Terms of Service Agreement

TERMS OF SERVICE AGREEMENT 

Last Update : September 3, 2023 

This TERMS OF SERVICE AGREEMENT ("Agreement") constitutes a legal agreement  between you, an individual ("you" or "user") and Class Cash, LLC ("Company" or "Clash  Cash"). Company helps students earn money through lead generation, advertising, marketing,  and related services that enable independent contractors to seek, receive and fulfill on-demand  requests for leasing space on these independent contractors’ mobile devices. The Company  Services allow an authorized student independent contractor ("Student/User") to seek, receive  and fulfill requests for Device Leasing Services and/or Additional Services from an authorized  user of Company’s Services. You desire to enter into this Agreement for the purpose of  accessing and using the Company's Services. 

In order to use the Company Services or otherwise access the Clash Cash Platform,  website, and related technology you must agree to the terms and conditions that are set forth  below in addition to the other policies we post. Upon your execution (electronic or otherwise) of  this Agreement you and Company shall be bound by the terms and conditions set forth herein. 

1. DEFINITIONS. 

1.1. "Your Device" means a laptop or mobile smartphone owned or controlled by  you. 

1.2. "Request" means on-demand request to lease space on Your Device for  advertising and/or Additional Services. 

1.3. "Device Leasing Services" means your provision of leasing services to Class  Cash and advertising services for Sponsors using Your Device. 

1.4. “Additional Services” means your performance of services such as posting on  social media in addition to Devise Leasing Services as set forth in the Request. 

1.5. "Sponsor" means an entity who has obtained access to Company's Services and  seeks your Device Leasing Services and/or Additional Services.  

1.6. “Student User” means a student that, through the Class Cash Platform, is  available to receive and fulfill Requests for displays of Ad Materials and/or Additional Services. The Student User is an independent contractor of Class Cash.  

1.7. “Ad Materials” means the stickers and the unique QR Code provided by Class  Cash (“Stickers”) that are distributed to Student Users by Class Cash to display in  areas of the Student User’s campus; Creative materials of Sponsor, including but  not limited to, graphic images, texts, fonts included on the Stickers; Creative  materials of Sponsor distributed to Student Users by Class Cash, including but not  limited to, product/service descriptions, giveaways and logos. 

1.8. “Class Cash Platform” means the proprietary hosted software, websites and  applications that are accessed by Student Users hereunder and related support  services systems, as may be updated or modified from time to time. 

1.9. “Company Services” means use of the Class Cash Platform that (i) allows the  placement of Ad Materials on the leased physical space of Student Users’ laptops or other mobile devices; (ii) allows the logging and tracking of Student Users’  earning sessions; (iii) allows automated weekly payments to Student Users for the  display of Ad Materials on their open laptops in a specific area on campus at a  specific time of day; (iv) allows automated payments to Student Users for  Additional Services; (v) allows the Student User to share with others the QR Code  by which special offers from the Sponsor can be received. 

2.0. "Company Software" means the software, websites, payment services by which  the Company Services are performed. This includes all related support services.  

2. USE OF THE COMPANY SERVICES. 

2.1. Your Account. In order to use most aspects of the Company Services, you must  register for and maintain an active account ("Account"). You must be at least 18  years of age, or the age of legal majority in your jurisdiction (if different than 18),  to obtain an Account. Account registration requires you to submit to Company  certain personal information, such as your name, address, mobile phone number,  age, identification of college or university, and verified college/university e-mail,  major, and personal email where applicable. You agree to maintain accurate,  complete, and up-to-date information in your Account. Your failure to maintain  accurate, complete, and up-to-date Account information may result in your  inability to access or use the Company Services. You are responsible for all  activity that occurs under your Account, and you agree to maintain the security  and secrecy of your Account username and password at all times. Unless  otherwise permitted by the Company in writing, you may only possess one  Account. 

2.2. Provision of Device Leasing Services and Additional Services. Through the  Company Services you will be able to view Requests for Device Leasing Services  and Additional Services. If you accept a Request for Device Leasing Services and Additional Service, the Company will provide you with certain Sponsor  information, including the Sponsor's name, Ad Materials, and any further Sponsor  instructions. This information may be made available to you instantly over the  internet but otherwise this information and Ad Materials will be provided to you  in person by a Class Cash representative or shipped to you. You agree to only use  the Ad Materials for the purposes of providing Device Leasing Services. You  acknowledge and agree that, outside of the Ad Materials, you shall provide all  necessary equipment, tools and other materials, at your own expense, necessary to  perform Device Leasing Services and Additional Services. 

