1. INTRODUCTION
These Terms of Use, as may be amended from time to time, together with any documents, policies, or
terms they incorporate by reference (collectively, these “Terms of Use”), are entered into by and between you and ClayDesk, LLC, a Virginia limited liability company (“ClayDesk”, “we”, or “us”). For purposes of these Terms of Use, “you” includes, individually and
collectively, you (the user or Customer) and any individual, affiliate, or Business User that is visiting, viewing, using, or accessing the Site under your Plan. To the extent that you have entered into an enterprise license agreement, master sales order, master services agreement, or other written agreement fully executed and signed by an authorized representative of ClayDesk
that contains terms that directly conflict with any terms of these Terms of Use, then the conflicted terms set forth in such other agreement will control. You acknowledge and agree that by (i) visiting, viewing, using, or accessing the Site, (ii) clicking “Agree”, “Purchase”, “Submit”, or similar links, or (iii) signing or confirming a Sales Order or other agreement incorporating these Terms of Use, that you have read, understand, and agree to be bound by these Terms of Use, irrespective of whether you are a guest or a registered user of the Site. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU MAY NOT ACCESS OR USE THE SITE. CLAYDESK’S ALLOWANCE OF YOUR USE AND ACCESS TO THE SITE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE, TO THE EXCLUSION OF ALL OTHER TERMS.
2. PRIVACY POLICY
Your privacy is important to us, and we are committed to protecting your personal information. Any personal information submitted in connection with your use of the Site is subject to our privacy policy found below (the “Privacy Policy”), which is hereby incorporated by this reference. We will use information about you that we obtain either directly from you or that we obtain by nature of your use of the Site in accordance with our Privacy Policy solely in furtherance of providing you and improving the Site.
3. SITE ACCESS AND ACCOUNT REGISTRATION
To access the Site, you may be asked to provide certain account information and other details. This account information helps us to create and maintain a ClayDesk account for you, which is necessary for providing you the content, customer service, and network management that comes with the Site; as such, it is a condition of your use of the Site that all account information you provide is correct, current, and complete. You agree that all account information you provide is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy. With regard to your username, password, any other piece of information you provide to us as part of our security procedures (collectively, “Account Information”), you agree to treat such Account Information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account Information is personal to you, and you agree not to provide any other person with access to the Site using your Account Information. You agree to notify us immediately (support@ClayDesk.com) of any unauthorized access to or use of your Account Information or any other breach of security that you become aware of. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your Account Information or other personal information. Except as provided herein, you may not transfer your Account Information to any other person and you may not use anyone else’s Account Information or account at any time. In cases where you have nevertheless authorized or registered another person to use your account or Plan, or where you have acted negligently in safeguarding your Account Information as set forth above, you agree you are fully responsible for (i) the acts and omissions of such person accessing the Site with your Account Information, (ii) controlling the person’s access to and use of the Site, and (iii) the consequences of any use or misuse by such person.
4. CLAYDESK SUBSCRIPTION PLANS
(a) Plan Scope. The scope, features, and price of your access to the Site is determined by the subscription plan and account type you register for, purchase, order, renew, or change into (each, a “Plan”)—to review the scope, features, and price associated with ClayDesk’s Plans, please visit http://www.ClayDesk.com/ (the “Plans Page”). Whether such registration, purchase, order, renewal, or change happens through the Site’s checkout or account settings functionalities, through a Free Trial, or Company Partnership, by execution or confirmation of a Sales Order, or with or without the assistance of ClayDesk’s sales or support teams (all such methods, collectively, “Checkout”), your use of and access to the Site is expressly conditioned upon timely payment of the applicable License Fee associated with your Plan and governed by these Terms of Use.
For purposes herein, “License Fee” means the Individual License Fee, all forms of the Business License Fee (e.g., Professional License Fee, or Enterprise License Fee), or the Company Partnership License Fee (if any), as applicable. We reserve the right to
increase or decrease any License Fee at any time; however, to the extent you have paid your License Fee in advance, the increase or decrease will not become effective for your Plan until the end of your current subscription term or your next renewal.
For purposes herein, “Payment Method” means the Individual Payment Method or the Business Payment Method, as applicable.
(b) Payment
Method.
(i) You may edit your Payment Method information by visiting our website and clicking on the “Account” link, available at the top of the pages of the ClayDesk website. If a payment is not
successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see Cancellation Policy in Section 10 below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates.
We may update your Payment Method with information provided by the applicable payment service provider, and you authorize us to continue to charge the applicable License Fee to the updated Payment Method. Check with your Payment Method service provider for more details.
(ii) When you select or purchase a Plan, begin a Free Trial, or otherwise provide or add any form of Payment Method to Checkout or your account, your bank may reserve the funds necessary
or place a small authorization hold until the transaction processes or the authorization hold expires, but this is not the actual charge. The authorization will be removed from your account according to the policies of your bank; and as such, to remove an authorization, please contact your bank to
clarify how long they hold authorizations for online orders.
(iii) Depending on where you transact
with us, the type of Payment Method used, and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices because of exchange rates and other ClayDesk-provided geographic-specific pricing. We do not support all payment methods, currencies, or locations for payment. If your payment method fails, or if your account is past due, we may collect fees owed using other collection mechanisms—this may include charging other payment methods on file with us or retaining collection agencies and legal counsel, the fees and cost of which you hereby agree to pay. Notwithstanding anything to the contrary, your obligation to pay fees continues through the end of your applicable subscription term and
regardless of whether you cancel your Plan during such term.
4.1 INDIVIDUAL PLAN
(a) Individual
License. If you choose or purchase a ClayDesk individual subscription plan during Checkout (an “Individual Plan”), ClayDesk grants you, and you alone, a non-exclusive, non-transferable license (“Individual License”) to use the Site for the subscription term length set forth during Checkout (the
“Initial Individual Term”) in strict accordance with these Terms of Use for non-commercial home or personal use only. If you purchase a “monthly” plan, your Initial Individual Term is one month from the date of purchase, whereas the purchase of an “annual” plan results in a one year Initial Individual Term. Any renewal of the Initial Individual Term (or a Renewal Individual Term), whether such renewal occurs by way of your Automatic Individual Renewal,
Checkout, or otherwise, shall be deemed a “Renewal Individual Term” and together with the Initial Individual Term, the “Individual Term”, as applicable.
(b) Individual
License Fee. ClayDesk’s grant of the Individual License is expressly conditioned on timely payment of the then-applicable license fee for the Individual Plan in the amount and on the billing frequency (e.g., monthly, annually) selected and set forth during Checkout (“Individual License Fee”). We may include a separate charge for any applicable sales, use, value-added, or excise taxes, and any other similar taxes, duties or charges of any kind, other than taxes on ClayDesk’s income, imposed by any federal, state, or local governmental entity on any amounts payable by you under these Terms of Use. We will remit taxes collected, if any, to the appropriate taxing authority.
