Terms of Service
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, AS WELL AS VARIOUS LIMITATIONS AND EXCLUSIONS.

These terms are a contract between you (“you” or “Customer”) and Classhub Limited, a company incorporated and registered in Ireland with company number 636886, whose registered office is at Talent Garden, Claremont Ave, Glasnevin, Dublin 11 (“Classhub,” “we,” or “us”). You must read, agree to, and accept all of these terms and conditions to be a Customer of our website located at www.classhub.ie and all affiliated websites, including mobile websites and Classhub mobile applications, owned and operated by us, our predecessors or successors in interest (the “Site”) and the services/products which can be accessed thereon (the “Services” or the “Site Services”). The date of your initial acceptance of these terms will be recorded by us (the “Effective Date”).

These terms include and hereby incorporate by reference the following important agreements, as they may be in effect and modified from time to time: (i) Site Terms of Use (contained in Appendix 1 of these Terms); (ii) Privacy and Cookies Policy (contained in Appendix 2 of these Terms); 1 (iii) SaaS License Terms (contained in Appendix 3 of these Terms); (iv) Data Processing Terms (contained in Appendix 4 of these Terms); and (v) the Classhub Code of Ethics (contained in Appendix 5 of these Terms) 2 . These terms and appendices are collectively called the “Terms”.

Subject to the conditions set forth herein, Classhub may, in its sole discretion, amend these Terms at any time by posting a revised version on the Site. Classhub will provide reasonable advance notice of any amendment that includes a Substantial Change, by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. You will not be permitted to continue to use the Services unless you accept the updated Terms. If the Substantial Change includes an increase to Commission Fees charged by Classhub, Classhub will provide reasonable advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Commission Fees or any temporary or promotional Commission Fees change.

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT ACCEPT THE TERMS IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

Defined terms and expressions used herein shall have the meanings given to such terms and expressions in Clause 16 below.

These Terms of Service are provided in a layered format. Click through to jump to a specific section.

