IMPORTANT! PLEASE CAREFULLY READ THESE TERMS OF USE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. These Clash School Terms of Use (‘Terms of Use’) apply to the websites, mobile apps, applications and other interactive features or services that you use to access the Clash School coaching services and any other gaming related products and/or services provided by Clash School (each, a ‘Service’ and collectively, the ‘Services’). The Cards & Gift Cards LLC. (d/b/a “Clash School”) is referred to collectively in these Terms of Use as ‘Clash School”, ‘we’ or ‘our.’ ‘You,’ ‘your’ and ‘user’ refer to any person or entity using the Services.

These Terms of Use govern your use of the Services, regardless of how you access them, whether by computer, mobile device, or otherwise; and whether directly through our Services, or through any third-party website that links to them (‘Linked Services’), and regardless of whether you are a registered user or a guest. By using the Services, you agree to the Terms of Use. If you do not agree to the Terms of Use, you are not authorized to use the Services and you must cease all such use immediately.

In some instances, both these Terms of Use and a separate document that provides additional conditions may apply to a service or product offered via the Services (‘Additional Terms’). To the extent there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

You may only have one Clash School account for use of the Services. You may not create or use more than one account, and you may not share your account or any of the Services with others. All information you provide to create an account must be accurate and complete. You may not impersonate any other person or use a name that is not your own. It is your responsibility to update your account information to keep it current and accurate. When you set up an account, you must also choose a password. You are solely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another user at any time, nor to disclose your password to any third party. You agree you will not sell or share or otherwise transfer your membership or any membership rights. You agree to notify Clash School immediately if you suspect any unauthorized use of your account or access to your password. Clash School has the right to terminate your account for any reason at our sole discretion without notice to you.

Age and Residence Requirements; U.S. Jurisdiction

The Services are available to individuals age 13 and over. If you are between the ages of 13 and the age of majority where you live, you must review these Terms of Use with your parent or guardian to confirm that you and your parent or guardian understand and agree to it. You may register for an account regardless of where you live. The Services are not intended for distribution or use in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Clash School to any registration requirement within such jurisdiction or country. By registering, you certify that you are not on any list of restricted persons with whom it is unlawful for a U.S. company to do business. Clash School operates the majority of its Services in the United States. Clash School makes no representations or warranties that the Services are appropriate for use or access in other locations. Anyone using or accessing the Services from other locations does so on their own initiative and is responsible for compliance with United States’ and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the Services and/or the provision of any content, program, product, service or other feature to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.

Coaches

You understand and agree that the Services provide an interface to facilitate communications between users and Coaches and to collect payment from users on behalf of Coaches. YOU UNDERSTAND AND AGREE THAT CLASH SCHOOL IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN USERS AND COACHES. COACHES ARE INDEPENDENT CONTRACTORS, NOT EMPLOYEES OR AGENTS OF CLASH SCHOOL.

PLEASE NOTE THAT CLASH SCHOOL DOES NOT CONFIRM THE INFORMATION IN A COACH’S PROFILE, THEIR COMPETENCY, THEIR BACKGROUND NOR THEIR PROFICIENCY IN THE SUBJECT MATTERS WHERE THEY OFFER THEIR SERVICES. CLASH SCHOOL CANNOT AND DOES NOT CONTROL THE LESSON SERVICES PERFORMED BY COACHES FOR USERS (THE “LESSON SERVICES”), OR THE ACTIONS OF ANY COACHES, USERS OR OTHER USERS OF THE SERVICES. CLASH SCHOOL IS NOT RESPONSIBLE FOR THE ACTIONS OF COACHES, USERS, THIRD PARTIES AND OTHER USERS OF THE SERVICES. ACCORDINGLY, ANY MEETINGS (VIRTUAL OR OTHERWISE) BETWEEN USERS, COACHES OR ANY OTHER THIRD PARTIES AND ANY PURCHASES OF SERVICES PROVIDED BY COACHES ARE DONE AT THE USER’S RISK, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Clash School is not responsible for the use or exchange of any information or files between Coaches and users. Further, Clash School does not control, nor is it responsible for, the truth, accuracy, completeness, safety, timeliness, quality, legality or applicability of anything said or written by Coaches or users.

Shared Information

Your use of the Services may involve the exchange of information (“Shared Information”) between you and a Coach. Clash School is not responsible or liable for the content of such Shared Information, and such attachments may be viewed by other Clash School users, or by the public generally. You acknowledge sole responsibility for and assume the risk arising from the downloading or posting any such Shared Information.

Proprietary Rights

The Services are owned and operated by Clash School. Unless otherwise explicitly specified by Clash School, all materials that are included in or otherwise a part of the Services, including past, present, and future versions, domain names, source and object code, the text, site design, logos, graphics, as well as the selection, assembly and arrangement thereof and the ‘look and feel’ of the Services (collectively, ‘Clash School Content’), are owned, controlled, or licensed by Clash School or Clash School’s third party partners. Clash School Content is protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties. Any unauthorized use of Clash School Content is prohibited. Any unauthorized use of the materials appearing on the Services may violate copyright, trademark, patent, and other applicable laws, rules, regulations, and treaties, and could result in criminal or civil penalties.

Your License to Use Clash School Services and Content

Subject to your compliance with these Terms of Use, Clash School grants you a limited, personal, non-exclusive, non-commercial, revocable and non-transferable license to use the Services and view the Clash School Content. You may only use the Services for your own personal use. You agree not to view, copy, or procure content or information from the Services by automated means (such as scripts, bots, spiders, crawlers, or scrapers), or to use other data mining technology or processes to frame, mask, extract data or other materials from the Clash School Content (except as may be a result of standard search engine or Internet browser usage), unless formally authorized by Clash School under a separate written agreement. No materials from the Services may be copied, reproduced, modified, republished, downloaded, uploaded, posted, transmitted, or distributed in any form or by any means without Clash School’s prior written permission or as expressly provided in these Terms of Use. When you download or use the Clash School Content as authorized by these Terms of Use, you must: (a) keep intact any and all copyright and other proprietary notices; (b) make no modifications to the Clash School Content; and (c) not copy or adapt any object code associated with the Services or reverse engineer, modify or attempt to discover any source code associated with the Services, or allow or assist any third party (whether or not for your benefit) to do so. All rights not expressly granted herein are reserved.

