TERMS OF SERVICE AGREEMENT

Last Update : February 7, 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 leasing services from an authorized user of Company’s Services. Additionally, the Company Services allows Patrons to pledge their support for individual Student/Users. 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.

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

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

1.5.      "Ad Materials" means the proprietary creative materials of a Sponsor that are distributed to you by Class Cash to facilitate your provision of Device Leasing Services including stickers, product/service descriptions, graphic images, logos, etc.

1.6.      "CompanyServices" means the services by which the Company fulfills Requests for advertising and provides you with the Ad Materials and/or the services by which the Company facilitates pairing the Student/Users with Sponsors and  Patrons.

1.7.      "CompanySoftware" means the software, websites, payment services by which the Company Services are performed. This includes all related support services systems, as may be updated or modified from time to time.

1.8       "Patron" means a user that pledges to support a Student/User financially through the Cash Class platform.

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.  Through the Company Services, you will be able to view Sponsor Requests for Device Leasing. If you accept a Sponsor’s request for Device Leasing Services, the Company Services 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 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.

2.3.      Provision of Payment Services. Through the Company Services, You will be able to send money to or request money from other users. Patrons will have to confirm any charges or charge requests before the money is dispersed. If a user does not accept the money sent by a Patron within 30 days of the date it is sent, the payment will be cancelled and any money will be sent back to the Patron. The Company may assess a fee to send money. Information related to the fees assessed for sending and/or receiving money can be found in the Company's User Fee Policy. Fees may change from time to time in the Company's sole discretion.

2.4       Your Relationship With Sponsors. You acknowledge and agree that your provision of Device Leasing Services to Sponsors creates a direct business relationship between you and the Sponsor. Company is not responsible or liable for the actions or inactions of an Sponsor in relation to you, your activities, or Your Device. You shall have the sole responsibility for any obligations or liabilities to Sponsors or third parties that arise from your provision of Device Leasing Services. You acknowledge and agree that 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) regarding any acts or omissions of a Sponsor or third party. You acknowledge and agree that Company may release your personal information (including, but not limited to, age, sex, and ethnicity) to an Sponsor upon such Sponsor’s reasonable request. You acknowledge and agree that, unless specifically consented to by a Sponsor, you may not simultaneously display any other materials on Your Device during the performance of Device Leasing Services for such Sponsor. You acknowledge and agree that you will perform the Device Leasing Service for a Sponsor in accordance with the Request for, as directed by the applicable Sponsor.

2.5.      Your Relationship With Company. You acknowledge and agree that Company’s provision to you of the Company Services creates a direct business relationship between Company and you. Company does 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, 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, via the Company Services, to attempt to accept, decline, or ignore a Sponsor’s Request for Device Leasing 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 any of its affiliates, your act or omission that causes harm to Company’s or its affiliates’ brand, reputation, or business as determined by Company in its sole discretion.

2.6.      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.

2.7.      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; and (b) the approximate location of Your Device may be displayed to the Sponsor before and during the provision of Device Leasing Services 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.

2.8.      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.

2.9.      Other Rules and Regulations. Company and its affiliates do not guarantee that Company Services, Device Leasing 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. DEVICE LEASING FINANCIAL TERMS.

3.1.      Your Rate. 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 that 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. 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. You acknowledge and agree that you are prohibited from earning over $599 dollars from any single Sponsor annually.

3.2.      Fee Adjustment. Company reserves the right to adjust or cancel the fee for a particular instance of Device Leasing 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 required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Device Leasing 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.

4. OWNERSHIP. The Company Services, 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, Ad Materials, Company Software, or the data associated therewith, conveys or grants to you any rights in or related to the Company Services, 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, its 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 and/or the Company Services, you expressly consent to such use of personal data.

7. 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 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 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 WHO MAY REQUEST OR RECEIVE DEVICE LEASING SERVICES FROM YOU. 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 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, 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, 2.4, 2.5, 3.4, 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; and (b) no joint venture, partnership, or agency relationship exists between Company and you. You have no authority to bind Company or its 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, 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 Serviccoes 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 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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