  1. CLASSHUB ACCOUNTS
    1. REGISTRATION AND ACCEPTANCE
      1. By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms when prompted on the Site, you agree to abide by the Terms.
      2. To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted.
      3. If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms, on behalf of yourself and the company.
    2. ACCOUNT ELIGIBILITY
      1. Classhub offers the Site and Site Services for the purposes described on the Site (i.e. Classhub is a community based two sided online platform connecting parents and students with local teachers who offer after school activities and classes. On one side, the platform enables people to list their classes and earn extra income in the form of class fees. On the other, Classhub enables parents and students to find and book, read reviews and pay for classes and courses that local teachers offer. The platform is primarily aimed at the After School Activity market.). To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) are a provider of classes (“Provider”); or (b) are an individual student or parent/guardian of an individual student who wishes to avail of classes (“User”); (c) are either over 18 years of age or have the consent of your legal guardian to open such an Account.
    3. ACCOUNT PROFILE
      1. To register for an Account to join the Site, you must complete a Customer profile (“Profile”). If you are a Provider, you acknowledge that your Profile and details of the classes you provide shall be publicly available on the Site. If you are a User, you will be able to contact a Provider through the internal messaging service when you have made a booking through the Site.
      2. Customers will be required to provide certain Personal Data in order to use the Services and further details in relation to such Personal Data and how it shall be handled are set out in the Privacy and Cookies Policy in Appendix 2 of these Terms.
      3. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your tax/VAT registrations, your skills, or the services/products your business (if any) provides and to correct any such information that is or becomes false or misleading.
      4. As a Provider, you agree to provide copies of references or garda vetting checks (where applicable) to any Users who may request such details whether prior to or during the term of any classes, courses or tuition provided to such Users through the Site. A garda vetting certificate is not essential, although some Users may prefer a Provider to have one and/or to provide appropriate references depending on the applicable circumstances. You further agree to disclose to any such Users (where applicable) if you have previously been convicted of an offence of any nature, including but not limited to any sexual offence(s) as required under Section 26 of the Sex Offenders Act 2001.
    4. DISCRETION OF CLASSHUB IN RELATION TO ACCOUNTS
      1. As described in this Clause, there are two different Account types which you can create depending on the type of Customer that you are. The Account types are as follows:
        1. Provider Account. This account type is for Providers who wish provide Classes to Users through the Site.
        2. User Account. This account type is for parents or legal guardians of students under 18 years or students above 18 years of age who wish to avail of the Site Services.
      2. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning or to inform any law enforcement or regulatory body, government agency, court or other third party where we believe disclosure is necessary under applicable law or regulations if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account, or Classhub reasonably believes that you are or have been in any way involved in criminal, unethical or improper activities, or that you are using the Site or your Account in an improper or illegal way, or that you are acting in bad faith or failing to comply with these Terms. Such determination shall be completely at Classhub’s discretion.
    5. ACCOUNT PERMISSIONS
      You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Customers permissions under your Account you represent and warrant that: (a) the Customer is authorized to act on your behalf, (b) you are financially responsible for the Customer’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any Customer to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into the Terms. If any such Customer violates the Terms, it may affect your ability to use the Site. Upon closure of an Account, Classhub may close any or all related Accounts.
    6. IDENTITY AND LOCATION VERIFICATION
      When you register for an Account and from time to time thereafter, your Account may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, tax/VAT registrations and (if applicable) your ability to act on behalf of your business on Classhub. You authorize Classhub, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and (if applicable) your business.
    7. USERNAMES AND PASSWORDS
      When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Classhub to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another Customer of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms.
  2. PURPOSE OF SITE AND SERVICES
    1. The Site is a marketplace where Providers can share information and advertise the provision of extra-curricular classes, lessons or activities ("Classes") for groups or individual Users. All Providers must register initially for a User Account and subsequently for a Provider Account. Customers who have registered for a User Account can identify and avail of the Classes. The Site will include the ability for Customers to ‘chat’ to one another or to Providers for the purposes of discussing products/services and generally exchange information.
    2. Subject to the Terms, Classhub provides the Site Services to Customers, including hosting and maintaining the Site. Classhub does not facilitate the formation of contracts for the supply of Services between Customers, and these are the responsibility of the Customers to arrange between themselves as appropriate (“Sale Contracts”).
  3. RELATIONSHIP WITH CLASSHUB
    1. Classhub is not and cannot be responsible for the behaviour of Providers, whether on the Site or outside of it. Classhub merely makes the Site and Site Services available to enable Customers to find and transact directly with each other. Through the Site and Site Services, Providers may be notified that Users may be seeking the Classes they offer, and Users may be notified of Providers that may offer the Classes they seek; at all times, however, Customers are responsible for evaluating and determining the suitability of any other Customer or any Classes offered on the Site on their own. If Customers decide to enter into a Sale Contract, the Sale Contract is directly between the Customers and Classhub is not a party to that Sale Contract. [Classhub recommends that you engage [Checkback International at Checkback.ie or other reputable organisations carrying out identity verification services] 3 to carry out identity checks in relation to You, prior to the provision of the Classes. Where You have arranged for such identity checks to be carried out and provide the results to us [via your profile] and you have completed the remainder of that profile and have listed Classes on the Site, then we will reimburse the cost of the identity checks to you up to a maximum amount of €30. The identity checks are not mandatory. Classhub does not carry out any form of vetting in relation to Providers and we do not pre-screen or monitor the material contributed by Providers to the Site.
    2. You acknowledge, agree, and understand that Classhub is not a party to the relationship or any dealings between Customers.
    3. Without limitation, Customers are solely responsible for (a) ensuring the accuracy and legality of any Customer Content, (b) determining the suitability of other Customers for a Sale Contract, (c) negotiating, agreeing to, and executing any terms or conditions of Sale Contracts, or (d) paying for Sale Contracts or Classes offered thereunder. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Sale Contract with another Customer and for verifying any information about another Customer, including Composite Information. Classhub does not make any representations about or guarantee the truth or accuracy of any Customer listings or other Customer Content on the Site; does not verify any feedback or information provided by Customers about other Customers; and does not vet or otherwise perform background checks on Customers (Users may request information from Providers directly in relation to this if they so wish). You acknowledge, agree, and understand that Classhub does not, in any way, supervise, direct, control, or evaluate Customers and/or their products/services and is not responsible for same or for any Customer Content. Classhub makes no representations about and does not guarantee, and you agree not to hold Classhub responsible for, the quality, safety, or legality of Classes; the qualifications, background, or identities of Customers; the ability of Customers to pay for Classes; Customer Content, statements or posts made by Customers; or the ability or willingness of a Customer to actually complete a transaction.