User Content and Activities

When you submit, post, upload, embed, display, communicate, link to, email or otherwise distribute or publish any message, image, video, text, profile data or other material, including, without limitation, recordings of your Lesson Services with a Coach, (collectively, ‘User Content’) to Clash School, any Clash School employee or contractor, or any Clash School website, you grant Clash School and our affiliates, licensees, distributors, agents, representatives and other entities or individuals authorized by Clash School, a non-exclusive, worldwide, perpetual, unlimited, irrevocable, royalty-free, fully sublicensable (through multiple tiers) and fully transferable right to exercise any and all copyright, trademark, publicity, and database rights you have in the User Content, in any media known now or in the future, and to make, use, reproduce, copy, display, publish, exhibit, distribute, modify, sell, offer for sale, create derivative works based upon and otherwise use the User Content. You acknowledge that Clash School may distribute to third parties recordings of lessons in which you participate, either in their entirety or excerpts of same. In addition, you acknowledge that Clash School may edit any User Content you submit without your permission before making it available to third parties for viewing or other use.

In particular, you acknowledge and agree that any lessons or interactions taking place on the platform may be live streamed for public viewing. Additionally, you acknowledge that Clash School may use your User Content including your screen name, account information, or other information provided by you to scrape APIs and collect data about your lessons or interactions. Furthermore, you acknowledge that Clash School may collect this data even when you are not directly using the platform but only to the extent that Clash School uses the data to enhance your platform experience.

Note that we may create, facilitate or display social advertisements, whereby your name, profile, photo, lesson feedback, and other qualitative or quantitative data about you or provided by you may be used to advertise products and services on your use of the Services and your interactions with Clash School. You agree that Clash School may use your name, profile picture and similar information in connection with social ads to advertise products and services based on your use of the Services and your interactions with Clash School, Coach’s and third parties through the Services.

You further agree that Clash School is free to use any ideas or concepts contained in any User Content for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and services; and creating informational articles, without any payment of any kind to you. You authorize Clash School to publish your User Content in a searchable format that may be accessed by users of the Services and the Internet. To the fullest extent permitted by law, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.

Clash School is not required to host, display, or distribute, and may remove at any time, any User Content. Clash School reserves the right to change the format, sizing, and any other display specifications of the Content as it sees fit.

You represent and warrant that (i) you own the User Content submitted by you on, through or in connection with the Services, or otherwise have the right to grant the licenses set forth in this section, and (ii) the posting of your User Content on, through or in connection with the Services and/or Linked Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.

Except as otherwise described in the Clash School’s Privacy Policy posted at https://www.clashschool.com/privacy-policy/, or any other agreement on the Services presented at the time you provide your User Content, you agree that your User Content will be treated as non-confidential and non-proprietary and will not be returned. You acknowledge and agree that your relationship with Clash School is not a confidential, fiduciary, or other type of special relationship. None of your User Content will be subject to any obligation of confidence on the part of Clash School. You acknowledge and agree that, to the fullest extent permitted by applicable law and except as limited by the Privacy Policy, Clash School will not have any obligation to you with regard to User Content and that Clash School may or may not monitor, display or accept your User Content and may delete it at any time. We may, but are not obligated to, review User Content prior to posting it on or distributing it through the Services, or allowing it to be distributed through the Services. This includes private messages exchanged by you and any Coach or any other user through the Services. This ‘User Content and Activities’ section shall survive any expiration or termination of your relationship with Clash School.

Acceptable Use Policy

You are responsible for the User Content you submit through or in connection with the Services, any material or information that you transmit to other users or Coaches, and for your interactions with other users and Coaches. When you contribute, upload or otherwise provide User Content via the Services, you agree to comply with the usage rules set forth below. In addition to removing such prohibited materials, Clash School may terminate the responsible accounts, and/or report such activities to law enforcement authorities as appropriate.

Prohibited User Content includes, but is not limited to, material that Clash School determines:

  • is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual;
  • harasses or advocates harassment of another person;
  • exploits people in a sexual or violent manner or contains nudity, excessive violence, or offensive subject matter or contains a link to an adult or otherwise objectionable website;
  • posts information that poses or creates a privacy or security risk to any person;
  • constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
  • constitutes or promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;
  • involves the transmission of ‘junk mail,’ ‘chain letters,’ or unsolicited mass mailing, instant messaging, or ‘spamming’;
  • contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page) or solicits or is designed to solicit passwords or personal identifying information for commercial or unlawful purposes from other users;
  • furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons or providing or creating computer viruses;
  • includes a photograph or video of another person that you have posted without that person’s consent;
  • violates or attempts to violate the privacy rights, publicity rights, copyrights, patent rights, trademark rights, contract rights or any other rights of any person.

Prohibited activities include, without limitation:

  • unauthorized advertising to, or solicitation of, any user to buy or sell any products or services;
  • circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of our Services;
  • activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
  • modifying, copying, distributing, downloading, scraping or transmitting in any form or by any means, in whole or in part, any content from the Services;
  • any automated use of the Services, such as, but not limited to, using scripts to send messages or posts;
  • interfering with, disrupting, or creating an undue burden on the Services or the networks or services connected to the Services;
  • using the Services in a manner inconsistent with any applicable law;
  • soliciting platforms members for off platform services, or to join similar or competing platforms.

Honor Code

You agree that as a recipient of the Services you will not utilize your access to the Services for any unfair advantage or cheating in any games you play with third parties. The Services are intended solely to improve your skills as a player.

