCEPTABLE USE POLICY
    • When using Classe365, the user is required to follow our acceptable use policy outlined in this Section 7. We work closely with law enforcement and we report any inappropriate content that may infringe applicable laws.
    • The user is not permitted to use Classe365 in any manner that substitutes or contributes to the following activities (the list is representative and not exhaustive):
  • Any unlawful activity, including violation of any laws, statutes, ordinances, or regulations;
  • Fraud;
  • Provision of false, inaccurate, or misleading information;
  • Dissemination of information about the acts, including pranks and challenges, that may result in injuries and physical harm;
  • Posting of the Records that depict or incite others to commit acts of violence;
  • Provision of the Records that depict children or may cause emotional distress to children;
  • Gambling, including contests, lotteries, games of chance, bidding fee auctions, sports forecasting or odds making, Internet gaming, fantasy sports leagues with cash prizes, and sweepstakes;
  • Spreading of malware (e.g., viruses, worms, Trojan horses), spam, and other illegal messaging;
  • Spreading ethnically, racially, or otherwise objectionable information;
  • Spreading religious or cultural intolerance;
  • Sexually explicit, libellous, harassing, defamatory, abusive, profane, vulgar, threatening, hateful, obscene behaviour and terrorism-related content;
  • Advertising or encouraging the use of tobacco, alcohol, and any illegal substances;
  • Copying, distributing, renting, reselling, modifying, compromising, damaging, disabling, impairing, and overburdening Classe365;
  • Interfering with or abusing other users of Classe365;
  • Using bots, scripts, and other automated methods; and
  • Collecting and disclosing any information about other users of Classe365.
    • Reporting inappropriate content. If the user has grounds to think that some of the content available on Classe365 is inappropriate, infringes these Terms, applicable laws, or user’s or third party’s right to privacy, the user is requested to contact us immediately at clientservice@classe365.com. If any content is reported as inappropriate, we will immediately delete the content from Classe365 and investigate the conduct of the reported user.

 

  1. MARKETING AND INFORMATIONAL NOTICES
    • Marketing messages. To keep the users up-to-date with Classe365, we may the users marketing messages, such as newsletters, brochures, promotions and advertisements, informing the users about our new services or new features of Classe365. We will contact users for marketing purposes only if:
    • We receive user’s express (“opt-in”) consent to receive marketing messages; or
    • We decide to send the Organizations marketing messages about our new services that are closely related to the services already used by the Organizations.
    • Opting-out. The user can opt-out from receiving marketing messages at any time free of charge by clicking on the “unsubscribe” link contained in any of the messages sent to the user or by contacting us directly.
    • Informational notices. From time to time, we may send the users informational notices, such as service-related, technical or administrative emails, information about Classe365 and the Account, user’s privacy and security, and other important matters. We will send such notices on an “if-needed” basis and they do not fall within the scope of direct marketing communication that requires user’s prior consent.

 

  1. SECURITY
    • We take appropriate security measures to protect the information we store on Classe365 against unauthorised access. The security measures taken by us include secured networks (we use SSL encryption), strong passwords, DDOS mitigation, limited access to personal data by our staff, and anonymisation of personal data (when possible). For more information on the security measures implemented by us, please refer to http://docs.classe365.com/en/articles/457792-classe365-cloud-security-compliance.
    • Avoiding phishing and scam. Phishing is an online scam that aims to trick someone into giving up their personal data, such as credit card numbers, social security/national ID numbers, or other financial data. Usually, when scammers have that information, they will then use it to steal your money, property or identity. The user agrees not to disclose any financial information through Classe365 or make any wire transfers to other users of Classe365 or third parties outside Classe365 with regard to Classe365, unless it is required (i) to process user’s payment or (ii) other legitimate purposes within the scope of the services provided through Classe365.
    • The user is solely responsible for the interactions with other users of Classe365. The user acknowledges and agrees that we do not conduct any checks of the qualifications, certification, skills, and background of Classe365 users. We make no representations or warranties as to the conduct of Classe365 users.
    • Security incidents. Given the nature of communications and information processing technology and the Internet, we cannot be liable for any security incidents, cyber attacks, data breaches, and unlawful destruction, loss, use, copying, modification, leakage, and falsification of any information caused by circumstances that are beyond our reasonable control. In case a security incident occurs, we will inform relevant authorities without undue delay and immediately take reasonable measures to mitigate the incident, as required by the applicable law. Our liability for any security incidents will be limited to the highest extent permitted by the applicable law.

