Terms for Marketplace Providers

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These terms of service (these “Terms”) apply to the Taxonomy marketplace/network, the Classr API (the “Classr API”), taxonomies within the Taxonomy marketplace/network (the “Taxonomy” or “Taxonomies”) and other products and services (collectively, the “Service”) provided by Subscribe Labs Inc (“Classr”, “our,” or “we”) via app.classr.io (the “Site”).

By registering to use the Service, accessing the Service or providing access to any Taxonomies via the Service, you agree and acknowledge that you have read all of the terms and conditions of these Terms, you understand all of the terms and conditions of these Terms, and you agree to be legally bound by all of the terms and conditions of these Terms.

These Terms apply to individuals and entities that provide access to Taxonomies via the Service (“Taxonomy Providers”) and individuals and entities that obtain access to APIs via the Service (“Taxonomy Consumers”). Unless otherwise specified, “you” refers to both Taxonomy Providers and Taxonomy Consumers.

The “Effective Date” of these Terms is the date you first access the Service.

Classr reserves the right to change or modify any of the terms and conditions contained in these Terms (or any policy or guideline of Classr) at any time and in its sole discretion by providing notice that these Terms have been modified. Such notice may be provided by sending an email, posting a notice on the Site, posting the revised Terms on the Site and revising the date at the top of these Terms, or such other form of notice as determined by Classr. Any changes or modifications to these terms (the “Changes”) will be effective immediately. Your continued use of the Service following any Changes will constitute your acceptance of such Changes. You are advised to review these Terms whenever you access the Service and at least every 30 days to make sure that you understand the terms and conditions that will apply to your use of the Service.

 

Privacy

 

For information about how we collect, use and share information about users of the Service, please see our Privacy Policy.

 

Service & Registration

 

Service

 

Classr’s API marketplace/network connects Taxonomy Providers and Taxonomy Consumers. The Service enables Taxonomy Providers to list the Taxonomies they offer for purchase by Taxonomy Consumers. Each Taxonomy offering includes a description of the Taxonomy, its associated price, and other related terms and conditions. Taxonomy Consumers purchase the right to use a Taxonomy on a subscription-basis in addition to the underlying subscription service of the Classr API.

Classr grants to you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to access and use the Service subject to the terms and conditions set forth in these Terms.

 

Registration

 

In order to access the Service, Taxonomy Providers and Taxonomy Consumers must register with Classr by completing the registration forms provided via the Site or by contacting Classr. You agree to (a) provide accurate, current, and complete information as may be prompted by the registration forms via the Site (“Registration Data”), (b) maintain the security of your Classr account password, (c) maintain and promptly update the Registration Data, and any other information you provide to Classr, to keep it accurate, current, and complete and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Classr.

You are responsible for safeguarding the passwords you use to access the Service and agree to be fully responsible for activities or transactions that relate to your Classr account or password. You must notify Classr immediately if you learn of an unauthorized use of your Classr account or password. Contact us here.

 

Taxonomy Rights — Between Taxonomy Providers and Taxonomy Consumers (not Classr)

 

Classr provides the marketplace, but the terms and conditions applicable to the APIs (including, the use of the APIs) are between Taxonomy Providers and Taxonomy Consumers (not Classr).

With respect to each Taxonomy, Taxonomy Consumers and the Taxonomy Provider who listed such Taxonomy via the Service acknowledge and agree that the terms and conditions applicable to the use of and other rights with respect to such Taxonomy by each such Taxonomy Consumer are solely between each such Taxonomy Consumer and such Taxonomy Provider, and not with Classr. Each Taxonomy Provider (not Classr) is responsible for all support and all claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement).

Classr reserves the right, but does not have the obligation, to review, screen, or monitor any links to any Taxonomy or Taxonomy API Content/Terms (as defined below) at any time and for any reason without notice. Taxonomy Providers and Taxonomy Consumers acknowledge and agree that Classr may remove any Taxonomy or any Taxonomy Content/Terms at Classr’s sole discretion.

 

Taxonomy Provider

 

Taxonomy Provider – Grants and Obligations

 

Taxonomy Providers may list Taxonomies via the Service by contacting Classr.

For each Taxonomy, Taxonomy Providers must provide a brief description of the Taxonomy, the pricing per month and any other applicable terms and conditions (e.g., non-compete or competitive considerations) (collectively, “API Content/Terms”).