Service Modifications

Clash School reserves the right, in our sole discretion, to make changes to or discontinue any of the Services at any time. As Clash School is continuously updating the Services, any description of the Services provided by Clash School is not a representation that the Services are working or will always work in that manner and these updates may not always be reflected in the Terms of Use.

Notifications

Notifications or receipts from Clash School will be delivered to you by email at the address you provided to Clash School when you created your account or as later updated or through in-site messaging and/or popups. Clash School will not ask you for your personal information, account username, and password, or any of your credit or debit card information via email or text message. If you receive such an email or text message purportedly from Clash School, it is fraudulent and Clash School will have no responsibility for any misuse of any information you provide as a result.

Account Cancellation

You may request cancellation of your account at any time. Clash School may cancel your account in its sole discretion any reason, including but not limited to inactivity or misuse. Even if your account is cancelled, your User Content and any other data you have shared via the Services may persist within the Service after cancellation of your account. Upon cancellation, you agree to stop use of and delete all eDocuments, tools and other materials downloaded by you in connection with your use of the Services.

Credit/Debit Card Processing & Payments

The fees for the Services and any applicable tax (collectively, the “Fees”) will be billed to your credit card, your PayPal account or other payment method that Clash School shall add from time to time (the “Payment Provider”) and you authorize Clash School to charge your Payment Provider and authorize the Payment Provider to pay the Fees; provided that if payment is not received from your Payment Provider, you agree to pay all amounts due upon demand. You must provide current, complete and accurate billing information. You agree to pay all costs of collection, including legal fees and costs, on any outstanding balance. In certain instances, the Payment Provider may charge you a foreign transaction fee or related charges, which you will be responsible to pay. All financial transactions will be processed in U.S. dollars. Clash School may give you the opportunity to purchase in advance use credits to be applied for the purchase of a specified number of lessons or other Services. Such credits are non-refundable and subject to any stated limitations on the period of time in which such credits may be used.

Clash School Credit

From time to time, Clash School may issue you ‘Clash School Credit.’ Upon providing you Clash School Credit, to the fullest extent permitted under applicable law, Clash School may place limits on its use, including, without limitation, the time period in which the credit may be used, and Clash School Credit may not be moved from one Clash School Service to another.

Clash School Currency

Your purchases may be converted from physical currency (such as U.S. Dollars) to a private Virtual Currency. Any purchases of Virtual Currency have the following conditions:

  1. Virtual Currency Purchases are non-refundable.
  2. Virtual Currency may only be spent on the Clash School Platform.
  3. Virtual Currency may not be traded, used, or extracted from the Platform.
  4. Accounts containing Virtual Currency may not be traded, rented, shared, or sold.
  5. After one (1) year of inactivity, dormant Virtual Currency balances may be subject to a maintenance fee. Any such maintenance fee will be communicated in advance to your email address on file.
  6. Subscriptions or other recurring activities (such as ongoing lessons) will maintain your Virtual Currency balance in good standing and preclude application of any maintenance fees.

Clash School Discount Codes, Bonuses, Coupons, Loyalty Programs, Points Programs & Other Promotions

From time to time, Clash School may offer discounts, bonuses, coupons, loyalty programs, points programs, sweepstakes, contests or other promotional incentives. These incentives typically have their own specific rules, restrictions and limitations (e.g., limiting when, how often, and under what circumstances you may be eligible for the promotion). You are responsible for carefully reviewing and complying with these applicable rules, restrictions and limitations. You agree not to engage in any self-dealing, collusion, smurfing (defined as breaking large orders or sales transactions into multiple individual transactions for the purpose of obtaining multiple discounts or payments), or otherwise gaming or defrauding the system. By participating in such promotions, you agree to be bound by the applicable rules and restrictions, and that Clash School, in its sole discretion, may deny payment or benefits to the fullest extent permitted under applicable law (e.g., when it believes improper activity has occurred or when a code has expired). All promotions may expire at any time without notice to recipients. Discounts apply only toward the actual base product/service rental or purchase cost; they do not apply to taxes, shipping, extension or late fees, or any other additional fees (e.g., conversion to purchase fees).

Tax

The Services may be subject to taxes in many states and foreign jurisdictions. Depending on your location and the nature of the product or service you receive from us, this may be a rental tax, sales tax and/or use tax. You are responsible for paying all such taxes.

Third Party Links, Content and Applications

There may be links from the Services, or from communications you receive from the Services, to third party web sites or online features. The Services also may include third party content that we do not control, maintain or endorse.

Functionality on the Services also permits interactions between the Services and third party web sites or online features, including applications that connect the Services or your profile on the Services with a third party site. Using this functionality typically requires you to login to your account on the third party website. We do not control any of these third party sites or any of their content. Neither Clash School nor its service providers are responsible for the practices of any third party. Accordingly, you expressly acknowledge and agree that we make no representations or warranties about the completeness, accuracy, or existence of any advertising, products, or other materials in any third party content or on or available from third party sites or online features.

Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CLASH SCHOOL AND ITS SUBSIDIARIES, DIRECTORS, EMPLOYEES, MANAGERS, OFFICERS, AGENTS, REPRESENTATIVES, AND COACH AND OTHER SUPPLIERS (COLLECTIVELY THE ‘CLASH SCHOOL PARTIES’) SPECIFICALLY MAKE NO REPRESENTATIONS, WARRANTIES, OR ENDORSEMENTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO (A) THE SERVICES, INCLUDING WITHOUT LIMITATION THE LESSON SERVICES AND/OR THE EXPERIENCE OR QUALIFICATIONS OF THE COACHES; (B) THE CLASH SCHOOL CONTENT; (C) USER CONTENT; AND/OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO CLASH SCHOOL OR VIA THE SERVICES. IN ADDITION, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE CLASH SCHOOL PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, AND QUIET ENJOYMENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CLASH SCHOOL PARTIES SPECIFICALLY DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER, NETWORK OR OTHER SOFTWARE AND EQUIPMENT THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLASH SCHOOL DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE CONTENT OF ITS PRODUCTS, WEBSITES OR SERVICES, OR REGARDING THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, RELIABILITY, USEFULNESS OR OTHERWISE. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CLASH SCHOOL PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE CLASH SCHOOL PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES.

BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.

THE CLASH SCHOOL PARTIES ARE NOT RESPONSIBLE FOR THE USER CONTENT, ACCURACY OR OPINIONS EXPRESSED IN USER CONTENT POSTED OR PROVIDED BY THIRD PARTIES ON THE SERVICES OR LINKED SERVICES, AND SUCH SERVICES ARE NOT NECESSARILY INVESTIGATED, MONITORED OR CHECKED FOR ACCURACY OR COMPLETENESS BY CLASH SCHOOL. INCLUSION OF ANY LINKED WEBSITE OR FEATURE ON THE SERVICES DOES NOT IMPLY APPROVAL OR ENDORSEMENT OF THE LINKED WEBSITE OR FEATURE BY CLASH SCHOOL. POSTS AND LINKED SERVICES CREATED AND POSTED BY USERS ON, THOUGH OR IN CONNECTION WITH THE SERVICES MAY CONTAIN LINKS TO OTHER WEBSITES OR SERVICES. CLASH SCHOOL TAKES NO RESPONSIBILITY FOR THIRD PARTY ADVERTISEMENTS OR LINKED SERVICES THAT ARE POSTED ON, THROUGH OR IN CONNECTION WITH THE SERVICES OR LINKED SERVICES, NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE GOODS OR SERVICES PROVIDED BY THESE THIRD PARTIES. THIS ‘DISCLAIMERS’ SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF YOUR RELATIONSHIP WITH CLASH SCHOOL.

Limitations of Liability; Waiver

IN NO EVENT SHALL THE CLASH SCHOOL PARTIES BE LIABLE FOR ANY INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES RELATED TO: (A) THE SERVICE; (B) THE CLASH SCHOOL CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE CLASH SCHOOL PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE; (F) ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICES’ TECHNICAL OPERATION; OR (H) ANY DAMAGE THAT RESULTS FROM EVENTS BEYOND OUR REASONABLE CONTROL, SUCH AS DAMAGES TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE CLASH SCHOOL PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE CLASH SCHOOL PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED THE AMOUNTS PAID BY YOU, IF ANY, TO CLASH SCHOOL IN THE PAST SIX MONTHS. THE PRIOR LIMITATION ON DAMAGES IS NOT INTENDED TO LIMIT THE CLASH SCHOOL PARTIES’ OBLIGATION TO PAY PREVAILING PARTY COSTS OR FEES IF RECOVERABLE PURSUANT TO APPLICABLE LAW. THIS SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF YOUR RELATIONSHIP WITH CLASH SCHOOL.

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF THE CLASH SCHOOL PARTIES’ ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CLASH SCHOOL CONTENT OWNED OR CONTROLLED BY THE CLASH SCHOOL PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CLASH SCHOOL CONTENT OWNED OR CONTROLLED BY THE CLASH SCHOOL PARTIES.

Indemnity

To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Clash School Parties from and against any and all loss, liability, damages, judgments, claims, demands, costs, investigations, settlements, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or directly or indirectly relating to (a) your User Content; (b) your use of the Services or activities in connection with the Services; (c) your breach or anticipatory breach of these Terms of Use; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) the Clash School Parties’ use of your information or User Content as permitted under these Terms of Use, Clash School’s Privacy Policy posted at https://www.clashschool.com/privacy-policy/, or any other written agreement between you and Clash School. You will cooperate as fully required by the Clash School Parties in the defense of any claim. The Clash School Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the Clash School Parties. These indemnity obligations shall survive any expiration or termination of your relationship with Clash School.

Export

Software related to or made available by the Services may be subject to United States export controls. Thus, no software from the Services may be downloaded, exported or re-exported: (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. Further, by using any of the Services, you represent and warrant that you are not on any United States government list of restricted or prohibited persons with whom a United States company may do business.

Miscellaneous

Unless otherwise stated in these Terms of Use, if any provision of the Terms of Use is declared invalid, illegal or unenforceable, all remaining provisions continue in full force and effect. The failure of Clash School to exercise or enforce any right or provision of the Terms of Use is not a waiver of such right or provision. The section titles of the Terms of Use are for convenience only and have no legal or contractual effect. Non-performance of either party, except for the failure to make required payments, will be excused to the extent performance is delayed or rendered impossible by any reason where failure to perform is beyond the reasonable control of the non-performing party. This ‘Miscellaneous’ section shall survive any expiration or termination of your relationship with Clash School.

Changes

Clash School may modify the Terms of Use including the linked policies contained herein from time to time (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Clash School website so that they are accessible via a link on the home page, and that by your use of our Services after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify), you agree to be bound by the then-current version of the Terms of Use, including any changes we may have made since the last time you used our Services. It is therefore important that you review the Terms of Use regularly to ensure you are aware of any such changes. The updated Terms of Use will be effective as of the time of posting, or such later date as may be specified in the updated Terms of Use, and will apply to your use of the Services from that point forward.

Entire Agreement

The then-current Terms of Use, including (a) any related policies and terms referenced in the Terms of Use and (b) any Additional Terms, are the entire agreement between you and Clash School regarding the Services. The Terms of Use may not be modified without the consent of a duly authorized representative of Clash School, and will supersede and prevail over any terms or conditions you may include with any purchase order or other transaction document or communication with us, regardless of whether Clash School signs them or fails to object to them. This ‘Entire Agreement’ section shall survive any expiration or termination of your relationship with Clash School.