(i) Automatic Individual
Renewal. BY REGISTERING FOR, SUBSCRIBING TO, OR PURCHASING AN INDIVIDUAL PLAN AND PROVIDING BILLING INFORMATION DURING CHECKOUT, YOU GRANT US AND OUR AUTHORIZED THIRD-PARTY PAYMENT PROCESSOR(S) THE RIGHT TO PROCESS PAYMENT FOR YOUR INDIVIDUAL LICENSE FEE VIA THE DEBIT CARD, STRIPE, CREDIT CARD, OR PAYPAL® ACCOUNT YOU PROVIDED DURING CHECKOUT OR MAINTAIN ON YOUR ACCOUNT (your “Individual Payment Method”). YOU UNDERSTAND AND AGREE THAT AT THE END OF EACH INDIVIDUAL TERM WE WILL AUTOMATICALLY RENEW YOUR INDIVIDUAL PLAN FOR THE SAME LENGTH OF TERM AND PROCESS YOUR INDIVIDUAL PAYMENT METHOD FOR PAYMENT OF THE INDIVIDUAL LICENSE FEE AT THE THEN-APPLICABLE PRICE FOR AN INDIVIDUAL PLAN (said process, “Automatic Individual Renewal”). If you choose to be billed “monthly”, we will process your Automatic Individual Renewal on or near the same day of each month. If you choose to be billed “annually”, we will process your Automatic Individual Renewal on or near the same day of each year. If payment is not received within such time period, or if we are unable to renew your Individual Plan based on inaccurate or outdated Individual Payment Method information, we may suspend or terminate your Individual Plan, in our sole
discretion. For Individual Plans, there is no ability to disable Automatic Individual Renewal other than cancellation.
(ii) Individual Plan Refund
Policy. All portions of the Individual License Fee, whether paid monthly or annually, are completely non-refundable. Exceptions for extenuating circumstances may be considered by mailing support@ClayDesk.com; however, we are in no way required to refund you any portion of the Individual License Fee.
4.2 BUSINESS PLANS
(a) Business License(s). If you choose or purchase a ClayDesk business subscription plan during Checkout or in a separate ClayDesk-provided sales order (each, a “Sales Order”), which includes any of the business plan offerings set forth on the Plan Page (e.g., Professional, Enterprise) (each, a “Business Plan”), ClayDesk grants you a non-exclusive, non-transferable license (“Business License”) to use the Site for the subscription term length set forth during Checkout or a Sales Order (the “Initial Business Term”) in strict accordance with these Terms of Use. Any renewal of the Initial Business Term (or a Renewal Business Term), whether such renewal occurs by way of your Automatic Business Renewal, Checkout, a renewal Sales Order, or otherwise, shall be deemed a “Renewal Business Term”, and together with the Initial Business Term, the “Business Term”, as applicable.
(b) Individual
Business Subscriptions. The Business License allows a specific number of your employees or affiliate employees to register as ClayDesk users (each, a “Business User”) and receive access to the Site by way of your Business License. Each Business User must be designated by the business purchasing the Business License or by such business’s designated Plan Manager, after which each Business User will be provisioned unique Account Information to register for a ClayDesk account and receive access to use the Site through an individual single-use business subscription (an “Individual Business Subscription”). Each Individual Business Subscription is to be used solely by the named Business
User and for the internal purposes of the business provisioning the Business License. Each Individual Business Subscription may not be shared amongst Business Users nor may it be shared amongst multiple employees, affiliate employees, contractors, agents, or other individuals.
(c) Business License Fee. ClayDesk’s grant of the Business License is expressly conditioned on timely payment of the then-applicable annual license fee in advance for all Individual Business Subscriptions on or added to your Business Plan in the amount and on the billing frequency set forth during Checkout or in a Sales Order (individually, and collectively, the “Business License Fee”).
(i) Payment by Debit or Credit Cards, PayPal®, or Third Parties. By registering for, subscribing
to, or purchasing a Business Plan and providing billing information during Checkout or otherwise, you grant us and our authorized third-party payment processor(s) the right to process payment for your Business License Fee via the debit card, credit card, Stripe, PayPal® account, third-party payment provider, or reseller you provide, authorize, or maintain on your Business Plan account
(individually, and collectively, “Business Payment Method”).
(ii) Payment by Invoice.
If you choose to be invoiced during Checkout (or choose to have a third-party payment provider or reseller be invoiced on your behalf) rather than using a Business Payment Method, your Business License Fee will be billed as of the effective date of the subscription start date set forth during Checkout or a Sales Order. You hereby agree the Business License Fee is due as of the date of
any ClayDesk invoice, payable within thirty (30) days of said date.
(iii) Automatic Business
Renewal. Unless otherwise set forth in Checkout or a Sales Order, YOU UNDERSTAND AND AGREE THAT AT THE END OF EACH APPLICABLE BUSINESS TERM WE WILL AUTOMATICALLY RENEW YOUR BUSINESS PLAN (INCLUDING ALL INDIVIDUAL BUSINESS SUBSCRIPTIONS ON YOUR BUSINESS PLAN) FOR THE SAME LENGTH OF TERM AND PROCESS YOUR BUSINESS PAYMENT METHOD OR INVOICE FOR PAYMENT OF THE APPLICABLE BUSINESS LICENSE FEE FOR THE RENEWAL BUSINESS TERM AT THE THEN-APPLICABLE PRICE FOR A BUSINESS PLAN.
By way of example,
if you select 10 Individual Business Subscriptions under a 1-year Business Plan during Checkout beginning January 1, 2017, we will process your Business Payment Method or invoice you for the 1-year cost of 10 Individual Business Subscriptions on the date of your Checkout. Your 10 Individual Business Subscriptions will expire on December 31, 2017, and unless you notify us at least 30 days prior to December 31, 2017, we will renew your Business Plan on or around January 1, 2018 for one year and on or around January 1st each year thereafter for 10 Individual Business Subscriptions at the then-applicable price for such subscriptions.
If, however, you select 25 Individual Business Subscriptions under a 2-year Business Plan during checkout beginning January 1, 2017, we will process your Business Payment Method or invoice you for the 2-year cost of 25 Individual Business Subscriptions on the date of your Checkout. Your 25 Individual Business Subscriptions will expire on December 31, 2019, and unless you notify us at
least 30 days prior to December 31, 2019, we will renew your Business Plan for an additional two years on or around January 1, 2020 and on or around January 1st every two years thereafter for 25 Individual Business Subscriptions at the then-applicable price for such subscriptions.
(iv) Suspension Because of
Nonpayment. If payment is not received within the required time period, or if we are unable to renew your Business Plan based on inaccurate or outdated Business Payment Method information, we may suspend your access to the Site (including all of your Business Users’ access) until payment is received. In the event we suspend your Business Plan because of nonpayment, no additional
time will be added to the then-applicable Business Term.
(v) Taxes. The Business
License Fee is exclusive of taxes. When processing your Business Payment Method or invoicing, we may include a separate charge for any applicable sales, use, value-added, or excise taxes, and any other similar taxes, duties or charges of any kind, other than taxes on ClayDesk’s income, imposed by any federal, state, or local governmental entity on any amounts payable by you under these Terms of
Use or any Sales Order. We will remit taxes collected, if any, to the appropriate taxing authority.
(d) Additional
Subscriptions. As a Business Plan subscription holder, you or your Plan Manager may purchase additional Individual Business Subscriptions during the Initial Business Term or any Renewal Business Term, as applicable. The Business Users’ access to the Site by way of the new subscriptions is conditioned upon timely payment of the applicable Business License Fee for each Individual Business
Subscription added, which will be prorated for the number of days remaining in your then-current Business Term and paid by your Business Payment Method on file (or invoice), as selected during Checkout.