 

  1. INTELLECTUAL PROPERTY
    • Our Content. Most of the content made available on Classe365 excluding the Records, is owned by us, our partners, agents, licensors, vendors, and/or other content providers (“Our Content”). Our Content includes, but is not limited to, text, images, audio-visual content, source code, trademarks, service marks and trade names. Our Content is protected by the applicable intellectual property laws and international treaties. The user is not allowed, without obtaining prior written authorisation from us, to:
  • Copy, distribute, and make available Our Content to third parties;
  • Disassemble, make alterations, decompile, reverse engineer, translate, and adapt Our Content;
  • Distribute, rent, loan, use, lease or attempt to grant other rights to Our Content to third parties; and
  • Use any manual or automated means to scrap any content available on Classe365.
    • Third-party intellectual property. Some of the intellectual property assets, such as the Records and trademarks, featured on Classe365 may be owned by the users and other third parties. Such third-party intellectual property does not belong to us and it remains the sole property of the respective third-party proprietors.
    • Copyright infringement claims. We respect intellectual property rights. If a user has any grounds to believe that any content made available on Classe365 violates user’s or third party’s intellectual property rights, the user is requested to contact us, express user’s concerns, and request to remove the allegedly infringing content (our contact details are available at the end of the Terms). In the copyright infringement claim, please provide sufficient details allowing us to locate the allegedly infringing content on Classe365. We will reply to the copyright infringement claim as soon as possible but no later than 2 weeks.

 

  1. AVAILABILITY AND FORCE MAJEURE
    • We put reason able efforts to ensure that Classe365 is always accessible. However, the availability of Classe365 may be affected by factors, which we cannot reasonably control, such as bandwidth problems, equipment failure, acts and omissions of our third-party service providers, or force majeure events. We take no responsibility for the unavailability of Classe365 caused by such factors.
    • Force majeure. The Company is not responsible for the unavailability of Classe365 due to the circumstances outside Company’s reasonable control and force majeure events, including, but not limited to: acts of God; strikes; work stoppages; accidents; acts of war or terrorism; civil or military disturbances; nuclear or natural catastrophes and interruptions; and shortage of supply, breakdowns. Section 3.7 of the Terms does not apply to unavailability of Classe365 or any services related thereto occurring in such circumstances.

 

  1. DISCLAIMER OF WARRANTIES
    • We provide Classe365 on “as available”, “as is”, and “with all faults” basis. To the extent permitted by the applicable law, we do not make any representations or warranties about the reliability, suitability, and accuracy, for any purpose, of Classe365, any content featured on Classe365, whether provider by us or by third parties, and hereby disclaim all warranties regarding Classe365 and its operation.
    • It is user’s sole responsibility to verify and assess the fit for the purpose of Classe365 prior to using it and to decide whether or not Classe365 fits for the intended use.
    • By using Classe365, the user acknowledges that we may use third-party suppliers to provide software, hardware, storage, networking, and other technological services. The acts and omissions of third-party suppliers may be outside of our reasonable control. To the maximum extent permitted by law, we exclude any liability for any loss or damage resulting from the acts and omissions of such third-party suppliers.
    • Nothing in these Terms shall affect any statutory rights the user is entitled to as a consumer and that the user cannot contractually agree to alter or waive.

 