Legal Disputes

ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS OF USE BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND CLASH SCHOOL WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

General. You and Clash School agree that any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof (collectively, ‘Disputes’) will be settled by binding arbitration. Without limiting the preceding sentence, you will also have the right to litigate any other Disputes if you provide Clash School with written notice of your desire to do so by email at contact@clashschool.com or within thirty (30) days following the date you first agree to these Terms of Use (such notice, an “Arbitration Opt-out Notice”). If you do not provide Clash School with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth with respect to individual actions in small claims courts. You acknowledge and agree that you and Clash School are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Clash School otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this ‘Legal Disputes’ section will be deemed void. This ‘Legal Disputes’ section will survive any termination of these Terms of Use. Notwithstanding the foregoing, each party reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights or breach of the User Content and Activities provisions of this Agreement.

Arbitration Rules, Governing Law, Jurisdiction and Venue. The arbitration will be administered by the American Arbitration Association (‘AAA’) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the ‘AAA Rules’) then in effect, except as modified by this Section of these Terms of Use. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. These Terms and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action taken in a small claims court as contemplated by these terms will be the courts located in Wilmington, Delaware and each of the parties hereto waives any objection to jurisdiction and venue in such courts. If you are not located in, are not based in, do not have offices in, and do not do business in the United States, any arbitration between you and Company will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these terms, and will be administered by the International Court of Arbitration of the ICC. Any arbitration will be conducted in the English language and unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the law to be applied in any arbitration shall be the law of the State of Delaware, United States, without regard to choice or conflicts of law principles.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure. Unless you and Clash School otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Clash School submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of Limitation of Liability section of these Terms of Use as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Clash School will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes. If Clash School changes this Legal Disputes section, you may reject any such change by sending us written notice (including by email to legal) within 30 days of the date such change became effective, as indicated in the ‘Last Updated’ date. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Clash School in accordance with the provisions of this Section as of the date you first accepted the terms of these Terms of Use (or accepted any subsequent changes to these Terms of Use).

This ‘Legal Disputes’ section shall survive any expiration or termination of your relationship with Clash School.

Contacting Clash School

If you have any questions or concerns regarding the Services, please write to us at contact@clashschool.com.

COACHING SERVICES AGREEMENT

This COACHING SERVICES AGREEMENT (“Agreement”) constitutes a legal agreement between you, an individual (“you”) and Cards & Gift Cards LLC. (d/b/a “Clash School”) (“Company”).

Company provides customer acquisition and relationship management services, instruction session management tools and technologies, video and voice and related systems, billing systems, customer service, as well as proprietary search and matchmaking tools (the “Clash School Services”) to independent providers of video and computer game coaching services and other gaming related activities or services, as the case may be (the “Coaching Services”) using the Clash School online platform and any associated websites, mobile applications, and console applications. The Clash School platform and any such websites, applications or tools provided with it (collectively, the “Platform”) enable you to receive and fulfill requests for Coaching Services from authorized users of the Platform. You desire to enter into this Agreement for the purpose of accessing the Clash School Services.

To become a provider of Coaching Services via the Clash School Services, you must agree to the terms and conditions that are set forth below. Upon your acceptance (electronic or otherwise) of this Agreement, you and Company shall be bound by the terms and conditions set forth herein.