(e) Designation
of Business Users. As a Business Plan subscription holder (depending on your Plan), you may designate one or more of your employees to act as plan manager(s) (each, a “Plan Manager”) with regard to your Business Plan. Any Plan Manager you authorize will have the ability to purchase Individual Business Subscriptions and assign and authorize them to your Business Users via
the Site’s Business Plan administrative functionalities. If your Plan requires it, or if you desire, we can assign and authorize Individual Business Subscriptions after your purchase so long as you provide us with the first name, last name, and email address of the individuals that will be your Business Users entitled to access the Site subject to these Terms of Use. Contact your designated ClayDesk Sales Representative or info@claydesk.com
for more details.
(f) Individual
Business Subscription Transfers. You acknowledge and agree that the Individual Business Subscriptions granted under these Terms of Use, via Checkout, and under each Sales Order are specific to the individual Business Users you designate. Except as set forth during Checkout or a Sales Order, the Individual Business Subscriptions granted under these Terms of Use are not
transferable to any other individual for any reason, and you will take all commercially reasonable steps to prevent your Business Users from granting access to the Site to any other individuals. (g) Your Marks.
As a Business Plan subscription holder, you agree that we may use your logo and name; provided that such use may be for informational purposes only in marketing efforts, solely for the purpose of identifying you as a customer of ClayDesk, and for no other purpose.
4.3 FREE TRIAL / TEAM TRIAL / PILOT
SUBSCRIPTION PLANS
Your subscription
plan may begin with a free trial (for individuals) (“Free Trial”), or a free or paid pilot (for businesses that checkout through a sales-guided process) (“Pilot”). The length of your Free Trial, Team Trial, or Pilot will be set out during Checkout; however, we reserve the right, in our absolute discretion, to determine your eligibility for a Free Trial, Team Trial, or Pilot, and to withdraw or to modify your Free Trial, Team Trial, or Pilot at any time without prior notice and with no liability. As a Free Trial, Team
Trial, or Pilot user, you acknowledge and agree that your use and access, and the use and access of your Business Users, of the Site is subject to these Terms of Use.
(a) Free Trial (Individuals). As
a Free Trial user, you agree to provide your Individual Payment Method during Checkout before beginning your Free Trial. We will not process your Individual Payment Method for payment of your Individual License Fee during your Free Trial (however you may see an authorization—see Section 4); however, on the first day following the end of your Free Trial we will convert your Free Trial into a paid Individual Plan and process your Individual Payment Method for your Individual License Fee on the billing frequency chosen during Checkout, which will also place your account from that date forward into Automatic Individual Renewal practices. By providing your Individual Payment
Method details in conjunction with your Free Trial registration, you agree to these charges and practices. If you do not wish to be charged, you must cancel your Free Trial before the end of your Free Trial; and upon cancellation of your Free Trial your access to the Site will terminate immediately.
(b) Pilot (larger number of Business Users). A Pilot is provisioned through a sales-guided Checkout only, which may or may not include an applicable license fee for the Pilot depending on the
scope, features, and number of Business Users on your Pilot. Unless otherwise set forth during Checkout or a Sales Order, at the end of your Pilot we will not automatically convert your account into a paid Business Plan. However, at the end of your Pilot, in order for you and your Business Users to continue using and accessing the Site, you must convert your Pilot into a paid Business
Plan and pay the applicable Business License Fee. You agree that you and your Business Users’ use of the Site during the Pilot is governed by these Terms of Use.
4.4 COMPANY PARTNERSHIP PLAN
Your subscription
plan may start with a starter, trial, limited, or full subscription (“Company Partnership Plan”) facilitated through a company or community partnership between a third-party entity and ClayDesk (each, a “Company Partner”). The scope and features of the Site content and materials available to you, the length of your Company Partnership Plan, and the license fee (if applicable, and whether paid by you or the Company Partner) will be set out during Checkout—most often through a specific URL dedicated to the Company Partnership Plan. Together with our Company Partner, we reserve the right, in our absolute discretion, to determine your eligibility for a Company Partnership Plan, and
to withdraw or to modify your Company Partnership Plan at any time without prior notice and with no liability. As a Company Partnership Plan user, you acknowledge and agree that your use of and access to the Site is subject to (i) these Terms of Use, and (ii) any other terms and conditions mandated by the applicable Company Partner as set forth in Checkout.
4.5 CLAYDESK-ACQUIRED SERVICE
If you were migrated to a ClayDesk subscription plan due to your subscription to a different content library owned by an entity acquired by ClayDesk, including without limitation subscription plans to (each, a “ClayDesk-acquired Service”), the following additional terms and conditions also apply to you:
(a) if the license fee for your subscription for the ClayDesk-acquired Service was being automatically renewed prior to ClayDesk’s acquisition of such ClayDesk-acquired Service, your subscription will be automatically renewed (as set forth in Section 4.1 or 4.2, as applicable) at the current ClayDesk
subscription rate unless affirmatively cancelled by you (see Section 10).
(b) as a legacy customer, you may continue to have access to concurrent login privileges through throughout your applicable subscription term but only while these legacy platforms exists.
We reserve the right to retire these platforms at any time. When the either or both platforms are retired, we will provide you with notice on how your user base will be transitioned to the Site (as applicable).
5. PROPRIETARY MATERIALS
(a) Use
of ClayDesk’s Proprietary Materials. The Site contains copyrighted materials, trademarks, proprietary and confidential information, and intellectual property of ClayDesk and licensors of ClayDesk (collectively, “Proprietary Materials”), including without limitation source code, video, text,
software, photos, graphics, images, music, and sound. You agree not to modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Materials. Proprietary Materials may only be accessed through the Site, and not
by or from any other site or means. The applicable License granted you by these Terms of Use is a right of access through the Site only, and does not grant to you any right to download or store any Proprietary Materials in any medium, other than (i) that downloadable content that may be provided for certain training courses, including exercise files, course slides, and sample code, (ii) files
that are automatically cached by your web browser for display purposes, and (iii) if we provide desktop, mobile, or other applications for download, a single copy of such application for your computer or mobile device solely for your own, personal use, provided you agree to be bound by an applicable end user license agreement for such application (collectively, the “Authorized
Downloadable Materials”). Authorized Downloadable Materials are held by you pursuant to a limited revocable right only, and are subject to all restrictions described herein, including the prohibition on further transfer, sale, creation of derivative works, or exploitation in any manner.
(b) Reservation
of Rights. ClayDesk reserves all intellectual property rights to the
Proprietary Materials, other than as specifically granted under the applicable
License granted you under these Terms of Use. No posting, copying,
transmission, retransmission, distribution, redistribution, publication,
republication, decompilation, disassembling, reverse engineering, or otherwise
reproducing, storing, transmitting, modifying, or commercially exploiting any
Proprietary Materials in any form or by any means, for any purpose, is
permitted without our express written permission.
(c) ClayDesk
Copyright and Marks. The entire Site is © 2004 – 2019 ClayDesk, LLC. All
Rights Reserved. Complying with all applicable copyright laws is your
responsibility.
(d) Equitable
Relief. You acknowledge that a breach of any proprietary rights described
in these Terms of Use may cause us irreparable damage, for which the award of
damages would not be adequate compensation. Consequently, you agree that we may
institute an action to enjoin you from any and all acts in violation of those
provisions, which remedy will be cumulative and not exclusive, and we may seek
the entry of an injunction enjoining any breach or threatened breach of those
provisions, in addition to any other relief to which we may be entitled at law
or in equity.
