Last Updated May 25th, 2018
Welcome to the BestClass! This Terms of Use Agreement (the “Agreement”) states the terms and conditions under which Best Class Inc. a New York corporation, and its, subsidiaries, affiliates and related entities (collectively, “BestClass”, “BestClass US”, “Best Class”, “we”, “our” or “us”) will agree to allow you to use the website, mobile properties or related applications through which you are accessing this Agreement (collectively, the “Services”). The term “you” refers to the user visiting the Website and/or contributing content on this Website.
The Services are provided solely to assist users in posting and gathering information on children’s after school programs, sharing information and opinions related to such programs, registering for programs, and engaging in interactive forums, and for no other purposes.
By accessing or using the Services, you agree to the terms of this Agreement. We reserve the right, in our sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement and to review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services, at any time. We shall endeavor to notify you of these changes by email or by making available the revised version of this Agreement through or in connection with the Services. You can determine when we last changed this Agreement by referring to the “Last Updated” legend above. If any future changes to this Agreement, are unacceptable to you or cause you to no longer be in compliance with this Agreement, then you must terminate, and immediately stop using the Services. Your access to or use of the Services following changes to this Agreement shall constitute your acceptance of those changes. Notwithstanding the foregoing, any changes to this Agreement shall not apply to any dispute between you and BestClass prior to the date on which we posted the revised version of this Agreement incorporating such changes or otherwise notified you of such changes. We may, at any time, temporarily or permanently modify or discontinue, in whole or in part, any or all of the Services; change, modify or waive any fees required to use the Services; or offer opportunities to some or all users of the Services.
The Services are protected by trade dress, copyright, moral rights, trademark and/or other laws relating to intellectual property and other proprietary rights, and are solely and exclusively owned by BestClass and its licensors. All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively, the “Proprietary Material”) that users see or read through the Services is owned by BestClass, excluding User Generated Content that BestClass has the right to use. The Services are licensed, not sold, to end users. Subject to your compliance with the terms and conditions of this Agreement, and solely for as long as you are expressly permitted by BestClass to access the Services, BestClass agrees to permit you to access and use the Services, on a non-exclusive, non-transferable, non-sublicensable, revocable, limited basis and solely in accordance with this Agreement, including, with respect to any App made available via download (i) to install such App on an Internet-connected personal computer, mobile phone, or other device in Your possession and control, and (ii) to access and use such App as installed on such device. If you fail to comply with any of the terms or conditions set forth in this Agreement, then this Agreement (including the foregoing grant of permission to use the Services) will automatically terminate, and you will immediately (x) cease accessing and using the Services; and (y) for an App made available via download of a software application, remove (e.g. by uninstalling and deleting) such App from any mobile device on which you installed it. You may not copy, download, use, redesign, re-engineer, crawl, reconfigure, or retransmit anything from the Services without prior written consent from BestClass and, if applicable, the holder of the rights to the User Generated Content. Any use of Proprietary Material, other than as permitted herein, is expressly prohibited without the prior written consent of BestClass and, if applicable, the holder of the rights to the User Generated Content.
The trade names, trademarks and service marks of BestClass including without limitation www.BestClass.nyc, www.BestClass.co, and www.BestClass.us and the BestClass logos are owned by BestClass, whether registered or unregistered. Nothing contained in this Agreement or on the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of BestClass’ trade names, trademarks or service marks without BestClass’ prior written consent. Any other trademarks, service marks, logos and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
PLEASE NOTE THAT UNAUTHORIZED USE OF THE SERVICES MAY SUBJECT YOU TO MONETARY DAMAGES AND OTHER CIVIL AND CRIMINAL PENALTIES, INCLUDING, WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT
BestClass provides its Services to both users seeking to enroll their child(ren) in programs (each, a “User”) and class providers (each, a “Provider”). Joining BestClass as a User is currently free. In the future, we may choose to charge a fee for membership. In such event, we will notify you of the change. Providers may use the Services to create business profiles on BestClass free of charge, however, uploading programs for Users to register is subject to a monthly or annual fee the amount of which may be found on the BestClass website or in your contract and is subject to change from time to time.
