Legal backup

AGREEMENT BETWEEN END USER AND FORCLASS LTD.

PLEASE READ THIS TERMS OF USE AND END USER LICENSE AGREEMENT BEFORE USING THIS WEBSITE.

ForClass Ltd. (“we“, “us“, “our” or “ForClass“) provides a tool which enhances class discussion, by allowing students to submit their answers to case discussion questions, and the instructor to present the student’s answers to the entire class (the “Service“). The following is the End User License Agreement (the “EULA” or the “Agreement“) for use of the Service. By signifying your acceptance of this EULA, the end-users (each shall be referred to as a “User” or “You“), acknowledge that You have read, understood and agree to abide by all terms and conditions of this EULA and be liable for any violations of this EULA.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, PLEASE DO NOT USE THE SERVICE.

Please review the following terms carefully. By signifying your acceptance of this EULA or by making any use of the Service, you signify your irrevocable acceptance of the terms set forth in this EULA (the “Terms“) in effect at the time of your use. If you are an individual acting as a representative of a corporation or other legal entity which wishes to use the Service, then you represent and agree that you have the authority to accept this EULA on behalf of such corporation or other legal entity and that all provisions of this EULA will bind that corporation or other legal entity as if it were named in this EULA in place of you.

1.                   The Service

The Service is provided to You through a limited license for the Service (the “License“) which is subject to the terms of this Agreement.

The prohibited uses detailed below are intended as guidelines regarding improper and inappropriate conduct, and should not be interpreted as an exhaustive list. Generally, conduct that violates law, regulation, or the accepted norms of the Internet community, whether or not expressly mentioned in this EULA is prohibited. ForClass reserves the right at all times to prohibit activities that damage its commercial interests, reputation and goodwill.

 

2.                   Non-exclusive License, Restrictions and Responsibilities.

Subject to the terms and conditions of this Agreement, ForClass grants You a limited, revocable, non-exclusive, non-sub licensable license to install, copy and use the Service software solely as necessary for You to use the Service on Your systems. You shall not (and You shall not allow any third party to) (i) copy, modify, reproduce, adapt, translate or otherwise create derivative works of the Service, software or the documentation; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service software or any part thereof, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, license, sell, assign or otherwise transfer rights in or to the Service or any part thereof; (iv) remove any proprietary notices or labels placed by the Service; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service.

You shall fully comply with all applicable laws and regulations in any use of the Service.

You are prohibited from violating system or network security; this may result in criminal and civil liability, including, but not limited to the following: using the Service to penetrate, or attempt to penetrate, security measures of ForClass’s or another entity’s computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data; unauthorized use, access, investigation of a system security or authentication measures, traffic or data; using the Service to distribute any “virus” or other software or instructions intended to destroy or corrupt or otherwise interfere with others’ access to and/or use of the Services, the Internet, their computer systems and/or data; interference with Service to any User, host or network.

You shall not use the Service to post unlawful or defamatory information about a person without their consent, including any information that is harassing or would intentionally inflict emotional distress.

You shall not use the Service to send or publicize spam messages, or materials including, without limitation, commercial advertising or mass e-mailings. You shall not use another site’s mail server to send e-mail without the express permission of the person authorized on behalf of such site.

ForClass reserves the right to notify the appropriate law enforcement department in case of a violation that is a criminal offense. All ForClass’s contacts with any third party, including, without limitation, law enforcement, shall be in accordance with applicable law and regulation, including, but not limited to, law and regulation governing the privacy of User information as applicable to ForClass’s provision of its Service to its customers.

3.                   Confidentiality.

“Confidential Information” includes any proprietary data and any other information disclosed by one party to the other in writing and marked “confidential” or disclosed orally and, within five business days, reduced to writing and marked “confidential”. However, Confidential Information shall not include any information that is or becomes known to the general public, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.

Neither party shall use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this EULA or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information shall give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information. Upon termination of this Agreement, the parties shall promptly either return or destroy all Confidential Information and, upon request, provide written certification of such

4.                   User Name, Password, and Security.

As part of your class enrollment, you would be granted a user name and password to the ForClass platform. You agree not to transfer or sell your use of or access to the Service to any third party.

5.                   You are solely responsible for maintaining the confidentiality of your username and password and for any and all activities (including transactions, if any) that are conducted through such user name and password. You shall take full responsibility for Your own, and third party, use of Your License. You are solely responsible for any and all activities that occur under Your License. ForClass may use this information and any technical information about your use of the Service to tailor its presentations to you, facilitate your movement through the Service, or communicate separately with you.
6.                   Indemnification.

To the extent permitted by applicable law, You shall indemnify, hold harmless and defend ForClass, its officers, directors, employees, agents and representatives at Your expense, from any and all third-party claims, actions, proceedings, and suits brought against ForClass or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys’ fees and other litigation expenses) incurred by ForClass or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this EULA, (ii) Your use of the Service, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, (iv) any representations and warranties made by You concerning any aspect of the Service; and (v) any claims made by or on behalf of any third party pertaining directly or indirectly to Your use of the Service.

ForClass shall provide You with written notice of any claim, suit or action from which You must indemnify ForClass. You shall cooperate as fully as reasonably required in the defense of any claim. ForClass reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.