  1. Definitions
    1. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.
    1. “Company Data” means all data related to the access and use of the Coaching Services hereunder, including all data related to Users (including User Information), all data related to the provision of Coaching Services via the Coaching Services and the Platform, and the Coach Account information.
    1. “Contact Medium” means any 3rd party communication service as may be required to contact a User to provide Coaching Services. Examples include Skype, Discord, and/or Clash School’s internal communications tools.
    1. “Screen Name” means a unique name as used on the Platform or 3rd Party services such as Battle.net or Steam and is provided by a User in conjunction with a request for Coaching Services.
    1. “Coach” means a provider of Coaching Services.
    1. “Coach Content” means information about yourself and/or any content that you upload to the Platform to utilize the Clash School Services and provide Coaching Services and shall include, without limitation recordings of you while providing Coaching Services.
    1. “Coach ID” has the meaning set forth in Section 2.a.
    1. ‘User” means an end user authorized by Company to use the Platform for the purpose of obtaining Coaching Services offered by Company’s Coaches.
    1. “User Information” means information about a User made available to you in connection with such User’s request for and use of Coaching Services.
    1. “Website” means the primary Clash School website at https://www.clashschool.com and/or any other such website, console or mobile app that may be provided by Clash School to enable you to provide Coaching Services.
  2. Use of the Coaching Services
    1. Coach Account. You will be asked to set up an individual account (the “Coach Account”) via the Website in order to provide Coaching Services. You agree that you will maintain your Coach Account information in confidence and not share your Coach Account information with any third party. You will immediately notify Company of any actual or suspected breach or improper use or disclosure of your Coach Account information or the Platform. Clash School may immediately disable or suspend any account that is suspected of being accessed inappropriately at their sole discretion.
    1. Profile Information. You represent and warrant that: (i) you are at least 18 years old; and (ii) all profile information you provide in setting up your Coach Account is true and accurate and that you will update it to reflect any subsequent changes. If you are under the age of 18, you may not use the Platform or provide Coaching Services without written consent from a legal guardian or parent, such consent to be provided in advance to Clash School. Failure to do so will prevent you from offering Coaching Services on the Platform.
    1. Handling Personally Identifiable Information. When the Platform is active, User requests for Coaching Services may appear to you via the Platform. If you accept a User’s request for Coaching Services, the Company will provide you with certain User Information via the Platform, including User’s Screen Name and/or other direct contact information for User’s preferred Contact Medium. You acknowledge and agree that once you have accepted a User’s request for Coaching Services, you shall not contact any Users or use any User’s personal data for any reason other than for the purposes of providing Coaching Services to such User via the Platform. Clash School takes user privacy very seriously. The Company will immediately and permanently terminate any account which mishandles or exposes User Information to an unauthorized 3rd Party.
    1. Provision of Coaching Services. As between the Company and you, you acknowledge and agree that: (a) you shall be solely responsible for determining the most effective and efficient manner to perform each instance of Coaching Services; and (b) except for the Platform, you shall provide all necessary equipment, tools and other materials, at your own expense, necessary for you to perform Coaching Services.
    1. Tools. From time to time, the Company may provide you with various tools (“Tools”) to support your provision of the Coaching Services, including without limitation, suggested lesson plans. You agree that the Tools shall be used by you solely in connection with your provision of the Coaching Services on the Platform.
    1. Your Relationship with Users. You acknowledge and agree that your provision of Coaching Services to Users creates a direct business relationship between you and the User. The Company is not responsible or liable for the actions or inactions of a User in relation to you. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Coaching Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance) regarding any acts or omissions of a User or third party.
    1. Your Relationship with Company. You acknowledge and agree that the Company’s provision to you of the Platform creates a direct business relationship between the Company and you. The Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement and your provision of Coaching Services. You retain the sole right to determine when, where, and for how long you will utilize the Platform and provide the Coaching Services. You retain the option, via the Platform, to accept or to decline a User’s request for Coaching Services. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities, including the provision of services similar to those rendered hereunder that do not otherwise violate this Agreement. The Company retains the right to deactivate or otherwise restrict you from accessing or using the Platform or providing the Coaching Services at any time in its sole discretion.
    1. Code of Conduct. When providing Coaching Services, you must maintain compliance with the Clash School Coaching Code of Conduct, a current copy of which may be accessed at https://www.clashschool.com/code-of-conduct/.  Failure to comply with the terms of the Code of Conduct may be cause for termination or suspension of your account.
    1. Background Check. You hereby agree that Clash School may perform a standard background check at Company’s sole discretion and expense. Successful completion of such may be required before Company allows you to provide Coaching Services to the public. You hereby agree to provide such information as may be required for the background check in a timely fashion.
    1. No Poaching. You further agree that you shall not provide Coaching Services outside of the Platform to any User that you were introduced to, or whose identity you obtained, through the Platform for two (2) years from the date you last provided such services to any User under this Agreement.
    1. Non-Disparagement: You agree that you will not make any defamatory statements about Clash School on social media or other related, public platforms, or share defamatory statements about Clash School publicly.
    1. Intellectual Property Rights. Clash School has the exclusive rights, title and interest to all inventions, copyrights, trademarks, patents, inventions, discoveries, concepts, materials and ideas, whether or not patentable, including, but not limited to, all processes, methods, formulas, products, services and techniques, as well as improvements thereof and know-how related thereto, that are made or conceived by you during the term of this Agreement or with the use or assistance of the Company’s facilities, materials, information or personnel.
  3. Financial Terms
    1. Fee Calculation and Your Payment. You are entitled to charge a fee for each instance of completed Coaching Services provided to a User that are obtained via the Platform (“Fee”), where such Fee (the “Fee Calculation”) is based on the rate specified on the Platform minus a Service Fee (as defined below). You acknowledge and agree that the Fee is the only payment you will receive in connection with the provision of Coaching Services. Company agrees to remit, or cause to be remitted all Fees earned less the applicable Service Fee and any applicable Taxes so long as the minimum value of such a payment would be greater than or equal to fifty (50) USD. In addition, Company, in its sole discretion and solely upon the provision of notice to you, may implement a digital currency mechanism for tracking Fees earned by you and shall specify the process, terms and conditions under which such digital currency may be converted into actual legal tender on the Platform.
    1. Changes to Fee Calculation. Company reserves the right to change the Fee Calculation at any time in Company’s discretion and upon the provision of notice to you. Continued use of the Coaching Services after any such change in the Fee Calculation shall constitute your consent to such change.
    1. Fee Adjustment. Company reserves the right to: (i) adjust the Fee for a particular instance of Coaching Services (e.g., technical error in the Platform, premature termination of a session, etc.); or (ii) cancel the Fee for a particular instance of Coaching Services (e.g., User is charged for Coaching Services that were not provided, in the event of a User complaint, fraud, etc.). Company’s decision to reduce or cancel the Fee in any such manner shall be exercised in a reasonable manner.
    1. Service Fee. In consideration of Company’s provision of the Platform and the Clash School Services for your use and benefit hereunder, you agree to pay Company a service fee on a per Coaching Services transaction basis calculated as a percentage of the Fee determined by the Fee Calculation, as provided to you via email or otherwise made available electronically by Company from time to time (“Service Fee”). Company reserves the right to change the Service Fee at any time in Company’s discretion, and Company will provide you with notice in the event of such change. Continued use of the Platform after any such change in the Service Fee calculation shall constitute your consent to such change.