    4. You also acknowledge, agree, and understand that Customers are solely responsible for determining, and have the sole right to determine, which Classes to exchange information on via the Site; the time, place, manner, and means of providing any such Classes; and the price they charge for their Classes or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee, agent, contractor or consultant of Classhub, and you are not eligible for any of the rights or benefits of employment with Classhub; (ii) Classhub will not have any liability or obligations under or related to Sale Contracts and/or Classes in respect of which information is exchanged via the Site for any acts or omissions by you or other Customers; (iii) Classhub does not, in any way, supervise, direct, or control any Customer or Customer Content; does not impose quality standards or a deadline for completion of any Classes; and does not dictate the performance, methods or process a Provider uses to carry out the Classes, (iv) Classhub does not provide Customers with training or any equipment, labour, tools, or materials related to any Classes or Sale Contract; and (v) Classhub does not provide the premises at which Providers will carry out the Classes.
  4. TAXES AND BENEFITS
    1. Each Customer acknowledges and agrees that it is solely responsible: (a) for all tax liability associated with payments received from or made to other Customers (including but not limited to all income tax, custom duties and similar taxes), and that Classhub will not have any responsibility in this regard; (b) for determining whether it is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Classes in respect of which information is exchanged via the Site and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (c) for determining if it is required by applicable law to withhold any amount relating to amounts paid or payable regarding Classes in respect of which information is exchanged via the Site, and indemnifying Classhub for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest).
  5. MARKETPLACE FEEDBACK AND CUSTOMER CONTENT
    1. You hereby acknowledge and agree that Customers may publish and request Classhub to publish on their behalf information on the Site about the Customer, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Customers voluntarily submit to Classhub and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Classhub; Classhub provides such information at Classhub’s discretion and solely for the convenience of Customers.
    2. You acknowledge and agree that Customer feedback benefits the marketplace, all Customers, and the efficiency of the Site and you specifically request that Classhub post composite or compiled feedback about Customers, including yourself, on Customer Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including Customer Content highlighted by Classhub on the Site or otherwise (“Composite Information”), if any, may include Customer comments, Customer ratings, indicators of Customer satisfaction, and other feedback left exclusively by other Customers. You further acknowledge and agree that Classhub will make Composite Information available to other Customers, including composite or compiled feedback. Classhub provides its feedback system as a means through which Customers can share their opinions of other Customers publicly, and Classhub does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the Classes advertised in the Profile and should not relate to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other Customer.
    3. Classhub does not generally investigate any remarks posted by Customers or other Customer Content for accuracy or reliability and does not guarantee that Customer Content is accurate. You are solely responsible for your Customer Content, including the accuracy of any Customer Content, and are solely responsible for any legal action that may be instituted by other Customers or third parties as a result of or in connection with your Customer Content if such Customer Content is legally actionable or defamatory. Classhub is not legally responsible for any feedback or comments posted or made available on the Site by any Customers or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Customers from abuse, Classhub reserves the right (but is under no obligation) to remove posted feedback or information that, in Classhub’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Classhub. You acknowledge and agree that you will notify Classhub of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Classhub may rely on the accuracy of such information.
  6. CONTRACTUAL RELATIONSHIP BETWEEN CUSTOMERS
    1. SALE CONTRACTS
      1. If Customers decide to enter into a Sale Contract, the Sale Contract is a contractual relationship directly between such Customers. Such Customers have complete discretion both with regard to whether to enter into a Sale Contract with each other and with regard to the terms of any Sale Contract. You acknowledge, agree, and understand that Classhub is not a party to any Sale Contracts, that the formation of a Sale Contract between Customers will not, under any circumstance, create an employment or other service relationship between Classhub and any Customer or a partnership or joint venture between Classhub and any Customer.
      2. With respect to any Sale Contract, Customers may enter into any written agreements that they deem appropriate (e.g., supply of services agreements, confidentiality agreements, etc.) provided that any such agreements cannot conflict with, narrow, or expand Classhub’s rights and obligations under the Terms.
      3. Customers are responsible for complying with any local requirements in respect of Sale Contracts. Classhub expressly disclaims any and all liability with respect to actions or omissions based on the Sale Contract Terms.
    2. DISPUTES AMONG CUSTOMERS
      Classhub shall have no involvement in disputes between Customers (other than in respect of refunds of Fees, as set out in Clause 7). Customers may pursue disputes independently, but you acknowledge and agree that Classhub will not and is not obligated to provide any dispute assistance.
  7. FEES AND PAYOUTS
    1. FEE STRUCTURE
      1. The Class Fee will be displayed on the Site at the time of confirming a Booking, and payment will be taken for the Class at the time of Booking. The Class Fee will also be displayed in the “bookings” area on the Site for a User after the booking has been made, in Class reminder emails and in emails confirming receipt of payment.
      2. The Class Fee is the combination of the Commission Fee, which will be collected by Classhub as provider of the Site Services, the Stripe Fee, the Customer Service Charge and the Provider Fee. All fees shall be payable in Euro and are stated to be inclusive of any applicable VAT or other sales tax.
      3. The Class Fee will be determined by the Provider based on their assessment of the duration and type of service being provided. [Classhub reserves the right to adjust or increase the Commission Fee and/or the Customer Service Charge from time to time].
      4. The commission fee payable to Classhub for the provision of the Site Services will represent 12% (plus VAT) of the Class Fee due for that Class (“Commission Fee”). In addition, a customer service charge of 3% (inclusive of VAT) applies when a User pays for a class (the “Customer Service Charge”).
      5. Users authorise Classhub to instruct Stripe to charge their credit/debit card for the Class Fee amount at the time of the relevant Booking.
      6. Payment processing services on the Site are provided by Stripe Payments Europe, Ltd trading as Stripe and are subject to the Stripe payment terms for ‘Custom: Connect Stripe Account’, a copy of which is available here (the “Stripe Terms”). By agreeing to these Terms or continuing to use the Site, Customers agree to be bound by the Stripe Terms, as the same may be modified or amended by Stripe from time to time. Customers agree to provide Classhub with accurate and complete information about themselves and, where relevant, their business, and each Customer authorises Classhub to share with Stripe such information and transaction information related to that Customer’s use of the payment processing services provided by Stripe.
      7. In the case of provider fee payouts pertaining to single classes, Stripe normally transfers a payout from the Provider’s Stripe connected account to the Provider’s nominated bank account no later than 10 days following completion of a Class. Funds may take an additional 2-3 working days before arriving in the provider’s bank account. If a refund request has been received, the provisions in Clause 7.3 below shall apply.