  1. LIMITATION OF LIABILITY
    • Unless otherwise excluded or limited by the applicable law, we will not be liable for any damages, including, but not limited to, incidental, punitive, special or other related damages, arising out or in connection with user’s use of Classe365, any content made available through Classe365, whether provided by us or by third parties, or any transactions concluded outside Classe365 or as a result of Classe365. The user agrees not to hold us liable in respect of any losses arising out of any event or events beyond our reasonable control.
    • We will not be liable to the user for any direct, indirect or consequential losses, which may be incurred by the user in relation to Classe365, such as:
      • Any health issues, cases of injuries and death experienced as a result of the use of Classe365;
      • Direct and indirect loss of profits;
      • Loss of goodwill or business reputation;
      • Loss of opportunities; and
      • Loss of data suffered by the user.
    • We will not be liable for any loss or damage, which may be incurred by the user as a result of:
  • Any changes which we may make to Classe365, or for any permanent or temporary cessation in the provision of Classe365 or any features thereof;
  • The deletion of, corruption of, or failure to store the User-Generated Content and other data maintained or transmitted by or through Classe365;
  • The Education Agreements;
  • User’s failure to provide us with accurate personal data;
  • Communication, business or personal relationships between the users and the Suppliers; or
  • Any reliance placed by the user on the completeness, accuracy or existence of any content, information, recommendations, or advertising featured on Classe365, or as a result of any relationship or transaction between the users, advertisers, and other third parties whose content is featured on Classe365.
    • This Section 13 shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.

 

  1. INDEMNIFICATION
    • The user agrees to indemnify, defend and hold the Company, its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including attorneys’ fees, made by any third party due to or arising out of your breach of these Terms, user’s use of Classe365, or user’s violation of any law or the rights of a third party.

 

  1. SEVERABILITY
    • In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such a provision shall nonetheless be enforceable to the fullest extent permitted by the applicable law, and the unenforceable portion shall be deemed to be severed from these Terms. The validity and enforceability of the remaining provisions shall not be affected as a result.

 

  1. GOVERNING LAW AND DISPUTES
    • Governing law. These Terms shall be governed and construed in accordance with the laws of New South Wales, Australia, without regard to its conflicts of law provisions.
    • The user agrees to resolve any disputes arising out of or relating to these Terms by means of negotiation with the Company. If the dispute cannot be resolved by means of negotiation, the dispute shall be submitted to an alternative dispute resolution (ADR) body before bringing the case to the courts in New South Wales, Australia.
    • Alternative dispute resolution (ADR). ADR body acts as an independent middleman between an Internet service provider and a customer when an initial complaint cannot be resolved. The user does not need (but may put for) legal assistance or representation to take user’s case to an ADR scheme. The ADR body investigates complains by looking at consumer’s and Internet service provider’s arguments and comes to a decision it deems to be fair.

 

  1. MISCELLANEOUS
    • Term and termination. The Terms enter into force on the date indicated at the top of the Terms and remain in force until updated or terminated by us or until the user stops using Classe365.
    • We reserve the right to modify these Terms at any time, effective upon posting of an updated version on Classe365. Such amendments may be necessary due to the changes in the requirements of laws, regulations, new features of Classe365, and our business practices. We will send the users a notification (if we have their email addresses) about any material amendments to the Terms that may be of importance. User’s continued use of Classe365 after any changes shall constitute user’s consent to such changes. We also reserve the right to modify the services provided through Classe365 at any time, at our sole discretion.
    • Breach of the Terms. If we believe, at our sole discretion, that the user violates these Terms and it is appropriate, necessary or desirable to do so, we may:
      • Send a formal warning;
      • Suspend or terminate the Account;
      • Temporarily or permanently prohibit the use of Classe365;
      • Report the user to the relevant public authorities; or
      • Commence a legal action against the user.
    • Transfer of rights. The user is not allowed to assign user’s rights under these Terms. We are entitled to transfer our rights and obligations under these Terms entirely or partially to a third party by giving a prior notice to the user. If the user does not agree to the transfer, the user can terminate these Terms with immediate effect by and stopping to use Classe365.
    • Merger or acquisition. In the event the Company, during the term of these Terms, is acquired, merged, or sells all or substantially all of its assets, these Terms shall not automatically be terminated and the Company agrees to use its best efforts to ensure that the transferee or surviving company shall assume and be bound by the provisions of these Terms.
    • Entire agreement. These Terms, together with the documents referred to therein, represent entire agreement between the user and us regarding your relationship with us and govern your use of Classe365.