    1. Taxes. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Coaching Services as required by applicable law; and (b) provide Company with all relevant tax ID information so that the Company can issue any required forms reflecting payments made to you, i.e,. Form 1099. You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Coaching Services. You further agree to indemnify and hold Company harmless from any liability for the payment of federal, state or local taxes due from you for Fees received under this Agreement. Notwithstanding anything to the contrary in this Agreement, if required by any governmental authority or applicable law, Company may collect and remit taxes resulting from your provision of Coaching Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Section 3.e directly to the applicable governmental tax authorities on your behalf or otherwise.
    1. Payments. Payments will be made to you via PayPal or such other payment processor as Company may designate upon the provision of notice to you. You may withdraw any Fees above the transaction minimum ($50) at any time using your PayPal account or other such payment processor, as made available by Clash School, and you must have a PayPal account or other such payment processor account in order to withdraw Fees. All payments may be made in the original currencies in which the Coaching Services were purchased. Any fees charged by PayPal or any other such payment processor in connection with your receipt and/or withdrawal of funds shall be your sole responsibility. Any objection relating to any payment you receive for Coaching Services, or any legal action arising therefrom, must be made (and any legal action commenced), no later than one (1) year after the date the Coaching Services are rendered, and you hereby waive any longer statute of limitations that may be permitted by law.
    1. Breach of Agreement. You agree that Company may freeze and withhold any and all Fees in your account that are received in connection with Coaching Services that Company believes, in its sole discretion, violate this Agreement, and that such Fees will be forfeited by you if Company determines, in its good faith discretion, that they are the result of fraud and/or infringement. To the extent any fraudulent and/or infringing activities are determined to be caused by your actions or omissions, any costs incurred by Company (including legal fees and expenses) in connection therewith may, in addition to other remedies, be deducted by Company from any monies otherwise payable to you hereunder.
  4. Proprietary Rights; License
    1. License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to access the Platform and use the Tools for the purpose of providing Coaching Services to Users and tracking resulting Fees. In addition, you may upload Coach Content to the Platform and use the Platform to promote your provision of Coaching Services. All rights not expressly granted to you are reserved by Company, its Affiliates and their respective licensors.
    1. Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available the Coaching Services or the Tools to any other party; (b) modify or make derivative works based upon the Platform; (c) improperly use the Platform, including creating Internet “links” to any part of the Platform, “framing” or “mirroring” any part of the Platform on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Platform; (d) reverse engineer, decompile, modify, or disassemble the Platform, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Platform or Tools to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Platform an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Platform; or (iv) attempt to gain unauthorized access to the Platform or its related systems or networks.
    1. Ownership. The Clash School Services, the Tools and the Platform, including all intellectual property rights therein, are and shall remain (as between you and Company) the property of Company, its Affiliates or their respective licensors. Neither this Agreement nor your use of the Clash School Services, the Tools, and the Platform conveys or grants to you any rights in or related to the Clash School Services, the Tools, and the Platform, except for the limited license granted above. Other than as specifically permitted by Company in connection with the Coaching Services, you are not permitted to use or reference in any manner Company’s, its Affiliates’, or their respective licensors’ company names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the ‘Company Marks and Names’) for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the Company Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.
  5. Confidentiality
    1. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party (‘Confidential Information’). Confidential Information includes Company Data, Coach Account information, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers (‘Permitted Persons’) as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-keeping requirements).
    1. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
  6. Coach Content and Activities
    1. When you submit, post, upload, embed, display, communicate, link to, email or otherwise distribute or publish any message, image, video, text, profile data or other Coach Content to the Platform, you grant Company and its affiliates, licensees, distributors, agents, representatives and other entities or individuals authorized by Company, a non-exclusive, worldwide, perpetual, unlimited, irrevocable, royalty-free, fully sublicensable (through multiple tiers) and fully transferable right to exercise any and all copyright, trademark, publicity, and database rights you have in the Coach Content, in any media known now or in the future, and to make, use, reproduce, copy, display, publish, exhibit, distribute, modify, sell, offer for sale, create derivative works based upon and otherwise use the Coach Content. You acknowledge that Company may distribute recordings of lessons in which you participate, either in their entirety or excerpts of same including without limitation, the right to live steam video content for public viewing. In addition, you acknowledge that Company may edit any Coach Content you submit without your permission before making it available to third parties for viewing or other use.
    1. Note that Company may create, facilitate or display social advertisements, whereby your name, profile, photo and other qualitative or quantitative data about you or provided by you may be used to advertise products and services based on your use of the Clash School Services and your interactions with the Platform. You agree that Company may use your name and profile picture in connection with social ads to advertise products and services based on your use of the Clash School Services and your interactions with Company, Users and third parties through the Clash School Services.
    1. Note that the Company may, at any time, scrape any and all data associated with your Coach Account or related accounts for which you have provided a Screen Name or similar information.
    1. You further agree that Company is free to use any ideas or concepts contained in any Clash School Content for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and services; and creating informational articles, without any payment of any kind to you. You authorize Company to publish your Coach Content in a searchable format that may be accessed by users of the Clash School Services and the Internet. To the fullest extent permitted by law, you waive any moral rights you may have in any Coach Content you submit, even if such Coach Content is altered or changed in a manner not agreeable to you.
    1. Company is not required to host, display, or distribute, and may remove at any time, any Coach Content. Company reserves the right to change the format, sizing, and any other display specifications of the Coach Content as it sees fit.
    1. You represent and warrant that (i) you own the Coach Content submitted by you on, through or in connection with the Clash School Services, or otherwise have the right to grant the licenses set forth in this section, and (ii) the posting of your User Content on, through or in connection with the Clash School Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.
    1. Except as otherwise described in Company’s Privacy Policy posted at https://www.clashschool.com/privacy-policy/, or any other agreement on the Clash School Services presented at the time you provide your Coach Content, you agree that your Coach Content will be treated as non-confidential and non-proprietary and will not be returned. You acknowledge and agree that your relationship with Company is not a confidential, fiduciary, or other type of special relationship. None of your Coach Content will be subject to any obligation of confidence on the part of Company.
    1. You acknowledge and agree that, to the fullest extent permitted by applicable law and except as limited by the Privacy Policy, Company will not have any obligation to you with regard to Coach Content and that Company may or may not monitor, display or accept your Coach Content and may delete it at any time. Company may, but is not obligated to, review Coach Content prior to posting it on or distributing it through the Clash School Services, or allowing it to be distributed through the Clash School Services. This includes private messages exchanged by you and any User or any other user through the Services. This ‘User Content and Activities’ section shall survive any expiration or termination of your relationship with Company.
  7. Prohibited Content