        In the case of provider fee payouts pertaining to terms of classes, payouts will be apportioned to each class within the term and will be available for payout after each class has taken place. Stripe normally transfers a payout from the Provider’s Stripe connected account to the Provider’s nominated bank account no later than 10 days following completion of a class. Funds may take an additional 2-3 working days before arriving in the provider’s bank account. If a refund request has been received, the provisions in Clause 7.3 below shall apply.
    2. CANCELLATIONS
      1. If any User has made a Booking more than fourteen days before the scheduled commencement time for the booked Class, such a User may cancel such Booking at any time up to twelve hours before the Class is due to commence and in the event of such cancellation, the User shall receive a full refund to the debit/credit card used to make the Booking within fourteen days of cancellation. If such a User cancels a Booking less than twelve hours before the relevant Class is due to commence, the User shall not receive a refund.
      2. If any User has made a Booking less than fourteen days before the scheduled commencement time for the booked Class, such a User may cancel such Booking at any time up to the commencement of the Class and in the event of such cancellation, such a User shall receive a full refund to the debit/credit card used to make the Booking with fourteen days of cancellation.
      3. The User acknowledges that he or she will lose the right to cancel the booked Class once the services have been provided, i.e. once a Class has commenced. The Customer shall be sent a confirmation email in respect of any cancellation applicable to such Customer. The Customer expressly consents to this cancellation policy and, to the extent permitted by applicable law, waives any rights he/she may have in respect of cancellations of Bookings other than as set out herein.
    3. REFUNDS
      1. If any User has a complaint in respect of a missed or unsatisfactory Class, the User must make a formal refund request through the Site (“Refund Request”). Any Refund Request must be made via the Site within 24 hours of the completion of the disputed Class (in the case of groups or terms of Classes booked, the Refund Request must be made within 24 hours of the first Class). The Refund Request shall be automatically notified to the Provider first, and the Provider and User shall use their respective best endeavours to resolve the dispute directly with one another within 72 hours of the making of the Refund Request by the User.
      2. If the Provider and the User are unable to resolve the dispute within this 72 hour period, an escalation notice will be sent by the User or the Provider to Classhub via the Site within 72 hours of receipt of the escalation notice. Classhub shall then make a determination in respect of the dispute within 7 days of receipt of such an escalation notice. If Classhub determines that a full or partial refund (applicable to groups and terms of Classes only) is due to the User, the refunded amount shall be returned to the User’s debit/credit card no later than 30 days from the making of the Refund Request. If Classhub determines that no refund is due to the User, the Class Fee shall then be released to Classhub, the Provider and Stripe in accordance with these Terms. Classhub’s determination of disputes shall be final and binding on Customers, and Classhub shall act reasonably in this regard. The Customer shall be sent a confirmation email in respect of any refund determination made by Classhub which is applicable to such Customer. The Customers expressly consent to this refund policy and, to the extent permitted by applicable law, waive any rights he/she may have in respect of refunds of Bookings other than as set out herein.
  8. CLASSHUB CONFIDENTIAL INFORMATION
    1. To the extent that any Customer has access to any information which is proprietary or confidential to Classhub (“Confidential Information”), it shall hold such Confidential Information in confidence and, unless required by law, not make such Confidential Information available to any third party, or use such Confidential Information for any purpose other than the implementation of these Terms. Each Customer shall take all reasonable steps to ensure that Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Clause.
    2. Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the Customer; (ii) was in the Customer’s lawful possession before the disclosure; (iii) is lawfully disclosed to the Customer by a third party without restriction on disclosure; (iv) is independently developed by the Customer, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
  9. RECORDS OF COMPLIANCE
    1. Customers will each (a) create and maintain records to document satisfaction of their respective obligations under these Terms, including, without limitation, their respective payment obligations and compliance with tax and employment laws (if applicable), and (b) provide copies of such records to Classhub upon request. Nothing in this subsection requires or will be construed as requiring Classhub to supervise or monitor a Customer’s compliance with these Terms or a Sale Contract. You are solely responsible for creation, storage, and backup of your business records. These Terms, any registration for or subsequent use of the Site will not be construed as creating any responsibility on Classhub’s part to store, backup, retain, or grant access to any information or data for any period (subject to the terms of the Data Processing Terms).
  10. WARRANTY DISCLAIMER
    1. YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. CLASSHUB MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, PRODUCTS/SERVICES IN RESPECT OF WHICH INFORMATION IS EXCHANGED VIA THE SITE, OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT APPLICABLE, CLASSHUB DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT.
  11. LIMITATION OF LIABILITY
    1. Classhub is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms, including, but not limited to:
      1. your use of or your inability to use our Site or Site Services;
      2. delays or disruptions in our Site or Site Services;
      3. viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
      4. glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
      5. damage to your hardware device from the use of the Site or Site Services;
      6. the content, actions, or inactions of third parties’ use of the Site or Site Services;
      7. a suspension or other action taken with respect to your Account;
      8. your reliance on the quality, accuracy, or reliability of Profiles, ratings, recommendations, and feedback;
      9. Composite Information, or metrics found on, used on, or made available through the Site; and
      10. your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms of Service.
    2. ADDITIONALLY, IN NO EVENT WILL CLASSHUB, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF CLASSHUB, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY CUSTOMER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) EUR500; OR (B) ANY COMMISSION FEES RECEIVED BY CLASSHUB IN RESPECT OF SUCH CUSTOMER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
  12. RELEASE
    1. In addition to the recognition that Classhub is not a party to any Sale Contract between Customers, you hereby release Classhub, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another Customer, whether it be at law or in equity that exist as of the time you agree to these Terms. This release includes, for example and without limitation, any disputes regarding the quality of Classes.
  13. INDEMNIFICATION
    1. You hereby indemnify, defend, and hold harmless Classhub, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site (including the ‘chat’ or ‘inbox’ function) and the Site Services by you or your agents, including any payment obligations or default incurred through use of the Site Services; (b) any Sale Contract entered into by you or your agents, or any dispute between you and another Customer regarding Classes or any other matter; (c) failure to comply with the Terms by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, wilful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy and or data protection rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For the purposes of this Clause 13, your agents includes any person who has apparent authority to access or use your Account demonstrated by using your username and password.
    2. Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other Customer against an Indemnified Party.
    3. Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other Customer.
  14. TERM AND TERMINATION
    1. TERMINATION
      1. Unless both you and Classhub expressly agree otherwise in writing, either of us may terminate these Terms in our sole discretion, at any time, without explanation, upon written notice to the other, except as otherwise provided herein. Deletion of a Customer’s Account constitutes termination of these Terms in respect of such Customer (subject to Clause 14.3 of these Terms). In the event you properly terminate these Terms, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Classhub is not a party to any Sale Contract between Customers. Consequently, each Customer understands and acknowledges that termination of these Terms (or attempt to terminate these Terms) does not terminate or otherwise impact any Sale Contract entered into between Customers.
      2. Without limiting Classhub’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach any terms and conditions of these Terms; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Customers, or Classhub or our Affiliates; may be contrary to the interests of the Site or the Customer community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Classhub’s prior written consent. We may inform any law enforcement or regulatory body, government agency, court or other third party where we believe disclosure is necessary under applicable law or regulations
      3. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Customer’s Account status to all Customers, including both yourself and other Customers. You therefore agree as follows: IF CLASSHUB DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, CLASSHUB HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER CUSTOMERS THAT HAVE ENTERED INTO SALE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE CUSTOMERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT CLASSHUB WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY CUSTOMER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
    2. ACCOUNT DATA ON CLOSURE
      1. Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that any closure of your Account may involve deletion of any content stored in your Account for which Classhub will have no liability whatsoever. Classhub, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
    3. SURVIVAL
      1. After these Terms terminate, the parts of these Terms that expressly or by their nature contemplate performance after these Terms terminate or expire will survive and continue in full force and effect. For example, the dispute resolution provisions, protecting intellectual property, indemnification, payment of fees, limitations of liability, disclaimers and waivers, each, by their nature, contemplate performance or observance after these Terms terminate. Without limiting any other provisions of the Terms, the termination or expiry of these Terms for any reason will not release you or Classhub from any obligations incurred prior to termination of these Terms or that thereafter may accrue in respect of any act or omission prior to such termination.
  15. GENERAL
    1. FORCE MAJEURE
      1. Classhub shall have no liability to any Customer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Classhub or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that Customers are notified of such an event and its expected duration.
    2. CONFLICT
      1. If there is an inconsistency between any of the provisions in the main body of these Terms and the Appendices, the provisions in the main body of these Terms shall prevail.
    3. WAIVER
      1. No failure or delay by Classhub to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    4. RIGHTS AND REMEDIES
      1. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
    5. SEVERANCE
      1. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of these Terms.
    6. ENTIRE AGREEMENT
      1. These Terms, and any documents referred to herein, constitute the whole agreement between Classhub and the Customer and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
      2. The Customer acknowledges and agrees that in agreeing to these Terms, it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person relating to the subject matter of these Terms, other than as expressly set out in these Terms.
    7. ASSIGNMENT
      1. The Customer shall not, without the prior written consent of Classhub, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
      2. Classhub may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
    8. NO PARTNERSHIP OR AGENCY
      1. Nothing in these Terms is intended to or shall operate to create a partnership between Classhub and any Customer, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    9. NOTICES
      1. Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in these Terms or in a Customer’s Profile/Account, or such other address as may have been notified by that party for such purposes, or sent by email to the party’s email address as set out in these Terms or in a Customer’s Profile/Account.
      2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.
    10. GOVERNING LAW
      1. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Ireland.
    11. JURISDICTION
      1. Classhub and each Customer irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
  16. DEFINITIONS
    1. Services”, “Site”, “Site Services”, “Customer” and “Effective Date”: have the meanings given in the introductory Section the Terms.
    2. Account”: has the meaning given in Clause 1.1.1 of the Terms.
    3. Affiliates”: any entity that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with Classhub.
    4. Booking”: the booking of an individual or group class through the Site.
    5. Business Day”: a day on which banks are generally open for business in Dublin, Ireland.
    6. Class”: a class provided by a Provider to a User, as described in Clause 2.1 of the Terms, and “Classes” shall be interpreted accordingly.
    7. Class Fee”: the fee payable by a User for a Class.
    8. Commission Fee”: as defined in paragraph 7.1.4.
    9. Composite Information”: has the meaning given in Clause 5.2 of the Terms.
    10. Control”: a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and “Controls” and “Controlled” shall be interpreted accordingly.
    11. Customer”: a Provider and/or Customer.
    12. Customer Content”: any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other information that you or any Site Visitor or Customer post to any part of the Site or provide to Classhub, including such information that is posted as a result of questions.
    13. Data Protection Legislation”: has the meaning given to such term in Appendix 4 of the Terms (Data Processing Terms).
    14. Intellectual Property Rights”: any and all intellectual property rights of any nature, whether registered, registerable or otherwise, including patents, utility models, trade marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights that subsist in computer software, computer programs, websites, trade secrets, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the “look and feel” of any websites, and in each case all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these that may subsist anywhere in the world, in each case for their full term, together with any future rights and renewals or extensions, and “Intellectual Property” shall be interpreted accordingly.
    15. Licence”: has the meaning given to such term in Clause 1.1 of Appendix 3 of the Terms (SaaS Licence Terms).
    16. Personal Data”: has the meaning given to such term in Appendix 4 of the Terms (Data Processing Terms).
    17. Profile”: has the meaning given in Clause 1.3 of the Terms.
    18. Provider”: has the meaning given to such term in Clause 1.2 of the Terms.
    19. Provider Fee”: the amount left after deducting the Commission Fee and Stripe Fee from the Class Fee.
    20. Refund Request”: has the meaning given in Clause 7.3 of the Terms.
    21. Sale Contracts”: has the meaning given in Clause 2.2 of the Terms.
    22. Site Visitor”: has the meaning given to such term in Clause 1.3 of Appendix 1 of the Terms (Site Terms of Use).
    23. Software”: has the meaning given to such term in Clause 1.1 of Appendix 3 of the Terms (SaaS Licence Terms).
    24. Stripe Fee”: the portion of every Class Fee which is payable to Stripe, in respect of the payment services provided by Stripe, being the fees applicable to the Stripe ‘Connect Stripe Account’, which are [ ] 5 .
    25. Substantial Change”: a change to the provisions of the Terms which reduces your rights or increases your responsibilities.
    26. User”: has the meaning given to such term in Clause 1.2 of the Terms.