(e) Third-Party
Marks. Other trademarks, service marks, and logos used throughout the Site
are the trademarks, service marks, or logos of their respective owners. These
may include: Apple®, the Apple logo, and iPad, which are trademarks of Apple
Inc., registered in the U.S. and other countries; Android®, Google Play® and
the Google Play logo, which are trademarks of Google Inc; and PayPal®, which is
a registered trademark of PayPal, Inc.
(f) Violation
of Copyright or Intellectual Property Laws. We respect the intellectual
property of others, and we ask our users to do the same. We may, in appropriate
circumstances and at our sole discretion, remove or disable access to any
materials on the Site that we believe (or are notified) may infringe on the
rights of others. If you believe that your work has been copied in a way that
constitutes copyright infringement or otherwise infringes on your intellectual
property rights, please report it to us promptly.
6. MOBILE AND OTHER DEVICES
If you use a mobile
device or ClayDesk-provided mobile application to access the Site, the
following additional terms and conditions (“Mobile Terms”) also
apply:
(a)
You agree that you are solely responsible for all message and data charges that
apply to use of your mobile device to access the Site. All such charges are
billed by and payable to your mobile service provider. Please contact your
participating mobile service provider for pricing plans, participation status,
and details.
(b)
You understand that wireless service may not be available in all areas at all
times and may be affected by product, software, coverage, or service changes
made by your service provider or otherwise. Additional terms and conditions may
apply to your use of our mobile applications based on the type of mobile device
that you use.
(c)
YOUR ACCESS TO OR USE OF THE SITE VIA YOUR MOBILE DEVICE OR CLAYDESK-PROVIDED
MOBILE APPLICATION CONFIRMS YOUR AGREEMENT TO THESE TERMS OF USE, INCLUDING BUT
NOT LIMITING THESE MOBILE TERMS.
7. USER CONTENT AND FEEDBACK
(a) Interactive
Features. The Site from time to time may provide you with the ability to
upload, post, submit, publish, or transmit to other users or persons
(hereinafter, “post”) via online forums, chat capabilities, user
discussion groups, blogs, online profiles, or other online forums (“Interactive
Features”).
(b) User
Content. The Interactive Features are intended to provide you and other
users with valuable resources on selected topics. Some, if not most, of the
content found on such Interactive Features is provided by third-party users,
and not us (such content, “User Content”). The third-party user
(including you, if applicable) is solely responsible for the User Content and
for complying with applicable laws relating thereto.
(i) All User Content you submit to
the Interactive Features (including for inclusion on the Site) or that is
otherwise made available to ClayDesk will be considered non-confidential and
non-proprietary, and by so doing, you hereby grant us and our affiliates and
service providers, and each other and our respective licensees, successors, and
assigns the right to use, reproduce, modify, perform, display, distribute, and
otherwise disclose to third parties any such material.
(ii) To the extent that you provide
any User Content, you represent and warrant that (a) you have all necessary
rights, licenses and/or clearances to provide such User Content as provided
above, (b) such User Content is accurate and reasonably complete, (c) as
between you and ClayDesk, you are responsible for the payment of third-party
fees, if any, related to the provision and use of such User Content, (d) such
User Content does not and will not infringe or misappropriate any third-party
rights or constitute a fraudulent statement or misrepresentation or unfair
business practices, and (e) you agree to comply with all applicable rules
regarding online conduct and acceptable content we may post on the Site or
Interactive Features from time to time, including those set forth in Section 8
below.
(c) Feedback.
We welcome and encourage you to provide feedback, comments, and suggestions for
improvements to the Site (“Feedback”). You acknowledge and agree that
any and all Feedback provided by way of the Site or otherwise will be the sole
and exclusive property of ClayDesk, and you hereby irrevocably assign to ClayDesk
and agree to irrevocably assign to ClayDesk all of your right, title, and
interest in and to all Feedback, including without limitation all worldwide
patent rights, copyright rights, trade secret rights, and other proprietary or
intellectual property rights therein. At our request and expense, you will
execute documents and take such further acts as we may reasonably request to
assist ClayDesk to acquire, perfect, and maintain its intellectual property
rights and other legal protections for the Feedback.
(d) Monitoring
and Enforcement. We have the right to:
(i) remove or refuse to post any User
Content or Feedback for any or no reason in our sole discretion;
(ii) take any action with respect to
any User Content or Feedback that we deem necessary or appropriate in our sole
discretion, including if we believe that such User Content or Feedback violates
these Terms of Use, infringes any intellectual property right or other right of
any person or entity, threatens the personal safety of users of the Site or the
public, or could create risk or liability for ClayDesk;
(iii) disclose your identity or other
information about you to any third party who claims that material posted by you
violates their rights, including their intellectual property rights or their
right to privacy;
(iv) take appropriate legal action,
including without limitation referral to law enforcement for any illegal or
unauthorized use of the Site; and
(v) terminate or suspend your access
to all or part of the Site for any violation of these Terms of Use; and
Without limiting
the foregoing, we have the right to fully cooperate with any law enforcement
authorities or court order requesting or directing us to disclose the identity
or other information of anyone posting any User Content, Feedback, or materials
on or through the Site. YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES,
LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION
TAKEN BY US OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS
INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY
EITHER US, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.
Notwithstanding
anything to the contrary, we have no obligation to review any User Content,
Feedback, or materials before they are posted on the Site, and we cannot ensure
prompt removal of objectionable material after it has been posted. Accordingly,
we assume no liability for any action or inaction regarding transmissions,
communications, or content provided by any user or third party, and we have no
liability or responsibility to anyone for performance or nonperformance of the
activities described in this Section.
8. CLAYDESK “DOs” and “DON’Ts”
You acknowledge and
agree that the Site contains content and materials that are viewable through
online streaming methods and they are not to be downloaded by you (or your
Business Users), except under the limited circumstances and for the limited
times as permitted by your Plan. In addition, you agree to adhere and abide to
the following DOs and DON’Ts.
(a) DOs (User Obligations).
You acknowledge and agree that you (and your Business Users) will:
• Comply with all applicable federal,
state, local, or international law or regulations (including without limitation
any laws regarding copyright, intellectual property, privacy and personal
identity, or the export of data or software to and from the U.S. or other
countries);
• Provide true and accurate
information to us and keep it updated;
• Use the Interactive Features in a
respectful manner; and
• Exit from your account at the end
of each session or use of the Site.
(b) DON’Ts (Prohibited
Conduct). You acknowledge and agree that you (and your Business
Users), will not:
• reproduce, redistribute, transmit,
assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create
derivative works of, license, capture, download, save, upload, print, or
otherwise transfer or retain information or content available on the Site other
than with regard to Authorized Downloadable Materials, subject to the limited
permissions set forth herein;
• manually or systematically harvest,
scrape, collect or otherwise extract information or data contained on the Site,
other than permitted use of Authorized Downloadable Materials or temporary
storage of video materials for offline viewing (if permitted by your Plan).