    1. You are responsible for the Coach Content you submit through or in connection with the provision of Coaching Services, any material or information that you transmit to other Users or Coaches, and for your interactions with other Users and Coaches. When you contribute, upload or otherwise provide Coach Content via the Platform, you agree to comply with the usage rules set forth below. In addition to removing such prohibited materials, Company may terminate the responsible accounts, and/or report such activities to law enforcement authorities as appropriate.
    1. Prohibited Coach Content includes, but is not limited to, material that Company determines:
      1. is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual;
      1. harasses or advocates harassment of another person;
      1. exploits people in a sexual or violent manner or contains nudity, excessive violence, or offensive subject matter or contains a link to an adult or otherwise objectionable website;
      1. posts information that poses or creates a privacy or security risk to any person;
      1. constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
      1. constitutes or promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;
      1. involves the transmission of ‘junk mail,’ ‘chain letters,’ or unsolicited mass mailing, instant messaging, or ‘spamming’;
      1. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page) or solicits or is designed to solicit passwords or personal identifying information for commercial or unlawful purposes from other users;
      1. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons or providing or creating computer viruses;
      1. includes a photograph or video of another person that you have posted without that person’s consent;
    1. violates or attempts to violate the privacy rights, publicity rights, copyrights, patent rights, trademark rights, contract rights or any other rights of any person.
  8. Representations and Warranties; Disclaimers
    1. By You. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement.
    1. Disclaimer of Warranties. COMPANY AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE CLASH SCHOOL SERVICES AND THE PLATFORM ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. COMPANY AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE CLASH SCHOOL SERVICES AND THE PLATFORM: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR COACHING SERVICES. COMPANY AND ITS AFFILIATES FUNCTION AS AN ON-DEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTS OR OMISSIONS OF THE USERS WHO MAY REQUEST OR RECEIVE COACHING SERVICES FROM YOU, AND COMPANY AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE USERS. BY USING THE CLASH SCHOOL SERVICES AND THE PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE CLASH SCHOOL SERVICES AND THE PLATFORM. NOTWITHSTANDING COMPANY’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM USERS ON YOUR BEHALF AS SET FORTH IN SECTION 3 ABOVE, COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USER OR OTHER THIRD PARTY. IN ADDITION, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, AND QUIET ENJOYMENT.
    1. No Service Guarantee. COMPANY AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.
    1. Indemnification. You shall indemnify, defend (at Company’s option) and hold harmless Company and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Coaching Services or use of the Clash School Services.
    1. Limits of Liability. COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR COMPANY’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 3 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF COMPANY OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO OR DUE TO YOU HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
  9. Term and Termination.
    1. Term. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.
    1. Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written notice to the other party except in the case of Company, no prior notice shall be required; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Company may terminate this Agreement or deactivate your Coach Account immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Company and its Affiliates, to provide Coaching Services or as otherwise set forth in this Agreement.
    1. Effect of Termination. Upon termination of the Agreement, your access to the Platform will be terminated and your Coach Account terminated. Outstanding payment obligations and Sections 5, 9, 10 and 11 shall survive the termination of this Agreement
  10. Relationship of the Parties.
    1. Except as otherwise expressly provided herein with respect to Company acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Company and you; and (b) no joint venture, partnership, or agency relationship exists between Company and you.
    1. You have no authority to bind Company or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of Company or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Company, you undertake and agree to indemnify, defend (at Company’s option) and hold Company and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.
  11. Miscellaneous Terms.
    1. Modification. In the event Company modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on at such time as they are posted on the Company website. Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Coaching Services, or downloading, installing or using the Platform, you are bound by any future amendments and additions to this Agreement and information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fee Calculations. Continued use of the Platform after any such changes shall constitute your consent to such changes.
    1. Supplemental Terms. Supplemental terms may apply to your use of the Coaching Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
    1. Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
    1. Assignment. You may not assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the Company. Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent.
    1. Entire Agreement. This Agreement, including all Supplemental Terms and all other agreements and policies referenced herein, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.
    1. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
    1. Notices. Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account.
  12. ARBITRATION:
    1. UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THIS AGREEMENT OF USE BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
    1. General. You and Company agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof (collectively, ‘Disputes’) will be settled by binding arbitration. Without limiting the preceding sentence, you will also have the right to litigate any other Disputes if you provide Company with written notice of your desire to do so by email at contact@clashschool.com within thirty (30) days following the date you first agree to this Agreement (such notice, an “Arbitration Opt-out Notice”). If you do not provide Company with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth with respect to individual actions in small claims courts. You acknowledge and agree that you and Company are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Company otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this ‘Arbitration’ section will be deemed void. This ‘Arbitration’ section will survive any termination of this Agreement. Notwithstanding the foregoing, each party reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights or any breach of the Coach Content and Activities provisions of this Agreement.
    1. Arbitration Rules, Governing Law, Jurisdiction and Venue. The arbitration will be administered by the American Arbitration Association (‘AAA’) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the ‘AAA Rules’) then in effect, except as modified by this Section of this Agreement. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. These Terms and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action taken in a small claims court as contemplated by these terms will be the courts located in Wilmington, Delaware and each of the parties hereto waives any objection to jurisdiction and venue in such courts. If you are not located in, are not based in, do not have offices in, and do not do business in the United States, any arbitration between you and Company will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these terms, and will be administered by the International Court of Arbitration of the ICC. Any arbitration will be conducted in the English language and unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the law to be applied in any arbitration shall be the law of the State of Delaware, United States, without regard to choice or conflicts of law principles.
    1. Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
    1. Arbitration Location and Procedure. Unless you and Company otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Company submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
    1. Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of Limits of Liability section of this Agreement as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
    1. Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Company will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
    1. Changes. If Company changes this Arbitration section, you may reject any such change by sending us written notice (including by email to legal) within 30 days of the date such change became effective, as indicated in the ‘Last Updated’ date. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the provisions of this Section as of the date you first accepted the terms of this Agreement (or accepted any subsequent changes to this Agreement).

      This ‘Arbitration’ section shall survive any expiration or termination of your relationship with Company.