Providers should not ask for personal information that is not necessary to provide their services and to communicate with you. Contact us at [email protected] if you receive a request for information that seems inappropriate or excessive.
If payment is required in order for you to access or use the Services (or any feature therein), or any product or service made available through the Services (including, without limitation, registering for classes/programs), and you wish to make such payment (each payment, a “Transaction”), then you will be taken to a payment page operated by third party payment processor such as PayPal and your payment will be processed subject to PayPal’s Legal Agreements and Privacy Policy. If you are a Provider who needs to enable paid registrations for your programs, you will be asked to supply certain information relevant to your payment processor account, including, without limitation, your PayPal account information and to grant PayPal API access permissions to BestClass. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED TO INITIATE ANY TRANSACTION. Any such information provided through or in connection with the Services, will be treated by BestClass in accordance with the Privacy Policy. You agree to pay all charges that may be incurred by you or on your behalf through or in connection with the Services, at the price(s) in effect when such charges are incurred. In addition, you remain responsible for any taxes that may be applicable to your Transactions.
Any information that BestClass may collect from you during or in connection with your use of the Services is subject to our Privacy Policy.
The Services may contain profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Forums”) that allow users to communicate with other users. You may only use such Public Forums to send and receive messages that are relevant and appropriate for the applicable forum. Without limitation, you may not:
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights or privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any profane, pornographic, defamatory, infringing, obscene or unlawful topic, name, material or information.
Use the Services for any purpose, including, but not limited to posting or creating content, in violation of local, state, national or international law.
Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred, or physical harm of any kind against any individual or group of individuals.
Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
Advertise or offer to sell any goods or services for any commercial purpose through the Service, which are not relevant to the programs offered through the Service.
Conduct or forward surveys, contests, pyramid schemes, or chain letters.
Impersonate another person or allow any other person or entity to use your identification to post or view comments.
Post the same note repeatedly (referred to as “spamming”). Spamming is strictly prohibited.
Download any file posted by another user that a user knows, or reasonably should know, cannot be legally distributed through the Services.
Restrict or inhibit any other user from using and enjoying the Public Forums.
Imply or state that any statements you make are endorsed by BestClass, without the prior written consent of BestClass.
Use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Services in any manner or for any purpose without our express written permission.
Hack or interfere with the Services, its servers, databases or any connected networks.
Adapt, alter, license, sublicense or translate the Services for your own personal or commercial use.
Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by BestClass.
Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the software used to provide the Services or any of the software used to provide any App, as applicable.
Request, obtain, collect, store or modify personally identifiable information about other users of the Services..
If you violate any of the guidelines set forth above, or any other aspect of this Agreement, then without limiting BestClass’s other rights and remedies, BestClass may immediately suspend or terminate this Agreement and/or any of your rights pursuant to Section 2 above, without giving you any notice. BestClass reserves the right to investigate and prosecute violations of the above to the fullest extent of the law. BestClass may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.
You acknowledge and agree that (1) BestClass reserves the right (but has no obligation) to evaluate each Posting before allowing it to be posted on or in connection with the Services; and (2) we may do one (1) or all of the following at our discretion: (i) monitor Postings; (ii) alter, remove or refuse to post or allow to be posted any Posting; and/or (iii) disclose any Postings, and the circumstances surrounding their transmission, to any third party (aa) in order to operate the Services; (bb) to protect the BestClass Entities and our users; (cc) to comply with legal obligations or governmental requests; (dd) to enforce this Agreement; or (ee) for any other reason or purpose. All submissions made to the Public Forums (each, a “Posting”) will be public, and BestClass will not be responsible for the action of other users with respect to any information or materials posted in Public Forums.
Without limitation, the Services may not be used to solicit for any other business, website or service. You may not solicit, advertise for, or contact in any form users for employment, contracting, or any other purpose not related to the Service facilitated through BestClass without express written consent from BestClass. You may not use the Service to collect usernames and/or email addresses of Users by electronic or other means without the express written consent of BestClass.