      APPENDIX 1 – SITE TERMS OF USE

      Defined terms and expressions used herein shall have the meanings given to such terms and expressions in Clause 16 of the Terms.

      CLASSHUB’S PROVISION OF THE SITE AND LIMITED SITE LICENSE

    27. Classhub grants you a limited license to access the Site and Site Services. This license is subject to and conditioned on compliance with these Terms.
    28. We try to keep our Site and the Site Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. In fact, we might even stop providing the Site or Site Services completely or stop providing certain features without notice.
    29. Classhub may terminate any license it has granted to any visitor of the Site who has not created an Account (“Site Visitor”) or Customer to access the Site and Site Services by providing notice, and the termination of such license shall be effective immediately upon Classhub providing such notice.
  17. CLASSHUB'S INTELLECTUAL PROPERTY
    1. Classhub and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Classhub logos and names are trademarks of Classhub and may be registered or unregistered. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners.
    2. Nothing in the Terms grants you a right to use any Classhub Intellectual Property Rights relating to the Site or Site Services.
  18. YOUR INTELLECTUAL PROPERTY
    1. When you post Customer Content on the Site or through the Site Services or provide Classhub with Customer Content, you understand and acknowledge that you are solely responsible for such Customer Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that Customer Content without violating the rights of third parties, and (b) grant the licenses specified below.
    2. You acknowledge and agree that the poster of Customer Content, and not Classhub, is responsible for any Customer Content including any harms caused to you, another Customer, or a third party by such Customer Content.
    3. You will indemnify, defend, and hold harmless Classhub, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other Customer against an Indemnified Party relating to or arising out of any Customer Content you post.
  19. YOUR RIGHTS AND LICENSE TO CLASSHUB AND OTHER SITE VISITORS
    1. You retain all ownership rights in any Customer Content you post on the Site. To the extent permitted by applicable law, you also grant to Classhub and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such Customer Content and your details as contained in your Customer Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and Classhub’s, our successors’ and Affiliates’ businesses, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each Customer and each Site Visitor a non-exclusive license to access your Customer Content through the Site and to use, reproduce, distribute, and display such Customer Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms, and applicable law.
  20. YOUR COMMENTS AND IDEAS
    1. You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Classhub under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) you grant us a perpetual and royalty-free license to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Classhub does not waive any rights to use similar or related ideas, including those known or developed by Classhub or obtained from sources other than you.
  21. THIRD-PARTY INTELLECTUAL PROPERTY
    1. Any information or content expressed or made available by a third party or any other Site Visitor or Customer is that of the respective author(s) or distributor(s) and not of Classhub. Classhub neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Classhub’s authorized agents acting in their official capacities.
    2. The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
    3. You may not use the Site to store any material or content, or disseminate any material or content, in any manner that constitutes an infringement of third party Intellectual Property Rights.
    4. You will indemnify, defend, and hold harmless Classhub, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other Customer against an Indemnified Party relating to or arising out of breach by you of third party Intellectual Property Rights.
  22. PERMITTED SITE USES
    1. Classhub offers the Site and Site Services for the purposes set out in the Terms only and not for any other purpose. Classhub makes the Site and Site Services available for Customers to find one another, advertise and arrange Classes, etc. In addition, certain Site Visitor Site Services provide, and may be used to obtain, general information and articles that we believe may be of interest to Site Visitors and Customers. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to any information that is posted on the Site by us or anyone else.
    2. In no event should any content be relied on or construed as commercial, financial, tax or legal advice or otherwise. You should independently verify the accuracy of any content.
  23. PROHIBITED SITE USES
    1. You may not use, or encourage, promote, facilitate, instruct or induce others to use, the Site or Site Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.
    2. The following are examples of uses that are prohibited on the Site or when using the Site Services: seeking, offering, promoting, or endorsing and services, content, or activities that:
      1. are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature;
      2. would violate the Intellectual Property Rights, such as and including copyrights and trade secrets, of another person, entity, service, product, or website;
      3. would violate (a) the Terms, or (b) the terms of service of another website or any similar contractual obligations;
      4. regard the creation, publication, distribution of “fake news”, “hoax news” or similar false content purposefully intended to mislead readers for financial or other gain;
      5. regard or promote in any way any escort services, prostitution, or sexual acts;
      6. fraudulent or misleading uses or content, including: fraudulently billing or attempting to fraudulently bill any Customer, including by (i) falsifying or manipulating or attempting to falsify or manipulate records; (ii) misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own; (iii) using a profile photo that misrepresents your identity or represents you as someone else; (iv) impersonating any person or entity, including, but not limited to, a Classhub representative, forum leader, or falsely stating or otherwise misrepresenting your affiliation with a person or entity; (v) falsely stating or implying a relationship with another Customer; (vi) falsely attributing statements to any Classhub representative, forum leader, guide or host; (vii) falsely stating or implying a relationship with Classhub or with another company with whom you do not have a relationship; or (viii) allowing another person to use your account, which is misleading to other Customers;
      7. posting Personal Data concerning another person without a valid legal basis to do so under Data Protection Legislation, or collecting or harvesting any Personal Data, including Account names, from the Site;
      8. spamming other Customers with proposals or invitations or posting the product/service multiple times so that more than one version remains active at a given time;
      9. making or demanding bribes or other payments without the intention of providing products/services in exchange for the payment;
      10. requesting or demanding free products/services;
      11. attempting to or actually manipulating or misusing the feedback system, including by: (i) withholding payment or engaging in any other conduct for the purpose of obtaining positive feedback from another Customer; (ii) attempting to coerce another Customer by threatening to give negative feedback; (iii) expressing views unrelated to the product/service, such as political, religious, or social commentary, in the feedback system; or (iv) offering services for the sole purpose of obtaining positive feedback of any kind;
      12. duplicating or sharing accounts;
      13. selling, trading, or giving an account to another person without Classhub’s consent;
      14. conduct or actions that could jeopardize the integrity of or circumvent the Site, Site Services or Classhub's proprietary information, including: (i) interfering or attempting to interfere with the proper operation of the Site or Site Services or any activities conducted on the Site; (ii) bypassing any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (iii) attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (iv) using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission, or (v) attempting to or interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the Site;
      15. attempting to or imposing an unreasonable or disproportionately large load (as determined in Classhub’s sole discretion) on the Site’s infrastructure;
      16. introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any software, firmware, hardware, computer system, or network of Classhub or any third party;
      17. accessing or attempting to access the Site or Site Services by any means or technology other than the interface provided;
      18. framing or linking to the Site or Site Services except as permitted in writing by Classhub;
      19. attempting to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law or Classhub; or
      20. accessing or using the Site or Site Services to build a similar service or application, or publish any performance or any benchmark test or analysis relating to the Site.
  24. ENFORCEMENT
    1. We reserve the right, but do not assume the obligation, to investigate any potential violation of this Site Terms of Use and to remove, disable access to, or modify any content on the Site. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee that we will take action against all breaches of these Terms.
  25. REPORTING AND CORRECTING VIOLATIONS
    1. If you become aware of any violation of these Site Terms or Use, you must immediately report it to Classhub Customer Service. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Site Terms of Use.

      APPENDIX 3 - SAAS LICENCE TERMS

      Defined terms and expressions used herein shall have the meanings given to such terms and expressions in Clause 17 of the Terms.

      CONDITIONAL LICENSE.

    2. License Grant:
      Subject to your compliance with the terms and conditions of this Customer licence agreement (“Licence”), Classhub grants you a non-exclusive, non-transferable right to use the Classhub software contained in and used to operate the Site and Services (the “Software”), solely in connection with your use of the Site and Services.
    3. Restrictions on Use:
      You agree not to modify, display, adapt, translate, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software. You may not publish, redistribute, sublicense or sell the Software or any information or material associated with the Software. You may not rent, lease or otherwise transfer your rights to the Software. You may not use the Software in any manner that could damage, disable, overburden or impair the Site, nor may you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Site. You agree that you will use the Software for lawful purposes and only in compliance with all applicable laws, including but not limited to copyright and other Intellectual Property laws. In addition, you shall not perform, nor release the results of any testing of the Software to any third party without the prior written consent of Classhub. You also agree not to remove, obscure, or alter any copyright notice, trademarks or other proprietary rights notices contained within or accessed in conjunction with or through the Software.
    4. Intellectual Property Rights:
      The Software is licensed, not sold, to you for use pursuant to the terms of this Licence. All rights not expressly granted to you are reserved to Classhub or its licensors or third party providers. You acknowledge that Classhub or its licensors or third party providers own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Software, portions thereof, or any information or material provided through or in conjunction with the Software. Your rights to use the Software shall be limited to those expressly granted in this Clause 1. All rights not expressly granted to you are reserved by Classhub, its licensors or third party providers.
  26. DISCLAIMER OF WARRANTIES.
    1. “As Is”; No Warranty:
      THE SOFTWARE IS PROVIDED BY CLASSHUB AND ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS “AS IS,” WITH NO WARRANTIES WHATSOEVER. CLASSHUB EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. COMPUTER PROGRAMS ARE INHERENTLY COMPLEX, AND THE SOFTWARE MAY NOT BE FREE OF ERRORS. THE SOFTWARE IS PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. CLASSHUB DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SOFTWARE.
    2. Survival of Disclaimer:
      The provisions of this Clause 2 and of Clause 3 shall survive the termination of this Licence, but this shall not imply or create any continued right to use the Software after termination of this Licence.
  27. LIMITATION OF LIABILITY
    1. Consequential losses:
      IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL CLASSHUB, OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO ANY CUSTOMER ON ACCOUNT OF THAT CUSTOMER’S USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF CLASSHUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM THE PERFORMANCE OR MISPERFORMANCE OF THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
    2. Damages Cap:
      CLASSHUB’S TOTAL LIABILITY UNDER THIS LICENCE SHALL BE CAPPED IN ACCORDANCE WITH THE LIMITATION ON LIABILITY PROVISIONS IN CLAUSE 11 OF THE TERMS.
  28. INDEMNIFICATION
    1. To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Classhub and its subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any claim or demand made by any third party due to or arising directly or indirectly out of your conduct or in connection with your use of the Software or its features, any alleged violation of this Licence, or any alleged violation of any applicable law or regulation. Classhub reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, but doing so shall not excuse your indemnity obligations.
  29. NO NOTICE OF UPDATES
    1. Classhub reserves the right to modify or change this Licence from time to time without notice to you. The latest version will be available on the Site. Classhub also may update or modify the Software from time to time at its discretion. Your election to continue use of the Software, after the date of posting of these modifications to the Licence or to the Software constitutes acceptance of those modifications. If you do not agree with the modifications, do not use the Software.
  30. EXPORT CONTROLS
    1. You are responsible for complying with trade regulations and both foreign and domestic laws in respect of any permitted export of the Software by you.