2.3. Your Relationship with Company with Respect to Devise Leasing Services and Additional Services. You acknowledge and agree that in the provision of  Device Leasing Services and/or Additional Services, you are solely responsible  for taking such precautions as may be reasonable and proper (including  maintaining Your Device and ensuring that Ad Materials comply with federal and  state laws and any University rules or regulations). Unless otherwise prohibited  by law, you acknowledge and agree that Company may release your personal information (including, but not limited to, age, sex, and ethnicity) to a Sponsor  upon such Sponsor’s reasonable request. You acknowledge and agree that, unless  specifically consented to by Class Cash, you may not simultaneously display any  other materials on Your Device during the performance of Device Leasing  Services for Class Cash. You acknowledge and agree that you will perform the  Device Leasing Service and Additional Services in accordance with the Request. 

2.4. Your Relationship with Company as Independent Contractor. You  acknowledge and agree that Class Cash’s provision to you of the Company  Services does not create an employment relationship between you and Class Cash  nor between you and the Sponsor. Class Cash and the Sponsor do not, and shall  not be deemed to, direct or control you generally or in your performance under  this Agreement specifically, including in connection with your provision of  Device Leasing Services and/or Additional Services, your acts, or omissions, or  your operation and maintenance of Your Device. You retain the sole right to  determine when, where, and for how long you will utilize the Company  Services. You retain the option to accept, decline, or ignore a Request for Device  Leasing Services and/or Additional Services via the Company Services. You  acknowledge and agree that you have complete discretion to provide services or  otherwise engage in other business or employment activities. Company retains the  right to deactivate or otherwise restrict you from accessing or using the Company  Services in the event of a violation or alleged violation of this Agreement, your  disparagement of Company, or Sponsor, or any of its/their affiliates, your act or  omission that causes harm to Company’s or Sponsor’s or its/their affiliates’ brand,  reputation, or business as determined by Company in its sole discretion. 

2.5. Your Device. You agree that you alone are responsible for the acquisition, cost,  and maintenance of Your Devices as well as any necessary wireless data plan.  The Company makes no representations or warranties that the Ad Materials or  Company Services are free of defects that may be harmful to Your Device. The  Company shall not be responsible for any damages or loss that may result from  the Ad Materials or Company Services. Company hereby grants you a personal,  non-exclusive, non-transferable license to use/install the Company Software and  Company Services on Your Device solely for the purpose of providing Device  Leasing Services. You agree to not provide, distribute, or share, or enable the  provision, distribution or sharing of, the Company Software with any third party.  The foregoing license grant shall immediately terminate and you will delete and  fully remove the Company Software from the Your Device in the event that you  cease to provide Device Leasing Services using Your Device or in the event that  you cease using the Company Services for payments. You agree that: (i) use of  the Company Software on Your Device requires internet access, which data plan  will be provided by you at your own expense; and (ii) use of the Company  Software on Your Device as an interface with the Company Services may  consume very large amounts of data through the data plan. COMPANY SHALL  NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR  OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.


2.6. Location Based Services. You acknowledge and agree that your geo-location  information may be provided to the Company Software in order to provide Device  Leasing Services. You acknowledge and agree that: (a) your geo-location  information may be obtained by the Company Software during the provision of  Device Leasing Services/Additional Services; and (b) the approximate location of  Your Device may be displayed to the Sponsor before and during the provision of  Device Leasing Service/Additional Service to such Sponsor. In addition,  Company and its affiliates may monitor, track, and share with third parties your  geo-location information obtained by the Company Software and Your Device. 

2.7. Restrictions On Use. You shall not, and shall not allow any other party to: (a)  license, sublicense, sell, resell, transfer, assign, distribute, or otherwise provide or  make available to any other party the Company Services or Company Software in  any way; (b) modify or make derivative works based upon the Company Services  or Company Software; (c) improperly use the Company Services or Company  Software, including creating Internet “links” to any part of the Company  Software, “framing” or “mirroring” any part of the Company Software on any  other websites or systems, or “scraping” or otherwise improperly obtaining data  from the Company Software; (d) reverse engineer, decompile, modify, or  disassemble the Company Software, except as allowed under applicable law; or  (e) send spam or otherwise duplicative or unsolicited messages. In addition, you  shall not, and shall not allow any other party to, access or use the Company  Services or Company Software to: (i) design or develop a competitive or  substantially similar product or service; (ii) copy or extract any features,  functionality, or content thereof; (iii) launch or cause to be launched on or in  connection with the Company Software an automated program or script, including  web spiders, crawlers, robots, indexers, bots, viruses, or worms, or any program  which may make multiple server requests per second, or unduly burden or hinder  the operation and/or performance of the Company Software; or (iv) attempt to  gain unauthorized access to the Company Software or its related systems or  networks. 