• permit or provide others access to
the Site using your Account Information or otherwise, or the Account
Information of another authorized user;
• impersonate or attempt to
impersonate ClayDesk, a ClayDesk employee, another user, or any other person or
entity (including without limitation by using e-mail addresses or Account Information
associated with any of the foregoing) or provide incorrect or knowingly false
information;
• remove or modify any copyright,
trademark, legal notices, or other proprietary notations from the Proprietary
Materials or any other content available on the Site;
• violate or attempt to violate the
Site’s security mechanisms, attempt to gain unauthorized access to the Site or
assist others to do so, or otherwise breach the security of the Site or corrupt
the Site in any way;
• co-brand or frame the Site or
establish a link in such a way as to suggest any form or association, approval,
or endorsement on our part, without the prior express written permission of an
authorized representative of ClayDesk;
• use any portion of the Site to aid
in transmitting, or procure the sending of, any advertising or promotional
material, including any “junk mail”, “chain letter”, or “spam” or any other
similar solicitation;
• post to the Interactive Features or
any other portion of the Site any inappropriate, offensive, racist, hateful,
sexist, pornographic, false, misleading, infringing, defamatory, or libelous
content;
• use the Site or its contents
(including User Content) to recruit, solicit, or contact in any form other
users or potential users for employment or contracting for a business not
affiliated with us without the prior express written permission of an
authorized representative of ClayDesk;
• use or attempt to use the Site to
store or transmit software viruses, worms, time bombs, Trojan horses, or any
other computer code, files, or programs designed to interrupt, destroy, or
limit the functionality of any computer software, hardware, or
telecommunications equipment;
• engage in any conduct that
restricts or inhibits anyone’s use or enjoyment of the Site, or which, as
determined by us, may harm us or users of the Site or expose them to liability;
and/or
• use the Site in any manner that
could disable, overburden, damage, or impair the Site, interfere with any other
party’s use of the Site (including their ability to engage in real time
activities through the Site), or otherwise attempt to interfere with the proper
working of the Site.
(c) Restricted Use of Site. We
reserve the right to monitor use of the Site and to suspend, revoke, deny,
disable, or terminate your access or the access of any of your Business Users
if you or they have violated any provisions of these Terms of Use (including
the DOs and DON’Ts above) or if your or their usage behavior exceeds normal
limits, as determined in our sole discretion. The term “normal limits” will be
determined solely by ClayDesk.
(d) Geographic Pricing and
Restrictions. If your applicable License Fee is adjusted based on your
geographic region, you and your Business Users may only use and access the Site
if you are primarily based in the applicable geographic region set forth during
Checkout. The Site and its features are subject to United States export
controls. No Site content or materials may be downloaded or exported (i) into
(or to a resident of) Cuba, Sudan, North Korea, Iran, Syria, the Crimea
region of the Ukraine or any other country subject to an applicable embargo or
other trade restriction by any government regulatory agency having jurisdiction,
or (ii) by or to any person or entity on the United States Treasury
Department’s list of Specially Designated Nationals (SDN) or the United States
Commerce Department’s Consolidated Screening List (CSL). By accessing or using
the Site, you represent and warrant that you are not located in, under the
control of, or a national or resident of any such country or on any such list.
Although the Site may be accessible worldwide, we make no representation that
the Site is appropriate or available for use in locations outside the United
States, and accessing them from territories where its contents or materials are
illegal, is prohibited. Those who choose to access the Site from other
locations do so at their own initiative and are responsible for compliance with
local laws. Any offer for any product, service, and/or information made in
connection with the Site is void where prohibited.
9. REPRESENTATION, WARRANTIES, AND COVENANTS
(a) Your Representations and
Warranties. You represent and warrant that:
(i) You are (i) 18 years of age or
older or an emancipated minor, and (ii) are fully able and competent to form a
binding contract with ClayDesk by entering into these Terms of Use.
(ii) You are over the age of 13 as
all portions of the Site are not intended for children under 13. If you are
under 13 years of age, you may not register for an account or otherwise use the
Site; provided that you may view the Kids Content, but only with the
involvement, supervision, and approval of a parent or legal guardian;
(iii) You are solely responsible for
all service, telephony, data charges, and other fees and costs associated with
your access to and use of the Site, including without limitation maintaining
all internet, browser software and extensions, computer hardware, telephone,
and other equipment required for such access.
(b) Authority. You
and ClayDesk each represent, warrant, and covenant that it has the full power
and authority to: (i) enter into an agreement subject to these Terms of Use;
(ii) perform its obligations hereunder, and that its performance hereunder does
not conflict with, limit, or be contrary to any other agreement; (iii) and that
by so doing, it does not violate any applicable laws or any contractual
relationship.
(c) ClayDesk Intellectual
Property. We represent, warrant, and covenant that: (i) we have and will have
all rights, titles, licenses, intellectual property, permissions and approvals
necessary in connection with our performance under these Terms of Use to grant
you the License and rights granted hereunder; and (ii) neither the Site
(including the Proprietary Materials), nor the provision or utilization thereof
as contemplated under these Terms of Use, will infringe, violate, trespass or
in any manner contravene or breach or constitute the unauthorized use or
misappropriation of any intellectual property of any third party.
(d) Reliance and
Functionality. ClayDesk does not warrant that the content or functions of
the Site will meet your requirements or that the operation of the Site will be
uninterrupted or error free. The content and materials presented on or through
the Site is made available solely for general information purposes. We do not
warrant the accuracy, completeness, or usefulness of this information. Any reliance
you place on such information is strictly at your own risk. We disclaim all
liability and responsibility arising from or related to any reliance placed on
such materials by you, your Business Users, or any other visitor to the Site,
or by anyone who may be informed of any of its contents. The Site (including
without limitation our blogs and Interactive Features) may include content
provided by third parties, including materials provided by other users,
bloggers, or third-party licensors, syndicators, aggregators, and reporting
services. All statements and opinions expressed in these materials, and all
articles and responses to questions and other content, other than the content
provided by ClayDesk, are solely the opinions and the responsibility of the
person or entity providing those materials. These materials do not necessarily
reflect the opinion of ClayDesk. We are not responsible or liable to you or any
third party, for the content or accuracy of any materials provided by any third
parties.
(e) Availability of Site.
You recognize that the traffic of data through the Internet may cause delays
during your use of or access to the Site, and accordingly, you agree not to
hold us liable for delays that are ordinary in the course of Internet use. You
further acknowledge and accept that the Site may not be available on a
continual 24-hour basis due to such delays, delays caused by our upgrading,
modification, or standard maintenance of the Site, or any other delays outside
of our control.
(f) Third-party services,
links, SSO, OAuth, etc. If any portion of the Site contains services
(e.g., discussion forums), links, resources, or materials provided by third
parties, including without limitation URL links, discussion forum engines,
single-sign on services (SSO), OAuth resources (e.g., Facebook, GitHub,
LinkedIn, etc.), or capabilities to share to social media websites, these are
provided for your convenience only. This may include links contained on courses
or in advertisements, including banner advertisements and sponsored links on
the Site. We have no control over the contents, software, or privacy practices
of these third-party services, links, resources, or materials, and accept no
responsibility for them or for any loss or damage that may arise from your use
of them—if you access or use them, you do so entirely at your own risk.
10. TERMINATION; CANCELLATION POLICY
(a) ClayDesk’s
Rights of Termination. You agree that we may deactivate your account or
terminate your Plan if we believe that you have (a) breached these Terms of
Use; (b) infringed the intellectual property rights of a third party; (c)
posted, uploaded or transmitted unauthorized User Content; or (d) violated or
acted inconsistently with these Terms of Use, our Privacy Policy, the Mobile
Terms, the Professional Services Terms, or any other applicable code of
conduct. You agree that any such deactivation or termination for the foregoing
reasons may be effected without prior notice to you and that ClayDesk will not
be liable to you or any third party for any deactivation of your account or
termination of your Plan.
(b) Individual
Plan Cancellation. Your Individual Plan may be cancelled at any time
via your user account settings page, by calling +1 (801) 784-9007, or by
emailing support@ClayDesk.com.