“Your Information” is defined as any information and materials You provide to BestClass (including without limitation by email or via postings on this Website or otherwise, including any class reviews, questions, answers, blog posts, photographs, music or videos, comments, suggestions, ideas or the like contained in any submissions), other Users or Providers in connection with Your registration for and use of the Services, including without limitation that posted or transmitted for use in Public Forums. You are solely responsible for Your information, and We act merely as a passive conduit for Your online distribution and publication of Your Information. The information and materials described in this Section, as provided by each user, is collectively referred to herein as "User Generated Content." You hereby represent and warrant to BestClass that Your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain any pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for BestClass or cause BestClass to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
The Services host User Generated Content relating to reviews of specific Providers. Such reviews are opinions and not the opinion of BestClass, have not been verified by BestClass and each User should undertake his or her own research for each Provider. You agree that BestClass is not liable for any User Generated Content.
You hereby grant BestClass and its affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable right to exercise all copyright, publicity rights, and any other rights you have in Your Information, in any media now known or not currently known in order to perform and improve upon the Services including, without limitation, the right (a) to use, reproduce, distribute, adapt (including, without limitation, edit, modify, translate and reformat), create derivative works of, transmit, publicly display, publicly perform and digitally perform the User Generated Content, (b) to sublicense the foregoing rights, through multiple tiers, to the maximum extent permitted by applicable law and (c) to use the name that you submit in connection with such Posting. You acknowledge that BestClass may choose to provide attribution of your comments or reviews at our discretion.
The Services provide a digital platform for enabling connections between Users and Providers. BestClass does not take part in the interaction between Users and Providers. BestClass does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any ratings provided by users, classes provided by Providers, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users or Providers. BestClass makes no representation about the suitability, reliability, timeliness, or accuracy of the classes and/or programs offered and provided by Providers. BestClass cannot confirm that each User is who s/he claims to be. BestClass does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Services. You release BestClass from any claims related to programs registered through the Services, including for cancelled programs, misrepresentations by Providers or programs where children were physically injured.
In addition to any restrictions set forth in Section 2, You shall not (a) rent, lease, timeshare, license, distribute, sublicense or otherwise transfer any part or all of the Services (as a standalone product or in conjunction with other products); (b) make copies of all or any portion of the Services, except solely as necessary to install and use an App in accordance with this Agreement; (c) modify, translate, reverse engineer, decompile or disassemble the Services, except solely to the extent that such prohibition is not permitted under applicable law; (d) create derivative works of or from the Services or any intellectual property content included therein; (e) incorporate any part of the Services into any product or services; (f) use the Services for unpermitted commercial purposes; (g) remove, alter or obscure any copyright, trademark, trade name or other proprietary notices, legends, symbols or labels that appear on the Services; (h) violate the restrictions in any robot exclusion headers on this Website or bypass or circumvent other measures employed to prevent or limit access to this Website (i) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; (j) deep-link to any portion of this Website for any purpose without our express written permission; and (l) Use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Services in any manner or for any purpose without our express written permission.
The Services may include certain functionality that allows, via any online, mobile or wireless system or network with which the Services interact, the routing and transmission of, and online access to, third party software applications, services and content (“Third Party Content”). By using such functionality, You acknowledge and agree that you are directing us to access and transmit to you Third Party Content associated with such functionality. Because We do not control Third Party Content, you agree that BestClass, its licensees, distributors and assigns (collectively with BestClass, the “BestClass Entities”) are not responsible or liable for any Third Party Content, including the performance, accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third Party Content, or the results of their use. We have no obligation to monitor Third Party Content, and we may restrict or disable access to any Third Party Content (in whole or in part) via the Services at any time. The availability of Third Party Content via the Services does not imply our endorsement of, or our affiliation with any provider or, such Third Party Content. Further, your use of Third Party Content may be governed by additional terms and conditions that are not set forth in this Agreement or Our Privacy Policy (for example, terms and conditions that are made available by the providers of such Third Party Content). The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. This Agreement does not create any legal relationship between you and the providers of Third Party Content, and nothing in this Agreement shall be deemed to be a representation or warranty by any BestClass Entity with respect to any Third Party Content. You access such third party websites at your own risk. BestClass expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Services. You hereby agree to hold BestClass harmless from any liability that may result from the use of links that may appear on the Service.