 

  1. CONTACT

Any questions and notices regarding these Terms should be sent to us by using the following contact details:

Email: clientservice@classe365.com

Postal address: Sprout On Web Pty. Ltd., 22-28 Edgeworth David Ave, Hornsby NSW 2077, Australia

Company registration number (ABN): 72 138 602 418

Phone: +61 2 9472 5000

 

  1. Description Of The Service
  2. The Classe365 Service (the “Service“, “Services”), as further described on the website www.Classe365.com (the “Site“), enables education institutions to manage student and administrative activities. This includes functionalities including but not limited to student information system and learning management system. The Service is made available to you through the Site and includes (i) the Site; (ii) any software that is made available to you by Classe365 and accessed by you in connection with the Service; (iii) the products, services, and features made available or provided to you by Classe365 in connection with the Service; and (iv) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, trademarks, service marks and logos, contained in or made available through the Service.

  3. Subscription To The Service
  4. Subject to your compliance with these Terms, and payment of applicable fees, Classe365 hereby grants you, and you accept, a worldwide, non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Term (defined below) for the subscribingeducation institution only. Your subscription to the Service is limited to the number of your students designated in the Order Form (“End Users“). “Order Form” (“Registration Form”) means Classe365’s then current order form that you enter into with Classe365 prior to registering for the Service.

  5. Payment
  6. Classe365 reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you. All prices are exclusive of taxes (VAT,GST or otherwise), which may or may not be added to the price, depending on applicable law and the legal residence of the Customer.

    Classe365 Service is billed in advance either on a monthly or yearly basis depending on selection made during payment and is non-refundable. Payment shall be made automatically by charges assessed against the Customer’s credit card or by other designated payment method, as noted on the Classe365 website. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.

    Classe365 is entitled to adjust the prices, functionality and number of Users or Items for the Service from time to time. Adjusted prices shall take effect upon any subsequent term of the Service.Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non-refundable.

    In case of non-payment for any reason or any violation of these Terms and Conditions, Classe365 shall be entitled – without liability – to immediately bar Customer’s access to the Service and bar access to the service plan in question, and to terminate Customer’s account.

    In case of termination of account, Classe365 reserves the right to impose a reconnection fee in the event Customer requests to resume access to the Service. Customer agrees and acknowledges that Classe365 has no obligation to retain Uploaded Data and that such Uploaded Data may be irretrievably deleted if the account is 30 days or more delinquent.

  7. Access
  8. Access to the Service is available at https://www.classe365.com. Classe365 supports both full and mobile webpage formats. Upon entering into a contract with the Customer or User, Classe365 will provide the Customer or User with a username and password for accessing the Service.

    Access to the Service is only available to the Customer and Users, subject to compliance with these Terms and Conditions and, in the case of Customer, making the applicable payments for the Service under this Agreement.

    Usernames and passwords are personal, and are to be considered part of Confidential Information. The User or Customer is at all times fully liable for all acts and omissions by Users whom the User or Customer has granted access and agrees to indemnify Classe365 for all claims and losses related to such acts and omissions.

  9. Service Level
  10. Classe365 will at all times reasonably attempt to achieve the highest possible availability and shortest possible access time of the Service, but no warranties of any kind, regarding any specific availability or time of access are granted. The Service is hosted by Classe365, or a subcontractor of its choice. All data stored as part of the Service may be backed up on a regular basis. If Customers with a subscription plan experience loss of data, Classe365 may use reasonable efforts to attempt to restore data from the most recent working backup; provided, however, Classe365 gives no warranties with respect to recovering or restoring any lost Customer data. The User or Customer is always encouraged to make its own backups of all data stored on the Service.

  11. Your Content
  12. In the course of using the Services, you may provide information which may be used by Classe365 in connection with the Services. You understand that by providing content, materials or information (including without limitation information relating to your end user customers) to Classe365 or in connection with the Service (collectively, “Your Content”), Classe365 hereby is and shall be granted a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sub-licenseable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) in connection with Classe365’s provision of the Services. For clarity, the foregoing license grant to Classe365 does not affect your ownership of or right to grant additional licenses to the material in Your Content. You also acknowledge and agree that Classe365 may use Your Content internally for improving the Services, and on an anonymized and aggregate basis for the purposes of marketing and improving the Services. However, Classe365 will only share your personally identifiable information in accordance with Classe365’s privacy policy in effect from time to time and located at https://www.classe365.com/privacy-policy, and Classe365 will never contact your end user customers directly except as expressly authorized by you in connection with Classe365’s provision of the Services.