If you cancel your Individual Plan by any method, your Individual Plan will
remain active to the end of your then-current Individual Term to the extent
your Individual License Fee is paid and these Terms of Use will continue in
effect and will govern such Individual Term until its expiration or earlier
termination for cause. If you are dissatisfied for any reason with your
Individual Plan subscription, your sole right and exclusive remedy is to
terminate your Individual Plan. Other than as set forth herein, we will not
offer refunds on any fees or charges related to your Individual Plan—this
includes any partially used or unused periods for which you have already paid.
Your obligation to pay fees continues through the end of the subscription term
during which you cancel your Individual Plan.
(c) Business
Plan Termination.
(i) For Cause. Either
the business that purchased the Business Plan or ClayDesk may terminate the
Business Plan or any Sales Order prior to its expiration if the other party
breaches these Terms of Use or a Sales Order and fails to cure said breach
within thirty (30) days after receipt of written notice thereof. Except for
instances arising from ClayDesk’s uncured breach, all fees or charges related
to your Business Plan are non-refundable and all unpaid fees are due and payable
immediately upon termination.
(ii) For Convenience. A
Business Plan may be terminated for convenience by sending written notice (see
Section 15(e)) to ClayDesk at least thirty (30) days prior to the expiration of
the then-current Business Term; however, in the event of any termination for
convenience all portions of the Business License Fee are completely
non-refundable. With respect to any Business Term still in effect as of the
date of such termination for convenience, and upon your request, your Business
Plan will remain active to the end of your then-current Business Term to the
extent your Business License Fee has been paid; provided that these Terms of
Use will continue in effect and govern such Business Term until its expiration
or earlier termination for cause.
(d)
You acknowledge and agree that ClayDesk may retain and store your information
on ClayDesk’s systems for archival purposes notwithstanding any termination or
cancellation of your account or Plan.
11. INDEMNIFICATION
(a) Indemnification.
You agree to defend, indemnify and hold harmless ClayDesk, its directors,
employees, licensors, independent contractors, providers, subsidiaries, and
affiliates, and its and their respective officers, directors, employees,
contractors, agents, licensors, suppliers, successors and assigns (each, a “ClayDesk
Indemnitee”) from and against any claims, liabilities, damages, judgments,
awards, losses, costs, expenses or fees (including reasonable attorneys’ fees)
(hereinafter, “Claims”) arising out of or relating to: (i) your violation
of these Terms of Use, the Mobile Terms, or the Professional Services Terms;
(ii) your User Content or Feedback posted to the Site; (iii) any use by you of
the Site’s material, content, services, or products other than as expressly
authorized in these Terms of Use; or (iv) your use of any information obtained
from the Site.
(b) Indemnification
Procedure. You agree to cooperate as fully as reasonably required in the
defense of any Claims, including asserting any available defenses. We reserve the
right, at our own expense, to assume the exclusive defense and control of any
Claims or matter otherwise subject to indemnification by you and you may not in
any event settle any Claims without our prior written consent.
12. NO WARRANTY; LIMITATIONS ON LIABILITY
(a) No
Warranty. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS,
WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. NEITHER CLAYDESK
NOR ANY PERSON OR ENTITY ASSOCIATED WITH CLAYDESK MAKES ANY PROMISE, WARRANTY,
OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY,
QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING,
NEITHER CLAYDESK NOR ANY PERSON OR ENTITY ASSOCIATED WITH CLAYDESK PROMISES,
REPRESENTS OR WARRANTS THAT THE SITE OR CONTENT OBTAINED THROUGH THE SITE OR
ANY PORTION THEREOF WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED,
THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES THEM
AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR
ITS CONTENT OR MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. CLAYDESK
HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
(b) Limitation
on Liability. IN NO EVENT WILL CLAYDESK, ITS AFFILIATES, OR THEIR
LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE
LIABLE TO YOU, ANY OF YOUR AFFILIATES OR BUSINESS USERS, OR ANY THIRD PARTY
WITH RESPECT TO THE SITE OR THE SUBJECT MATTER OF THESE TERMS OF USE UNDER ANY
CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE
THEORY, EVEN IF FORESEEABLE, FOR: (i) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF
THE GREATER OF THE AMOUNT YOU HAVE PAID TO CLAYDESK FOR THE SITE IN THE THREE
(3) MONTHS IMMEDIATELY PRIOR TO LIABILITY ARISING; (ii) FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF PROFITS, LOSS
OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, OR LOSS OF GOODWILL;
(iii) DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iv)
FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (v) FOR ANY ACTIONS OF, OR
SERVICES PROVIDED BY, THIRD-PARTY SERVICE PROVIDERS OR INDEPENDENT CONTRACTORS
(INCLUDING MENTORS) PROVIDING SERVICES ON BEHALF OF CLAYDESK OR VIA THE SITE.
THE FOREGOING DOES
NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE
LAW.
13. ADDITIONAL TERMS
(a) ClayDesk Professional Services. If you engage or utilize any of
ClayDesk’s professional services (“Professional Services”), the Professional
Services are governed exclusively by the ClayDesk Professional Services Terms
and Conditions located at http://www.ClayDesk.com/terms (“Professional
Services Terms”).
(b) ClayDesk
LIVE (User Conference Event). In the event you purchase a ticket to ClayDesk’s
user conference (known as “ClayDesk LIVE”), you agree that your attendance is
governed exclusively by the ClayDesk Live: General Terms and Conditions located
at http://www.ClayDesk.com/terms (“ClayDesk LIVE
Terms”).
14. CHANGES TO TERMS OR THE SITE
(a) Changes
to these Terms. We reserve the right to change or modify these Terms of
Use, our Privacy Policy, the Mobile Terms, the Professional Services Terms, the
ClayDesk LIVE Terms, or any documents, policies, or terms they incorporate by
reference in our sole discretion and at any time. Any such change or
modification will be effective immediately upon posting to the Site; however,
any changes to Section 15(c) (Governing Law and Jurisdiction) will not apply to
any disputes for which the parties have actual notice on or prior to the date
the change is posted on the Site. We will take reasonable steps to notify you
of any changes or modifications, but you agree to review the Site periodically
to be aware of any changes or modifications. Notwithstanding anything to the
contrary, your continued use of the Site and any other ClayDesk-provided
services will be deemed your conclusive acceptance of all such changed or
modified terms and conditions.
(b) Changes
to the Site. ClayDesk may at any time, without notice or liability, change
or eliminate any content or feature of the Site or any portion thereof, or
restrict the use of any portion of the Site. Your only right with respect to
any dissatisfaction with any service-related change or elimination is to cease
use of the Site. We will not be liable if for any reason all or any part of the
Site is unavailable at any time or for any reason.
15. GENERAL
(a) Non-Waiver. Failure
by ClayDesk to enforce any provision(s) of these Terms of Use will not be
construed as a waiver of any provision or right.
(b) Severability.
If any provision of these Terms of Use is found to be illegal, void, or
unenforceable, then that provision will be deemed severable from these Terms of
Use and will not affect the validity and enforceability of any remaining provisions
of these Terms of Use.
(c) Governing
Law and Jurisdiction. These Terms of Use are governed by and will be
construed in accordance with the laws of the State of Utah, without reference
to
(i) any conflicts of law principle
that would apply the substantive laws of another jurisdiction to the parties’
rights or duties,
(ii) the United Nations Convention on
Contracts for the International Sale of Goods, or
(iii) other international laws.