Users may need to register to use any or all of the Services, and you should not register if you are under the age of sixteen (16). Providers must be at least eighteen (18) years of age to register to use any or all of the Services. We may reject, or require that you change, any username, password or other information that you provide to us in registering. Please be advised, however, that your user name may become visible to other Users and Providers on the Service. You are the sole authorized user of your account and you are responsible for maintaining the confidentiality of any password and account number provided by you or BestClass for accessing the Services. You are solely and fully responsible for all activities that occur under your password or account. BestClass has no control over the use of any user’s account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you must contact BestClass at [email protected] immediately. You, and not BestClass, are responsible for any use or misuse of your password and/or Services account.
The Services are only for data processing and digital venues for connecting Users and Providers. Because BestClass is not involved in the actual providing of classes and programs, in the event that you have a dispute with one (1) or more Providers, you release BestClass (and our officers, directors, agents, investors, subsidiaries and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. BestClass expressly disclaims any liability that may arise between Users and Providers in connection with its Services.
BestClass may from time to time provide certain promotional opportunities, sweepstakes and contests to Users (individually and collectively, “Promotion(s)”). All such Promotions will be run at the sole discretion of BestClass, and can be activated, modified or removed at any time by BestClass without advance notification. The Promotions may be governed by specific rules that are separate and apart from this Agreement. By participating in any Promotion, you will become subject to those rules, which may vary from the terms and conditions set forth herein. BestClass urges you to review any applicable rules. To the extent that the terms and conditions of such rules conflict with the terms and conditions of this Agreement, then the terms and conditions of such rules shall govern.
USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, BESTCLASS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICE OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. BESTCLASS DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND BESTCLASS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, THE SERVICES, THIRD PARTY CONTENT AND INFORMATION AND MATERIAL MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES (COLLECTIVELY, THE “MATERIALS”) MAY CONTAIN INACCURATE, INCOMPLETE OR OUT-OF-DATE INFORMATION. YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY DEVICES, OTHER HARDWARE, SOFTWARE AND SERVICES (INCLUDING, WITHOUT LIMITATION, INTERNET AND/OR DATA CONNECTIVITY) NEEDED TO USE THE SERVICES AND ANY MATERIALS (IN WHOLE OR IN PART) AND (B) ENSURE THAT ANY DEVICE, OTHER HARDWARE, SOFTWARE AND SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE SERVICES AND ANY MATERIALS (IN WHOLE OR IN PART).
WITHOUT LIMITING THE FOREGOING, NEITHER BESTCLASS NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERUPPTED OR THAT THE SERVICES WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY CONTENT CREATION OR SERVICE, INFORMATION OR MATERIAL PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICES.
NEITHER BESTCLASS NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER.
NETHER BESTCLASS NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SERVICES ARE FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.
BESTCLASS AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
TO THE FULLEST EXTENT ALLOWED BY APPLICALE LAW, YOU HEREBY RELEASE THE BESTCLASS ENTITIES OF AND FROM, AND IRREVOCABLY WAIVE, ANY AND ALL CLAIMS (INCLUDING WITHOUT LIMITATION, CLAIMS FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ACTUAL ATTORNEYS’ FEES AND COSTS, AND CLAIMS FOR INTEREST), EVEN IF BESTCLASS IS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RELATED TO, ARISING OUT OF, OR IN CONNECTION WITH (DIRECTLY OR INDIRECTLY) YOUR USE OF (OR INABILITY TO USE) THE SERVICES OR THE MATERIALS, YOUR VIOLATION OF THIS AGREEMENT OR THE VIOLATION OF THE RIGHTS OF ANY THIRD PARTY.
IN NO EVENT SHALL BESTCLASS’S TOTAL AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY RELATED TO, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES AND/OR THE MATERIALS, EXCEED FIVE UNITED STATES DOLLARS ($5.00).