      APPENDIX 4 – DATA PROCESSING TERMS

      Definitions

      In addition to the definitions in Clause 16 of the Terms (as applicable), the following definitions and rules of interpretation apply in this data processing agreement (the “Agreement”).

      Appropriate Technical and Organisational Measures: the appropriate technical and organisational measures referred to in Data Protection Legislation (including, as appropriate, the measures referred to in Article 32(1) of the GDPR).
      Authorised Person: the personnel authorised on Your behalf to provide instructions to Us in relation to the Processing, being the Account holder.
      Business Purpose: the provision of the Services.
      Controller: has the meaning given to such term in GDPR.
      Data: any data or information, in whatever form, including but not limited to images, still and moving, and sound recordings.
      Data Protection Legislation: means the Data Protection Acts 1988 to 2018, GDPR, and any other applicable law or regulation relating to the Processing of Personal Data and to privacy (including the E-Privacy Directive 2002/58/EC and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (“E-Privacy Regulations”), as such legislation shall be supplemented, amended, revised or replaced from time to time.
      Data Subject: an individual who is the subject of Personal Data (including any individual Customer).
      Delete: to remove or obliterate Personal Data such that it cannot be recovered or reconstructed.
      DPC: Data Protection Commission, Canal House, Station Road, Portarlington, Co. Laois, R32 AP23, Ireland.
      EEA: European Economic Area.
      GDPR: General Data Protection Regulation (EU) 2016/679.
      Classhub Required Data: has the meaning set out in Clause 2.1 below.
      Normal Business Hours: 9.00am to 5.00 pm in Ireland.
      Our System: any information technology system or systems owned or operated by Us to which Customer Uploaded Data is delivered, including the Site.
      Personal Data: has the meaning set out in GDPR and relates only to personal data, or any part of such personal data, in respect of which You are the Controller, and in respect of which We are the Processor.
      Personal Data Breach: means any “personal data breach” as defined in the GDPR in respect of the Personal Data which is caused by Us.
      Processor: has the meaning given to such term in GDPR.
      Processing: has the meaning given to such term in GDPR, and Processed and Process shall be interpreted accordingly.
      Representatives: a party’s employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Services.
      Restricted Transfer: any transfer of Personal Data to countries outside of the EEA which are not subject to an adequacy decision by the European Commission, where such transfer would be prohibited by Data Protection Legislation.
      Security Features: any security feature, including any encryption, pseudonymisation, key, PIN, password, token or smartcard.
      Services: has the meaning given to that term in the Terms.
      Specific Instructions: instructions meeting the criteria set out in Clause 3.1 of this Agreement.
      Standard Contractual Clauses: the contractual clauses dealing with the transfer of Personal Data outside the EEA, which have been approved by (i) the European Commission under Data Protection Legislation, or (ii) by the DPC or an equivalent competent authority under Data Protection Legislation.
      Sub-processor: has the meaning given to such term in Clause 12.1 of this Agreement.
      Us/We/Our: Classhub.
      Customer: the Account holder.
      Customer Uploaded Data: has the meaning set out in Clause 2.2 below.
      You/Your: the Customer.