2.8. Other Rules and Regulations. Company and its affiliates do not guarantee that  Company Services, Device Leasing Services, Additional Services, and/or your  use of the Class Cass Software, will be consistent or compliant with the rules,  regulations, or bylaws of any third party institution or body, including the  National Collegiate Athletic Association (“NCAA”). You acknowledge and agree  that you are solely responsible for compliance with such rules, regulations, or  bylaws, including those with respect to athlete eligibility. 

3. FINANCIAL TERMS.  

3.1. Your Rate.  

A. Devise Leasing Services: Upon acceptance, each Request provides for  either receipt of a fixed fee or your fee rate for the Device Leasing Services. You acknowledge and agree the fixed fee or fee rate provided for in the Request is the  only payment you will receive in connection with the provision of Device Leasing  Services. You acknowledge and agree you will not receive and are not entitled to  any fringe benefits. Unless otherwise required by law, Company reserves the right  to change your fee rate at any time in Company’s discretion based upon local  market factors. The Company will provide you with notice in the event of any  such change. Your continued use of the of the Company Services after any such  change in the rate shall constitute your consent to such change.  

B. Additional Services: Upon acceptance, each Request for Additional Services provides for either receipt of a fixed fee or your fee rate for the  Additional Services. You acknowledge and agree that fixed fee or fee rate  provided in the Request is the only payment you will receive in connection with  the performance of Additional Services. You acknowledge and agree you will not  receive and are not entitled to any fringe benefits. You acknowledge and agree 

you will not perform Additional Services for more hours per week than the  amount of time set forth in the Request. Unless otherwise required by law,  Company reserves the right to change your fee rate at any time in Company’s  discretion based upon local market factors. The Company will provide you with  notice in the event of any such change. Your continued use of the of the Company  Services after any such change in the rate shall constitute your consent to such  change. 

C. Prohibition from earning over $599 annually: Unless otherwise  permitted by the Company in writing, you acknowledge and agree that you are  prohibited from earning over $599.00 annually for any and all services. Nothing  in this Agreement, nor this Paragraph 3C shall be construed to mean you are  guaranteed to earn $599.00 annually. 

3.2. Fee Adjustment. Company reserves the right to adjust or cancel the fee for a  particular instance of Device Leasing Services and/or Additional Services in the  event of a Company Software error, fraud on your part, or otherwise where it is  determined that you have not earned the fee given. Company’s decision to reduce  or cancel the fee in any such manner shall be exercised in a reasonable manner. 

3.3. Taxes. You acknowledge and agree that you are not an employee of Class  Cash or the Sponsor(s), and therefore, you are required to: (a) complete all  tax registration obligations and calculate and remit all tax liabilities related  to your provision of Device Leasing Services and Additional Services as  required by applicable law; and (b) provide Company with all relevant tax  information. You further acknowledge and agree that you are responsible for  taxes on your own income arising from the performance of Device Leasing  Services and Additional Services.  

4. OWNERSHIP. The Company Services, Class Cash Platform, Company  Software, Ad Materials, and all data associated therewith, including all intellectual property  rights therein, are and shall remain the property of Company, its affiliates or their respective  licensors. Neither this Agreement nor your use of the Company Services, Class Cash Platform, Ad Materials, Company Software, or the data associated therewith, conveys or grants to you any  rights in or related to the Company Services, Class Cash Platform, Company Software and all  data associated therewith, except for the limited license granted above. Other than as specifically  permitted by the Company in connection with the Company Services, you are not permitted to  use or reference in any manner Company’s, Sponsor’s, its/their affiliates’, or their respective  licensors’ company names, logos, products, and service names, trademarks, service marks, trade  dress, copyrights, or other indicia of ownership, alone and in combination with other letters,  punctuation, words, symbols and/or designs for any commercial purposes. You agree that you  will not try to register or otherwise use and/or claim ownership in any of the Company  trademarks and names, alone or in combination with other letters, punctuation, words, symbols,  and/or designs, or in any confusingly similar mark, name or title, for any goods and services. 