YOU UNDERSTAND THAT YOU ARE PERSONALLY RESPONSIBLE FOR YOUR BEHAVIOR WHILE USING THE SERVICES AND AGREE TO INDEMNIFY, DEFEND AND HOLD BESTCLASS ENTITIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS, PENALTIES, FEES OR OTHER EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ACTUAL ATTORNEYS’ FEES AND COSTS AND CLAIMS FOR INTEREST) THAT THEY MAY INCUR IN CONNECTION WITH ANY CLAIM RELATED TO, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES OR MATERIALS, YOUR VIOLATION OF THIS AGREEMENT OR THE VIOLATION OF THE RIGHTS OF ANY THIRD PARTY.
INFORMAL RESOLUTION. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), You and BestClass agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is Your billing address, with an email copy to the email address You have provided to BestClass. BestClass’s address for such notices is 217 East 96th Street, 42B, New York, NY 10128 and email address is [email protected].
BINDING ARBITRATION. You and BestClass agree that any dispute or claim arising from or relating to this Agreement shall be finally settled by arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section). Our arbitration will be handled by a sole arbitrator, in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. You understand that by agreeing to the terms of this Agreement, you and BestClass are each waiving the right to trial by jury or to participate in a class action. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or equitable or conservatory relief, pending a final decision by the arbitrator.
EXCEPTIONS TO ALTERNATIVE DISPUTE RESOLUTION. Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court in New York County, New York with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.
WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. You and BestClass agree that any arbitration will be limited to the Dispute between BestClass and You individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND BESTCLASS ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both You and BestClass otherwise agree, the arbitrator may not consolidate more than one (1) 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 "Dispute Resolution" Section will be deemed null and void.
LOCATION OF ARBITRATION. Arbitration will take place in New York County, New York. You and BestClass agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the New York state and Federal courts located in New York, New York have exclusive jurisdiction and You and BestClass agree to submit to the personal jurisdiction of such courts.
You and BestClass agree that, other than as set forth under the subsection entitled “Waiver of Right To Be A Plaintiff Or Class Member In A Purported Class Action or Representative Proceeding” in Section 21 above, if any portion of Section 21 entitled “Dispute Resolution” is found illegal or unenforceable, then that portion will be severed and the remainder of the section will be given full force and effect. Notwithstanding the foregoing, if the subsection entitled “Exception To Alternative Dispute Resolution” in Section 21 is found to be illegal or unenforceable, then neither You nor BestClass will elect to arbitrate any Dispute falling within that portion of that subsection is found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within New York, NY and you and BestClass agree to submit to the personal jurisdiction of that Court.
Except as expressly provided otherwise, this Agreement will be and is governed by, and will be construed under, the laws of the state of New York, without regard to choice of law principles.
The Services are controlled and operated by BestClass from the United States and are not intended to subject BestClass to the laws or jurisdiction of any state, country or territory other than those of the United States. BestClass does not represent or warrant that the Services or any part thereof are appropriate or available for use in any particular jurisdiction. Those who choose to access the Services do so on their own initiative and at their own risk and are responsible for complying with all local laws, rules and regulations. You are also subject to United States export controls and are responsible for any violations of such controls, including, without limitation, any United States embargoes or other federal rules and regulations restricting exports. We may limit the Services’ availability, in whole or in part, to any person, geographic area or jurisdiction We choose, at any time and in Our sole discretion.
If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
This Agreement constitutes the entire agreement by and between You and BestClass pertaining to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties and understandings of You and BestClass. This Agreement may not be amended nor any obligation waived, other than expressly in writing by BestClass. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof.
This Agreement can be terminated at any time by BestClass for any or no reason whatsoever with or without prior notice to You. In the event that BestClass terminates this Agreement, Your limited rights hereunder, including to the license granted to You in Section 2 above, shall immediately terminate, and BestClass may immediately deactivate or delete Your password and username (if any), and all related information and files associated with them, and/or bar any further access to such information or files. You agree that BestClass shall not be liable to You or any third party for any termination of Your access to any of the Services or to any such information or files, and shall not be required to make such information or files available to You after such termination. All sections, which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
If you have any questions about this Agreement or the Services, then please email BestClass at [email protected].