Should any dispute arise with regard to these Terms of Use, the parties agree
to first work in good faith to resolve such dispute, and neither party may
commence any action with regard to such dispute until thirty (30) days have
passed from the time such party has provided written notice to the other party
of the nature of such dispute, provided that nothing herein will prevent us
from seeking injunctive relief in the event of your actual or threatened breach
of any terms of these Terms of Use.
(d) Dispute
Resolution. Should any dispute arise with regard to these Terms of Use, the
parties agree to first work in good faith to resolve such dispute, and neither
party may commence any action with regard to such dispute until thirty (30)
days have passed from the time such party has provided written notice to the
other party of the nature of such dispute, provided that nothing herein will
prevent us from seeking injunctive relief in the event of your actual or
threatened breach of any terms of these Terms of Use.
(e) Notice.
Any notice which may be required to be given under these Terms of Use, will be
given:
(i) by ClayDesk to you via e-mail to
the e-mail address you maintain in your account settings or by notifying you
electronically by displaying the notice in the Site;
(ii) by you to us in any commercially
reasonable manner, including certified mail, return receipt requested, e-mail,
or any other customary means of communication at the applicable mailing address
set forth below, as may be updated from time to time. Any notice given
otherwise than in accordance with this Section will be deemed ineffective.
ClayDesk, LLC
5001 Seminary Road, 1416
Alexandria, VA, 22311
Email: support@ClayDesk.com
All other feedback, comments,
requests for technical support, or other communications relating to the Site
should be directed to the ClayDesk support team by emailing support@ClayDesk.com.
(f) No
Agency. Nothing in these Terms of Use will be construed as making either
party the partner, joint venture, agent, legal representative, employer,
contractor, or employee of the other. Neither ClayDesk nor any other party to
these Terms of Use has, or may hold itself out to any third party as having,
any authority to make any statements, representations or commitments of any
kind, or to take any action that is binding on the other, except as provided
for herein or authorized in writing by the party to be bound.
(g) Assignment.
We may freely transfer or assign any portion of our rights or delegate our
obligations under these Terms of Use. You may not assign or otherwise transfer
your rights, obligations, or duties under these Terms of Use, in whole or in part,
without our prior written consent, in our sole discretion. Any attempted
transfer or assignment of these Terms of Use without the prior written consent
of ClayDesk will be null and void ab initio. These Terms of Use will be binding
upon and will inure to the benefit of the permitted successors and assigns of
each party to these Terms of Use.
(h) Miscellaneous.
These Terms of Use, our Privacy Policy, the Mobile Terms, together with each
Sales Order, and/or the Professional Services Terms, as applicable, constitute
the sole and entire agreement between you and ClayDesk with respect to the Site
and supersede all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect to the
Site. The section titles used herein are displayed for convenience only and
have no legal effect. Nothing in these Terms of Use confers any third-party
beneficiary rights or remedies. The inclusion of your purchase order number on
any Sales Order, invoice, or other ClayDesk-provided document is for reference
purposes only and is not an acceptance by ClayDesk of your terms or conditions
contained therein or elsewhere. The terms on any such purchase order or similar
document submitted by you to ClayDesk will have no effect and are hereby
rejected. If any dispute should arise between the parties hereto regarding the
terms or subject matter of these Terms of Use or the enforcement or breach of
such terms, then the party prevailing in such dispute, whether by out-of-court
settlement or final judicial determination, will be entitled to recover from
the non-prevailing party all costs and expenses of such dispute incurred by
such prevailing party, including without limitation reasonable attorneys’ fees.
[END OF TERMS OF USE]
This Privacy Policy (“Privacy Policy”) applies to the corporate website
accessible at https://www.claydesk.com (“Website”) and the
cloud-based technology skills platform also accessible through that website,
the video players used to view ClayDesk courses, and the mobile applications (“Platform”,
and together with the Website, collectively, the “Site”), all owned and
operated by ClayDesk, LLC, a Nevada limited liability company (“ClayDesk”,
“we”, or “us”). This Privacy Policy describes how ClayDesk
collects and uses personal information collected through the Website and the
Platform. It also describes the choices available to you regarding the use of,
your access to, and how to update and correct your personal information.
This Privacy Policy sets out:
- The information we collect about you
- How we use the information we collect
- Who we give your information to Control of your information
- Your access to your information and how long we keep it
- How we protect your information
- Where we store your information
- Use of Cookies
- Links to other websites
- Information about our participation in Privacy Shield
- Public forums
- Payment processing
- Information about enforcement and dispute resolution
- Changes to this Privacy Policy
- Contact us
Please read the following carefully to understand our views and practices regarding
your personal information and how we will treat it. By engaging with the
Website and the Platform you acknowledge you have read and understood this
Privacy Policy. Data protection laws require companies to describe their role
and responsibility when handling personal information.
When users access our Website and view information about us and our technology,
communicate with us, download whitepapers, and register for events etc, we are
the data controller.
When an individual engages with the Platform because their employer has signed up to a
Business plan (as defined in our Terms of Use at https://www.ClayDesk.com/terms,
the “Terms of Use”) or a Company Partnership Subscription (see below),
then;
- the user’s employer is the data
controller with respect to the user information it provides to us.
This information typically includes first name, last name, and business email
address. Where your employer is data controller in this way, we act as a data
processor under data protection laws, meaning we use the
information to provide a service to your employer. - ClayDesk is the data
controller for information provided directly by the individual or
as a result of interacting with the Platform, including assessment data, a
secondary email address, additional profile details such as job title, personal
website URL, a short bio, social platform handles, and demographic information
such as your gender, year of birth, and your work industry. To be clear, none
of these additional profile details are required to utilize our Site, but we
can offer you an enhanced experience if you provide it.
When an individual signs up as a user of the Platform via an Individual Plan (as
defined in the Terms of Use), ClayDesk is the data controller for
all personal information provided by that user and collected by the Platform as
the user accesses and uses it.
The information we collect about you
We value
your trust. In order to honor that trust, ClayDesk adheres to ethical standards
in gathering, using, and safeguarding any information you provide.
We collect and process the following personal information from you:
Information you give to us:
This is information about you that you give us directly when you interact with us. You
may give it to us by filling out a form on our Site, corresponding with us by
phone, e-mail, or at an in-person event. It includes information necessary to
register for a subscription, pay for a subscription, or place an order for
other services we provide. It also includes information shared when you
participate in a discussion board, share on social media via our Site, enter a
competition or promotion, submit a query, report feedback about or a problem
within our Site, or any of the other Interactive Services (defined in the Terms
of Use). When you create an account for our Platform, we require you provide
first name, last name, and email address. When you purchase a subscription, we
will need payment and billing information, often including an address and
credit card information. Additionally, you can provide additional personal
information to complete a profile within our system.
Information
we collect about you from your use of our Site:
We will automatically collect information from you each time you visit our Site. This
includes technical information, information about your visit, and information
about your activity on our Site such as courses searched and viewed, page
response times, download errors, length of visit to certain pages, page
interaction information (such as scrolling, clicks, and mouseovers), methods to
browse to and away from a page, and methods used to contact our sales and
support teams. Technical information may also include the Internet protocol
address used to connect your computer to the Internet, your login information,
browser type and version, time zone setting, browser plug-in types and versions,
operating systems, and device platform.