Taxonomy Provider grants Classr the right to provide the Taxonomies and the Taxonomy Content/Terms provided by Taxonomy Provider (or a party on its behalf) via the Service. Further, Taxonomy Provider consents to Classr’s use of its name and, if applicable, Taxonomy Provider’s company’s name and logo on the Site and our publicly-available online and printed materials, identifying Taxonomy Provider (and, if applicable, Taxonomy Provider’s company) as part of the Classr API network.

Taxonomy Provider, not Classr, is responsible for monitoring and enforcing the Taxonomy Content/Terms applicable to each Taxonomy to which it grants a Taxonomy Consumer access. Taxonomy Provider acknowledges and agrees that Classr will not be liable for any actual or alleged breach of the terms and conditions governing the use of APIs by Taxonomy Consumer (or any damages arising from or related to such actual or alleged breach).

Taxonomy Provider represents and warrants that (a) all representations and warranties made by Taxonomy Provider with respect to the Taxonomies it lists via the Service are true and accurate; and (b) it owns (or has full rights to) to market, promote, offer to sell, sell, grants access to, and distribute the Taxonomies it lists via the Service and all Taxonomy Content/Terms posted to the Service.

In the event Classr provides Taxonomy Consumer email addresses or other contract information to a Taxonomy Provider, such Taxonomy Provider may use such email addresses or other contact information solely to provide Taxonomy Provider’s Taxonomies to Taxonomy Consumer in connection with the Service. In no event may Taxonomy Provider bypass Classr’s billing, management, marketplace or Service and/or use any information obtained via Classr, the Service or the Site (including, but not limited to, any Taxonomy Consumer email addresses or other contract information) for any purpose other than expressly authorized in these Terms. For example, Taxonomy Provider may not use any Taxonomy Consumer email addresses or other contract information to solicit Taxonomy Consumers or other users to leave the Service or obtain Taxonomies directly via Taxonomy Providers or any non-Classr source.

 

Taxonomy Provider – Payments

 

Classr collects subscription fees and other payments associated with Taxonomy Consumers’ access and use of APIs provide by Taxonomy Providers via the Service (“API Fees”). Following Classr’s receipt of the Taxonomy Fees applicable to a Taxonomy listed on the Service by a Taxonomy Provider, Classr will pass on such amount to the applicable Taxonomy Provider less a Classr transaction fee. Taxonomy Providers are paid on a monthly basis in arrears via the Service. Notwithstanding any terms to the contrary in these Terms, Taxonomy Providers acknowledge and agree that Classr will use reasonable effort to collect API Fees, but Classr is not responsible for any failure to collect API Fees (including, but not limited to, any damages that arise out of, result from, are attributable to or are in any way incidental to such failure). The Taxonomy Consumer’s additional subscription to the Classr API

Classr, at its sole discretion, may modify its transaction fee with no less than 7 days advance notice.

 

Taxonomy Consumer

 

Taxonomy Consumer – Subscription Packages

 

Taxonomy Consumer may browse listed Taxonomies and subscribe to access and use Taxonomies pursuant to one of the Classr subscription plans selected by Taxonomy Consumer.

Unless otherwise expressly set forth in the Classr subscription plan selected by a Taxonomy Consumer, Classr subscription plans will automatically renew for additional periods equivalent in length to the initial Classr subscription period selected by such Taxonomy Consumer. Each Taxonomy Consumer may change the type of Classr subscription plan selected or terminate the Classr subscription plan according to the terms and conditions of such subscription plan.

 

Taxonomy Consumer – Fees

 

The pricing terms for each Taxonomy Consumer’s access and use of Taxonomies are set forth in the Classr subscription plan selected by such Taxonomy Consumer. All payments must be made in U.S. Dollars by credit or debit card via an authorized Classr payment processor.

Classr will charge the credit/debit card provided by Taxonomy Consumer via the Service in advance and in accordance the subscription plan selected by Taxonomy Consumer.

Each Taxonomy Consumer hereby authorizes Classr (or its authorized payment processor) to charge the credit/debit card number provided via the Service by such Taxonomy Consumer in accordance with the Classr subscription plan selected, and such Taxonomy Consumer represents and warrants that such Taxonomy Consumer is authorized to use and have fees charged to the credit/debit card number provided to Classr. Taxonomy Consumer understands that it may withdraw such authorization by contacting Classr.

 

Change of Taxonomy Content

 

The Taxonomy Provider retains the right to make changes to the content of their Taxonomy. No notice is required to the Taxonomy Consumer and all efforts will be made to not negatively impact the Taxonomy Consumer.

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