  31. STATUS OF CLASSHUB
    1. You must register for an Account in order to use the Service. The registration process asks for: (i) basic information, such as Your name (including name prefix or title), Your title or position and Your relationship to a person; (ii) contact information, such as Your postal address, email address and phone number(s); (iii) financial information, such as payment-related information; (iv) technical and browser related information, such as information from Your visits to our Site or applications or in relation to materials and communications we send to You electronically; (v) (v) identification, location and background information provided by you; (vii) ‘know your customer’ anti-money laundering documentation such as copies of Your identification documents and utility bills as proof of address (this is a Stripe requirement in order to process payments relating to the Services); or (viii) any other information relating to You which You may provide to us. We do not collect any special categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data) or Personal Data relating to criminal convictions and offences. When you log into the Service, our servers automatically record information that your browser sends whenever you visit a website. These server logs may include information such as your web request, Internet Protocol address, browser type and settings, browser language location data, the address of the web page visited before using the Service, the date and time the Service was used, information about browser configuration and plugins, language preferences and one or more cookies that may uniquely identify your browser. When you send email or other communication to Classhub (other than in respect of Customer Uploaded Data included in support requests), we may retain those communications in order to process your inquiries, respond to your requests and improve our Service (any Personal Data that we collect from you for these purposes is hereinafter referred to together as “Classhub Required Data”). Classhub is a Controller in respect of Classhub Required Data. Further details in respect of our Processing of Classhub Required Data is set out in our Privacy and Cookies Policy.
    2. Classhub Required Data is separate from and should be distinguished from Customer Uploaded Data. “Customer Uploaded Data” is data (which may include Personal Data) uploaded by you or others through your Account/through your use of the Service or through your use of our online messaging service between you and Providers)] 6 , and may be any information, data or materials provided or utilized by you or others in connection with the Service, including, without limitation, Customer credentials, and any data contained in your or others’ websites, applications and/or any Personal Data [in relation to you or Class attendees or others] provided by you during a support request. Classhub is a Processor and You are the Controller in respect of Customer Uploaded Data. This Agreement deals with our Processing of Customer Uploaded Data (not Classhub Required Data) on Your behalf.
  32. SERVICES
    1. We shall not act on any specific instructions given by You from time to time in respect of Processing unless they are:
      1. in writing (including by electronic means); and
      2. given by an Authorised Person.
    2. We shall Process Customer Uploaded Data for the Business Purpose only and in compliance with Your instructions from time to time, which may be:
      1. Specific Instructions; or
      2. the general instructions set out in this Agreement or the Terms
      3. unless required to do otherwise by law, in which case, where legally permitted, We shall inform You of such legal requirement before Processing.
    3. The categories of Personal Data to be Processed pursuant to this Agreement shall include (but shall not be limited to any Personal Data uploaded by you to the Site. You agree to only upload Personal Data to the extent necessary to exchange information relating to Classes, and you further agree not to upload any special category Personal Data to the Site.
  33. PARTIES' OBLIGATIONS
    1. We shall:
      1. only make copies of the Customer Uploaded Data to the extent reasonably necessary for the Business Purpose; and
      2. not extract, reverse-engineer, re-utilise, use, exploit, redistribute, re-disseminate, copy or store Customer Uploaded Data other than for the Business Purpose, or for the purposes of improving our Service.
    2. We shall notify You in writing without delay of any situation or envisaged development that shall in any way change the ability of Us to Process Customer Uploaded Data as set out in this Agreement.
    3. In general, Customer Uploaded Data and any logs created by us relating to Customer Uploaded Data will be kept and stored for as long as is necessary in order for us to provide the Service to You, after which point it will then be automatically deleted by Us, unless it is generally used by Us after that for the purposes of improving our Service. Notwithstanding this, we shall, at Your cost and taking into account the nature of Our Processing of Personal Data, promptly comply with any written request from You requiring Us to amend, transfer or Delete any of Customer Uploaded Data in advance of the expiration of this period.
    4. At Your request and cost, We shall provide to You a copy of all Customer Uploaded Data held by Us in a commonly used format.
    5. At Your request and cost, taking into account the nature of Our Processing of the Customer Uploaded Data and the information available, We shall provide to You such information and such assistance as You may reasonably require, and within the timescales reasonably specified by You, to allow You to comply with Your obligations under Data Protection Legislation, including assisting You to:
      1. comply with Your own security obligations with respect to the Customer Uploaded Data;
      2. discharge Your obligations to respond to requests for exercising Data Subjects’ rights with respect to the Customer Uploaded Data;
      3. comply with Your obligations to inform Data Subjects about serious Personal Data Breaches;
      4. carry out data protection impact assessments and audit data protection impact assessment compliance with respect to the Customer Uploaded Data; and
    6. Any proposal by Us to in any way use or make available Customer Uploaded Data other than as provided for pursuant to this Agreement shall be subject to prior written approval of You.
    7. You acknowledge that We are under no duty to investigate the completeness, accuracy or sufficiency of (i) any instructions received from You, or (ii) any of Customer Uploaded Data.
    8. You shall:
      1. ensure that You are entitled to transfer Customer Uploaded Data to Us (including by uploading same to the Site) so that We may lawfully process and transfer (if applicable) Customer Uploaded Data in accordance with this Agreement;
      2. ensure that the relevant Data Subjects have been informed of, and have given their consent (when necessary) to, such use, processing, and transfer as required by Data Protection Legislation;
      3. notify Us in writing without delay of any situation or envisaged development that shall in any way influence, change or limit the ability of Us to process Customer Uploaded Data as set out in this Agreement;
      4. ensure that Customer Uploaded Data which You instruct Us to Process pursuant to this Agreement is:
        1. obtained lawfully, fairly and in a transparent manner in relation to the Data Subject (including in respect of how consent is obtained);
        2. collected and processed for specified, explicit and legitimate purposes, and not further processed in a manner incompatible with those purposes;
        3. adequate, relevant and limited to what is necessary in relation to the purposes for which it is processed;
        4. accurate, and where necessary kept up to date;
        5. erased or rectified without delay where it is inaccurate, having regard to the purposes for which they are processed;
        6. kept in a form which permits identification of Data Subjects for no longer than is necessary for the purposes for which the Personal Data are processed (subject to circumstances where Personal Data may be stored for longer periods insofar as it will be processed solely for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes, and subject to the implementation of Appropriate Technical and Organisational Measures);
        7. processed in a manner that ensures appropriate security of the Personal Data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using Appropriate Technical and Organisational Measures; and
        8. provide such information and such assistance to Us as We may reasonably require, and within the timescales reasonably specified by Us, to allow Us to comply with Our obligations under Data Protection Legislation.
      5. Customer Uploaded Data passed to Us for Processing shall not be kept by You for a period that is longer than necessary.
  34. OUR EMPLOYEES
    1. We shall take reasonable steps to ensure the reliability of all Our employees who have access to Customer Uploaded Data, and to ensure that such employees have committed themselves to a binding duty of confidentiality in respect of Customer Uploaded Data.
  35. RECORDS
    1. We shall keep at Our normal place of business records (including in electronic form) relating to all categories of Processing activities carried out on behalf of You, containing:
      1. the general description of the security measures taken in respect of the Customer Uploaded Data, including details of any Security Features and the Appropriate Technical and Organisational Measures;
      2. the name and contact details of Us; any sub-supplier; and where applicable Our representatives; and where applicable any Data Protection Officer appointed by Us;
      3. the categories of Processing by Us on behalf of You; and
      4. details of any non-EEA Personal Data transfers, and the safeguards in place in respect of such transfers.
  36. AUDITS
    1. Subject to Clause 7.2, 7.3 and 7.5, and to the extent required by Data Protection Legislation, You shall have the right to examine and review the use by Us of Customer Uploaded Data provided to Us by You only for the purpose of ascertaining that Customer Uploaded Data has been used and Processed in accordance with the terms of this Agreement.
    2. An audit under this Clause 7 shall be carried out on the following basis: (i) You must first contact Us by email asking for evidence of compliance with Our obligations under this Agreement, and We shall respond to such email within 30 Business Days; (ii) if We have not responded to Your email with a response which is reasonably satisfactory to You within such 30 Business Day period then, no more than once in any twelve (12) month period and during Normal Business Hours during the course of one Business Day You may audit Our Processing of Your Personal Data at a location agreed by Us. You shall bear the reasonable expenses incurred by Us in respect of any such audit and any such audit shall not interfere with the normal and efficient operation of Our business. We may require, as a condition of granting such access, that You (and representatives of You) enter into reasonable confidentiality undertakings with Us.
    3. The scope of any examination and review by You of the use by Us of the Personal Data shall be agreed in writing prior to the commencement of any such examination and review.
    4. In the event that the audit process determines that We are materially non-compliant with our obligations under this Agreement, You may, by notice in writing, deny further access to Your Customer Uploaded Data.