  13. Data
  14. Classe365 does not own any data, information or material that You or others submit to the Service in the course of using the Service (“Uploaded Data”). You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all Uploaded Data that You submit. Classe365 shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Uploaded Data.

    The Customer and/or User are fully liable for the legality of all Uploaded Data stored by the Customer and/or User on the Service. Furthermore the Customer and/or User is fully liable, if such Uploaded data is infringing upon third party rights, and accordingly agrees to indemnify Classe365 for all claims and losses related to such infringement and/or illegality.

    If Classe365 on its own or through any third party has notice that Uploaded Data stored by the Customer and/or User is in violation of any law or infringes third party rights, Classe365 shall have the unfettered right to – without liability to the Customer or User – immediately suspend access to such data without prior notice to the User or Customer. The Customer and/or User may be notified by Classe365 of any such action under this Section, when reasonable and possible.

    Upon request by the applicable Customer and/or User, Classe365 may remove, modify, edit or otherwise alter any applicable Uploaded Data.

  15. Cancellation And Termination
  16. Management, Administration and Cancellation of your account is Your responsibility. In case of cancellations the Customer is required to cancel and notify Classe365 through their administration section. If you cancel the Service in the middle of a paid year or month, the Service will remain active until the end of the current paid year or month. It is Customer’s responsibility to backup any data and/or information from the Service within the expiry of the subscription period. Once the subscription period expires, Classe365 will at its discretion, delete the Customer’s data and/or content from the Service. Deleted data and/or content cannot be recovered.

    Classe365 may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Classe365 may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

  17. Your Responsibilities
  18. You are responsible for all activity occurring under your User or Customer account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. In addition, you shall be responsible for abiding by any and all internal policies, procedures and regulations, which are required, by your institution and/or the applicable Users and/or administrators of your account. You shall: (i) notify Classe365 immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Classe365 immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by You or other users to violate this Agreement or the intellectual property rights of third parties; and (iii) not impersonate another Classe365 user or provide false identity information to gain access to or use the Service. By accessing the Service, You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct. In case of breach, Classe365 reserves the right to suspend the service.

  19. Privacy Policy
  20. For information regarding Classe365’s treatment of personally identifiable information, please review Classe365’s current Privacy Policy at http://www.Classe365.com/privacy, which is hereby incorporated by reference; your acceptance of this Agreement constitutes your acceptance and agreement to be bound by Classe365’s Privacy Policy.

  21. Registration And Security
  22. As a condition to using some aspects of the Services, you may be required to register with Classe365 and set a password and user name (“User ID”, “Account Login”). You shall provide Classe365 with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a User ID and/or Account Login a name of another person with the intent to impersonate that person; or (ii) use as a User IDand/or Account Login a name subject to any rights of a person other than you without appropriate authorization. Classe365 reserves the right to refuse registration of or cancel a User IDand/or Account Login in its discretion. You shall be responsible for maintaining the confidentiality of your and your password.

  23. Intellectual Property Rights
  24. Classe365 alone (and its successor or assigns, or its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Classe365 technology, the content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, Classe365 technology, or intellectual property rights. The Classe365 name, the Classe365 logo, and the product names associated with the Service are trademarks of SproutOnWeb Pty. Ltd or its affiliated companies, and no right or license is granted to use them.

    All copyrights and/or other intellectual property rights, title and interests in a) software on which the Service is based and made available to the Customer and/or User, b) source codes or other software components of the Service, c) content of the website Classe365.com and the Service including text and graphics, excluding Uploaded Data, d) trademarks, names etc. are the sole property of Classe365 and its affiliated companies, and/or third parties having granted Classe365 license for its use, and the Customer and/or User shall gain no rights to said intellectual property rights other than the limited right of use as stipulated in this Agreement.

    The Customer and/or User shall not reproduce or redistribute any software, content or trademarks, intellectual property in any form, except as allowed in this Agreement.

    The Customer and/or User retain all intellectual property rights to Uploaded Data stored by such Customer and/or User on the Service.

  25. Indemnity
  26. You will indemnify and hold Classe365, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement or applicable laws, rules or regulations in connection with your use of the Services, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

  27. Modification To Terms
  28. Classe365 reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Classe365 website at https://Classe365.com/site/terms-and-conditions. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

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