5. CONFIDENTIALITY. You understand that you may be exposed to Company  confidential information which includes information regarding existing or contemplated  products, processes, techniques, or know-how, any information or data developed pursuant to the  performance of the Company Services, and all information and materials relating to Company's  business which are not generally available to the public ("Confidential Information"). You agree  to protect such Confidential Information and copies thereof in a manner consistent with their  confidential character. Confidential Information shall not include any information to the extent  it: (a) is or becomes part of the public domain through no act or omission on your part; (b) was in  your possession prior to the date of this Agreement without an obligation of confidentiality; (c) is  disclosed to you by a third party having no obligation of confidentiality with respect thereto; or  (d) is required to be disclosed pursuant to law, court order, subpoena, or governmental authority,  provided you promptly notify the Company thereof and the Company is afforded a reasonable  opportunity to contest or limit such required disclosure. 

6. PRIVACY. Please see our Privacy Policy for information regarding the  collection and use of information in performing the Company Services as well as operating the  Company website, www.classcash.io, which is hereby incorporated by reference in its entirety.  Company and its affiliates may collect your personal data during the course of your application  for, and use of, the Company Services, or may obtain information about you from third parties.  Such information may be stored, processed, transferred, and accessed by Company and its  affiliates, third parties, Sponsors, and service providers for business purposes, including for  marketing, lead generation, service development and improvement, analytics, industry, and  market research, and such other purposes consistent with Company’s and its affiliates’ legitimate  business needs. By using the Cash Class application, Class Cash Platform, and/or the Company  Services, you expressly consent to such use of personal data. 

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS. 

7.1. You hereby represent and warrant that: (a) you have full power and authority to  enter into this Agreement and perform your obligations hereunder; (b) you have  not entered into, and during the term will not enter into, any agreement that would  prevent you from complying with this Agreement; and (c) you will comply with  all applicable laws, rules, and regulations, in your performance of this Agreement,  including holding and complying with all permits, licenses, registrations, and  other governmental and institutional authorizations necessary to provide Devices 

Leasing Services and Additional Services using the Your Device pursuant to this  Agreement. 

7.2. Disclaimer Of Warranties and Limitation Of Liability. COMPANY AND ITS  AFFILIATES PROVIDE, AND YOU ACCEPT, THE COMPANY SERVICES,  CLASS CASH PLATFORM, AND COMPANY SOFTWARE ON AN "AS IS"  AND "AS AVAILABLE" BASIS. COMPANY AND ITS AFFILIATES DO  NOT REPRESENT, WARRANT, OR GUARANTEE THAT YOUR ACCESS  TO OR USE OF THE COMPANY SERVICES OR THE COMPANY  SOFTWARE: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B)  WILL RESULT IN ANY REQUESTS. COMPANY AND ITS AFFILIATES’  FUNCTION AS AN ON-DEMAND LEAD GENERATION AND RELATED  SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES, OR  GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE  SPONSORS. COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM  ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY SPONSOR  OR OTHER THIRD PARTY. COMPANY AND ITS AFFILIATES SHALL  NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY  OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT, OR  ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED  OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL,  PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER  INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY  THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF  DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE, OR OTHER  ECONOMIC ADVANTAGE INCLUDING LOSS OF SCHOLARSHIP FUNDS  OR NCAA ELIGIBILITY. EXCEPT FOR COMPANY’S OBLIGATIONS TO  PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 3 ABOVE, BUT  SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED  IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO  EVENT SHALL THE LIABILITY OF COMPANY OR ITS AFFILIATES  UNDER THIS AGREEMENT EXCEED THE GREATER OF ONE  THOUSAND DOLLARS ($1,000) OR THE FEES ACTUALLY PAID OR DUE  TO YOU HEREUNDER IN THE (6) MONTH PERIOD IMMEDIATELY  PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. 

7.3. Indemnification. You shall indemnify, defend (at Company’s option), and hold  harmless Company, related Sponsors, and their respective affiliates and their  respective officers, directors, employees, agents, successors, and assigns from and  against any and all liabilities, expenses (including legal fees), damages, penalties,  fines, social security contributions, and taxes arising out of or related to: (a) your  breach of your representations, warranties, or obligations under this Agreement;  or (b) a claim by a third party (including Sponsors, regulators and governmental  authorities) directly or indirectly related to your provision of Device Leasing  Services, Additional Services, or use of the Company Services.