    5. To the extent permitted under Data Protection Legislation, We may demonstrate Our and, if applicable Our Sub-processors’, compliance with Our obligations under this Agreement through Our compliance with a certification scheme or code of conduct approved under Data Protection Legislation.
  37. DATA SUBJECT REQUESTS
    1. Taking into account the nature of Our Processing of the Customer Uploaded Data and at Your cost, We shall assist You by employing Appropriate Technical and Organisational Measures, insofar as this is possible, in respect of the fulfilment of Your obligations to respond to requests from a Data Subject exercising his/her rights under Data Protection Legislation in respect of Customer Uploaded Data.
    2. We shall, at Your cost, notify You as soon as reasonably practicable if We receive:
      1. a request from a Data Subject for access to that person’s Customer Uploaded Data (relating to the Services);
      2. any communication from a Data Subject (relating to the Services) seeking to exercise rights conferred on the Data Subject by Data Protection Legislation in respect of Customer Uploaded Data; or
      3. any complaint or any claim for compensation arising from or relating to the Processing of such Customer Uploaded Data.
    3. We shall not disclose the Customer Uploaded Data to any Data Subject or to a third party other than at the request of You, as provided for in this Agreement, or as required by law in which case We shall to the extent permitted by law inform You of that legal requirement before We disclose the Customer Uploaded Data to any Data Subject or third party.
    4. We shall not respond to any request from a Data Subject except on the documented instructions of You or as required by law, in which case We shall to the extent permitted by law inform You of that legal requirement before We respond to the request.
  38. SECURITY
    1. We shall, in accordance with Our requirements under Data Protection Legislation, implement Appropriate Technical and Organisational Measures to safeguard the Customer Uploaded Data from unauthorised or unlawful Processing or accidental loss, alteration, disclosure, destruction or damage, and that, having regard to the state of technological development and the cost of implementing any measures (and the nature, scope, context and purposes of Processing, as well as the risk to Data Subjects), such measures shall be proportionate and reasonable to ensure a level of security appropriate to the harm that might result from unauthorised or unlawful Processing or accidental loss, alteration, disclosure, destruction or damage and to the nature of the Personal Data to be protected.
    2. We shall ensure that Customer Uploaded Data provided by You can only be accessed by persons and systems that are authorised by Us and necessary to meet the Business Purpose, and that all equipment used by Us for the Processing of Customer Uploaded Data shall be maintained by Us in a physically secure environment.
    3. You shall make a back-up copy of Customer Uploaded Data as often as is reasonably necessary and record the copy on media from which Customer Uploaded Data can be reloaded in the event of any corruption or loss of Customer Uploaded Data.
  39. BREACH REPORTING
    1. We shall promptly inform You if any of Customer Uploaded Data is lost or destroyed or becomes damaged, corrupted, or unusable, or if there is any accidental, unauthorised or unlawful disclosure of or access to any of Customer Uploaded Data. In such case, We will use Our reasonable endeavours to restore Customer Uploaded Data at Your expense (save where the incident was caused by Our negligent act or omission, in which case it will be at Our expense), and will comply with all of Our obligations under Data Protection Legislation in this regard.
    2. We must inform You of any Personal Data Breaches, or any complaint, notice or communication in relation to a Personal Data Breach, without undue delay. Taking into account the nature of Our Processing of the Personal Data and the information available to Us and at Your cost, We will provide sufficient information and assist You in ensuring compliance with Your obligations in relation to notification of Personal Data Breaches (including the obligation to notify Personal Data Breaches to the DPC within seventy two (72) hours), and communication of Personal Data Breaches to Data Subjects where the breach is likely to result in a high risk to the rights of such Data Subjects. Taking into account the nature of Our Processing of the Personal Data and the information available to Us and at Your cost, We shall co-operate with You and take such reasonable commercial steps as are directed by You to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
  40. RESTRICTED TRANSFERS
    1. A Restricted Transfer may not be made by Us (other than transfers to our Affiliates and to any agents and contractors for the purposes of performing the Services, and You shall endeavour to obtain explicit consent from relevant Data Subjects in respect of such potential transfers) without the prior written consent of You (such consent not to be unreasonably withheld, delayed or conditioned), and if such consent has been obtained (or is unnecessary), such Restricted Transfer may only be made where there are appropriate safeguards in place with regard to the rights of Data Subjects (including but not limited to the Standard Contractual Clauses, Privacy Shield, binding corporate rules, or any other model clauses approved by the DPC).
    2. Subject to Clause 11.3, in the event of any Restricted Transfer by Us to a contracted Sub- processor, to any Affiliate of You or otherwise (“Data Importer") for which your consent has been obtained (or is unnecessary), We and You shall procure that (i) You (where the Restricted Transfer is being made at the request of You) or Us acting as agent for and on behalf of You (where the Restricted Transfer is being made at the request of Us), and (ii) the Data Importer, shall enter into the Standard Contractual Clauses in respect of such Restricted Transfer.
    3. Clauses 11.1 or 11.2 shall not apply to a Restricted Transfer if other compliance steps (which may include, but shall not be limited to, obtaining explicit consents from Data Subjects) have been taken to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Legislation.
  41. SUB-PROCESSORS
    1. You agree and acknowledge that We are generally authorised to have Customer Uploaded Data Processed by any of Our Affiliates and by any agents and contractors for the purpose of providing the Services (a “Sub-processor”). We will maintain a list of Sub-processors used by Us, which will be available to You on request by You, and which will contain details of current appointed Sub-processors and any intended changes concerning the addition or replacement of other Sub-Processors. If You object to such sub-processing arrangements, then You should confirm this to Us and, if You do so confirm, You acknowledge that You may no longer be able to avail of some or all of the Services.
    2. We must enter into a data processing contract with the Sub-processor which places the same data protection obligations on the Sub-processor as We have in this Agreement (in particular, providing sufficient guarantees to implement Appropriate Technical and Organisational Measures in such a manner that the Processing will meet the requirements of Data Protection Legislation).
    3. With respect to each Sub-processor, We shall, before the Sub-processor first Processes Your Data, ensure that the Sub-processor is capable of providing the level of protection for Your Data required by this Agreement.
    4. We will remain fully liable to You in respect of any failure by the Sub-processor to fulfil its data protection obligations in this regard.
  42. WARRANTIES AND UNDERTAKINGS
    1. You hereby warrant and undertake that:
      1. You have complied with and shall comply with Your obligations under Data Protection Legislation;
      2. You have the right to transfer Customer Uploaded Data to Us in accordance with the terms of this Agreement;
      3. Your instructions that are set out in this Agreement accurately reflect the instructions of the Controller to the extent that We are a Processor on behalf of the Controller;
      4. You shall and shall cause, appropriate notices to be provided to, and valid consents to be obtained from (when necessary), Data Subjects, in each case that are necessary for Us to Process (and have Processed by Sub-processors) Personal Data under or in connection with this Agreement, including Processing outside the EEA on the basis of any of the legal conditions for such transfer and Processing set out in Clause 11 above;
      5. You shall not, by act or omission, cause Us to violate any Data Protection Legislation, notices provided to, or consents obtained from, Data Subjects as a result of Our or Our Sub-processors’ Processing the Personal Data; and
      6. notwithstanding anything contained in this Agreement, You shall pay in immediately available funds Our costs incurred or likely to be incurred, at Our option in advance under this Agreement (where matters are to be at Your cost).
  43. INDEMNITY
    1. You (the “Indemnifying Party”) agree to indemnify and keep indemnified and defend at Your own expense Us, our Affiliates, and our respective directors, officers, employees, representatives, and agents (the “Indemnified Party”) against all costs, claims, damages or expenses incurred by the Indemnified Party or for which the Indemnified Party may become liable due to any failure by the Indemnifying Party or its employees or agents to comply with any of its obligations under this Agreement or any breach of warranty in this Agreement, and/or under Data Protection Legislation.
  44. LIMITATION OF LIABILITY
    1. Unless required to do so by the DPC or any other competent supervisory authority, We shall not make any payment or any offer of payment to any Data Subject in response to any complaint or any claim for compensation arising from or relating to the Processing of Customer Uploaded Data, without the prior written agreement of You.
    2. You acknowledge and agree that We are reliant on You for direction as to the extent to which We are entitled to use and process Customer Uploaded Data. Consequently, We will not be liable to you for any claim brought by a Data Subject or any regulatory fine/order arising from any action or omission by Us, to the extent that such action or omission resulted directly from Your instructions and/or the transactions contemplated by this Agreement.
    3. This Clause 15 is intended to apply to the allocation of liability for losses relating to Data Protection Legislation as between the Customers, including with respect to compensation to Data Subjects, notwithstanding any provisions under Data Protection Legislation to the contrary, except:
      1. to the extent not permitted by applicable law (including Data Protection Legislation); and
      2. that it does not affect the liability of either Party to any Data Subject.
  45. CONSEQUENCES OF TERMINATION ON CUSTOMER UPLOADED DATA
    1. Upon termination or expiry of the Terms, at the choice of You, We shall Delete or return all Customer Uploaded Data to You and Delete existing copies of Customer Uploaded Data, unless legally required/entitled to store Customer Uploaded Data for a period of time. If You make no such election within a ten (10) day period of termination or expiry of this Agreement, We may Delete any of Customer Uploaded Data in our possession or we may retain it for the purposes of improving our Service; and if You elect for destruction rather than return of Customer Uploaded Data, We shall as soon as reasonably practicable ensure that all Customer Uploaded Data is Deleted from Our System, unless legally required/entitled to store Your Data for a period of time.

      APPENDIX 5 – CODE OF ETHICS