7.                   Disclaimer of Warranties.

Use of the Service and any reliance by you upon the Service, including any action taken by you because of such use or reliance, is at your sole risk. ForClass does not warrant that the Service will be uninterrupted or free of errors, viruses, or other harmful components; nor does it make any warranty as to the results that may be obtained from use of the Service. ForClass may make improvements and/or changes in the Services at any time. ForClass makes no representations as to the suitability, reliability, availability, timelines, and accuracy of the Service. The Service is provided ‘as is’ and “as available”, “with all faults” and ForClass disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to You in this regard.

Your sole and exclusive remedy for any failure or nonperformance of the Service shall be for ForClass to use commercially reasonable efforts to adjust or repair the Service.

8.                   Limitation of Liability.

To the extent permitted by applicable law, in no event shall ForClass be liable for any direct, indirect, special, incidental, consequential, exemplary, or punitive damages, or any damages whatsoever, including, but not limited to loss of use, sales, data, profits loss of or damage to business, loss of contracts or loss of customers, even if ForClass has been advised of, knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy. ForClass’s total cumulative liability to you or any other party for any loss or damages resulting from claims, demands, or actions arising out of or relating to this Agreement will not exceed the case price.

Moreover, ForClass shall have no liability for (a) any claim of patent, trade secret or copyright infringement based on the use of other than the then-latest release of the Service or Software, if such infringement could have been avoided by use of the latest release, (b) the security and integrity of any data or information you store or transmit using the Service or the Internet, including any data or information stored or transmitted by any computer designated as “secure”. You are responsible for immediately reporting to ForClass any issue that could compromise the security or integrity of any User or system taking part in the Service or (c) any claim of patent infringement based on the (i) use of the Service in combination with other materials not provided by ForClass where infringement would not have resulted but for such combination, or (ii) modification of the Service by anyone other than ForClass where infringement would not have resulted but for such modification.

9.                   Setup & Technical Support

ForClass will provide setup services to faculty for each case they use with the platform, including case content and question uploading, roster and Learning Management System (LMS) integration.

ForClass provides full technical support. The End User can contact ForClass with questions by emailing contact@forclass.com or calling 1-563-564-6071 and a ForClass representative will respond within one business day.

10.                   Proprietary Rights.

The Service and all Intellectual Property Rights (as defined below) therein are, and shall remain, the property of ForClass. All Intellectual Property Rights in and to the Service’s software not expressly granted to You in this Agreement are reserved and retained by ForClass and its licensors without restriction. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use the Service outside of the scope of the License granted in this EULA; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) rent, lease, sell, assign or otherwise transfer rights in or to the Service; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other Intellectual Property Rights associated with the Service for any purpose without the express written consent of ForClass; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with ForClass other than in the name of ForClass; or (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.

“Intellectual Property Rights” shall mean any and all developments, discoveries, techniques, inventions and improvements, methods, know-how, processes, formulae, data, data bases, computer programs, computer code, source code, software, hardware, patents, patent applications and all patentable materials, models, designs (whether registered or not), copyrights and all copyrightable materials, trade secrets, trademarks, trade names, proprietary information, concepts and ideas pertaining the Service, and all documentation related therewith.

1.               Modifications to EULA.

ForClass reserves the right to modify the terms and conditions of this EULA (for example, in order to reflect changes to the law or changes to the Service). You are responsible for regularly reviewing this EULA, and your use of the Services will be deemed as acceptance of the terms and conditions of this EULA. ForClass will post notice of modifications to these terms on their website. Changes shall not apply retroactively and shall become effective no sooner than 14 days after they are posted. If You do not agree to the modified terms for the Service, You should discontinue Your use of the Service and send ForClass an email notification. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of ForClass, (ii) You accept updated terms online, or (iii) You continue to use the Service after ForClass has posted updates to the Agreement.

1.               Term and Termination

Either party may terminate this Agreement at any time with a notice of 2 days. Upon any termination of this Agreement, ForClass shall stop providing, and You shall stop accessing the Service; and You shall delete all copies of the Service software from all systems and certify thereto in writing to ForClass within 3 business days of such termination. In the event of any termination (a) ForClass shall have no liability to You or any third party because of such termination and (b) any all of Your historical Report data will no longer be available to You 30 days after the termination of this Agreement.

2.               Miscellaneous

a)        This EULA, including all attachments contained herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and existing understandings or agreements, whether made in writing or orally, in regard to the said subject matter. Applicable sections remain in force after the expiration or early termination of this Agreement.

b)        The relationships between the parties to this Agreement shall be solely that of independent contractors. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither ForClass nor You shall present itself as the agent of the other, other than as specified in this Agreement.

c)        Neither party shall be liable to the other for delays or failures in performance for reasons beyond the reasonable control of that party, including, but not limited to, substantial modifications in third party software, force majeure, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties.

d)       Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if made in writing and signed by the parties.

e)        If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

f)         You authorize ForClass to use your company name, logo or other applicable trademarks, at any time, for the purpose of referencing you as a customer on the ForClass Website or in other promotional marketing materials. If you do not wish to be referenced please contact ForClass at Contact@ForClass.com.

g)        Any dispute relating to or arising from this Agreement shall be settled in the sole jurisdiction of the applicable courts of Tel Aviv, Israel, according to the laws of the State of Israel without regard to or application of conflict-of-law rules or principles.