8. TERM. This Agreement shall commence on the date accepted by you and shall  continue until terminated as set forth herein. 

Either party may terminate this Agreement: (a) without cause at any time upon seven (7)  days prior written notice to the other party; (b) immediately, without notice, for the other party’s  material breach of this Agreement; or (c) immediately, without notice, in the event of the  insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of  request for suspension of payment (or similar action or event) against the terminating party. In  addition, Company may terminate this Agreement or revoke your access and license to use the  Company Services and Company Software immediately, without notice, with respect to you in  the event you no longer qualify, under applicable law or the standards and policies of Company,  Sponsors, and their respective affiliates, to provide Device Leasing Services, Additional  Services, or as otherwise set forth in this Agreement. Upon termination of the Agreement, you  shall: (a) promptly return or destroy (at Company's sole discretion) all Company data or Ad  Materials; and (b) cease all use of the Company Services and the Company Software.  Outstanding payment obligations and Sections 1, 2.3, 2.4, 3, 4, 5, 6, 7, 9 shall survive the  termination of the Agreement. 

9. RELATIONSHIP OF THE PARTIES. Except as otherwise expressly  provided herein with respect to Company acting as the limited payment collection agent solely  for the purpose of collecting payment from Sponsors on your behalf, the relationship between the  parties under this Agreement is solely that of independent contracting parties. The parties  expressly agree that: (a) this Agreement is not an employment agreement nor does it create an  employment relationship between Company and you, or between Sponsor and you; and (b) no  joint venture, partnership, or agency relationship exists between Company and you or between  Sponsor and you. You have no authority to bind Company or Sponsor or its or their affiliates and  you undertake not to hold yourself out as an employee, agent, or authorized representative of  Company, Sponsors, and their respective affiliates. Where, by implication of mandatory law or  otherwise, you may be deemed an agent or representative of Company or Sponsor, you undertake  and agree to indemnify, defend (at Company’s option), and hold Company, Sponsors, and their  respective affiliates harmless from and against any claims by any person or entity based on such  implied agency or representative relationship. 

10. MISCELLANEOUS. This Agreement, constitutes the entire agreement  between the parties and supersedes all prior agreements or understandings between the parties  whether written or oral. In the event Company modifies the terms and conditions of this  Agreement at any time, such modifications shall be binding on you only upon your acceptance of  the modified Agreement. Company reserves the right to modify any information referenced at  hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by  using the Company Services or Class Cash Platform, or using the Company Software, you are  bound by any future amendments and additions to information referenced at hyperlinks herein, or  documents incorporated herein. Continued use of the Company Services, Class Cash Platform,  or Company Software after any such changes shall constitute your consent to such changes.  Company may assign this Agreement to a subsidiary or business successor. You may not assign  this Agreement without the prior written consent of Company, which shall not be unreasonably  withheld. Any notice delivered by Company to you under this Agreement will be delivered by  email to the email address associated with your account or by posting on the portal available to you through the Company Services. Any notice delivered by you to Company under this  Agreement will be delivered by contacting Company at [email protected]. Additional  Territory-specific notices may be required from time to time. Notice will be effective upon  receipt. In the event of a dispute, this Agreement will be interpreted, construed, and enforced in  all respects in accordance with the laws and venue of the state of Delaware. The Cash Class  application and Company Services are controlled and operated from the United States, and we  make no representations that they are appropriate or available for use in other locations. 

No failure of either party to enforce any of its rights under this Agreement will act as a  waiver of such rights unless this Agreement specifically provides otherwise. If one or more  provisions of this Agreement are held to be unenforceable under applicable law, then such  provision(s) shall be excluded from this Agreement and the rest of the Agreement shall be  enforceable in accordance with its terms. No waiver by either party of any breach of any  provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any  other provision. No term or condition other than those set forth in this Agreement shall be  binding on Company unless in writing signed by duly authorized representatives of the parties.  This Agreement constitutes the entire agreement between the parties concerning the subject  matter hereof and supersedes all prior and contemporaneous agreements and communications,  whether oral or written, between the parties relating to the subject matter hereof, and all past  courses of dealing or industry custom. 

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