Information we receive from other sources:
This is information we receive about you from third parties that we work closely with
to provide, promote, and improve our services. These third parties include
business partners, vendors who assist in technical and payment services,
advertising networks, analytics providers, and search information providers.
How we use the information we collect
Information you give to us:
ClayDesk
uses the personal information you provide in a manner that is consistent with
this Privacy Policy. We use your personal information to provide our services
on our Site, including services arising from any obligations set forth in a
contract between you and us. These services may include providing access to our
course library, administration of your account, billing, and notifying you of
changes to our service or your account. This data will also be used to allow
you to participate in the interactive features of our Site or to provide you
with information you may have requested from us, including whitepapers, access
to webinars, or the like.
We also use your personal information together with other personally non-identifiable
information to help us better understand our users, to personalize and improve
your experience with our Site, and to improve the content and functionality of
our Site. This may include providing information about our goods and services
that we feel may interest you and enhance your interaction with our Site. We
will communicate with you about these goods and services via email, direct
mail, telephone, or on our Site. These communications may include newsletters,
promotional emails, product updates, or market research requests. We will use
your information for this purpose only if you have given your consent to
receive marketing material from us at the point we collected your information,
where required by law, or otherwise in our legitimate interests, provided these
interests do not override your right to object to such communications.
Information we collect about you from your use of our Site:
We will use this information in our legitimate interests (where we have considered
these are not overridden by your rights), to administer our Site, and for
internal operations, including troubleshooting, data analysis, testing,
research, and statistical survey purposes. We will also use this information to
keep our Site safe and secure, for measuring the effectiveness of how we
present content and how we market and advertise. We use Internet protocol
addresses and non-personally identifiable information in our log files to
analyze trends, to administer our Site, to track users’ movements in and around
our Site, and to gather demographic information about our user base as a whole.
We also utilize unstructured machine learning technologies to understand user
behaviors and to provide user-specific recommendations and other
personalization of our Site experience.
Information we receive from other sources:
We will combine this information with information you give to us and information we
collect about you in our legitimate interests (where we have considered that
these are not overridden by your rights). We will use this information and the
combined information for the purposes set out above (depending on the types of
information we receive).
Who we give your information to
We consider your personal information to be a vital part of our relationship with
you and do not sell your personal information to third parties. There are,
however, certain circumstances in which we may share your personal information
with certain third parties, as follows:
Agents, Consultants and Related Third Parties:
We sometimes hire other companies to perform certain business-related functions,
such as sending email on our behalf, payment processing, or conducting market
research. We also share your email address with third parties, such as
Facebook, LinkedIn, and Twitter in order to provide custom marketing materials
for you on their platforms. When we employ another company to perform a
function of this nature, we only provide them with the information that they
need to perform their specific function. These companies are not permitted to
use any personal information that we share with them for any other purpose
aside from providing services to us.
Business Plans and Company Partnership Subscriptions:
We partner with certain third parties to provide our services to their employees
or their community members. As part of such partnerships, a third party may pay
for the subscription for its employees or community members or otherwise
contract with ClayDesk to make your subscription available to you, and ClayDesk
may share information about your use of our services with the third party. If
your subscription was provided by your employer or community sponsor (including
Company Partnerships as defined in the Terms of Use), we may share
information you provide, or information we may otherwise collect through your
registration and use of our services, with such third party. This information
may include course viewing history, course viewing time, course or assessment
completion, course quality ratings and feedback, certifications,
performance-related metrics, and other personal information.
Business Transfers:
As we develop our business, we might sell or buy businesses or assets. Your personal
information may be transferred to a buyer or other successor in the event of a
corporate sale, merger, reorganization, dissolution, or similar event in which
personal information held by us about our Site users is among the assets
transferred.
Legal Requirements:
In certain situations, ClayDesk may be required to disclose personal information
in response to lawful requests by public authorities, including to meet national
security or law enforcement requirements. We reserve the right to disclose your
personal information as required by law and when we believe that disclosure is
necessary to protect our rights or to comply with a judicial proceeding, court
order, or similar legal process served on us or our Site.
We will take reasonable steps to ensure that we only collect that personal information
that is relevant for the purposes for which it is to be used. Furthermore, we
will not process your personal information in a way that is incompatible with
these purposes.
Control of your information
When you register, or otherwise give us personal information, we will not share that
information with third parties without your permission, other than for the
limited exceptions already listed. It will only be used for the purposes stated
in this Privacy Policy. When ClayDesk is acting as a data processor,
we will only process personal information in accordance with the instructions
given by the data controller. When ClayDesk is acting as a
data controller, we will act in accordance with your permission to offer you
our services and as otherwise instructed by you. We will also give you the
ability to opt out before we disclose your personal information to a third
party or use your personal information for purposes that are fundamentally
different than the purpose for which it was originally created.
If you would like to discontinue receiving communications from us, you may update your
email preferences by using the “Unsubscribe” link found in emails we send to
you or on the Communications Preferences Dashboard located in your member
profile on our Site or by contacting us at support@ClayDesk.com.
Please note that we may not include the opt-out information in e-mails that are
transactional in nature and are not marketing communications (i.e., e-mails
concerning your order, the website’s Terms of Use, etc.). You will not have the
ability to opt-out of receiving transactional emails via the Communications
Preferences Dashboard. If you have questions or concerns regarding a
transactional e-mail, please contact us.
Your access to your information and how long we keep it
Upon request, ClayDesk will provide you with information about whether we hold, or
process on behalf of a third party, any of your personal information. To
request this information please contact us at support@ClayDesk.com.
We will provide you with the means to ensure that your personal information is correct
and current. If you have registered to use the Platform, we will provide a way for you to access and change your profile on our Platform. We will also allow you to completely delete your profile along with all personal information associated with that profile, although this option may significantly degrade your experience with our Platform. You may request deletion by accessing your
profile and clicking on the link available there. Alternatively, you may contact us at support@ClayDesk.com. We will respond to your request within a reasonable time frame. Requesting deletion of your account means your personal information is permanently deleted and cannot be retrieved.
If you would like to view your personal information that we hold at any time, you may
access your profile from our Site.
We retain your information while your account is active or as needed to provide you
services. Thereafter, we may retain certain personal information indefinitely
as necessary to comply with our legal obligations, resolve disputes, and
enforce our agreements. We may also retain aggregate information for research
purposes and to help us develop and improve our Site and services.
How we protect your information
The security of your personal information is important to us. When you enter
sensitive information (such as a credit card number) on our checkout page, your
information is sent over an authenticated and encrypted connection using
Transport Layer Security (TLS).
We store your personal information only on servers with limited access that are located
in controlled facilities, and use a variety of technologies and procedures
intended to protect your personal information from loss, misuse, unauthorized
access, disclosure, alteration and destruction. Nonetheless, no communication
via the Internet can ever be 100% secure, and no security measures can ever be
assured to be effective. Accordingly, you are advised to use caution and
discretion when determining what personal information to disclose to us.
If you have any questions about security on our Site, contact us as follows:
Email: support@ClayDesk.com
Phone: (703) 646-3043
Where we store your information
The data that we collect from you is transferred to, and stored at, a destination in the
United States. ClayDesk participates in and has certified its compliance with
the EU-U.S. Privacy Shield Framework and the Swiss-U.S. Privacy Shield
Framework. For more information on ClayDesk’s participation in EU-U.S. Privacy
Shield Framework and the Swiss-U.S. Privacy Shield Framework, please see below.
Use of Cookies
ClayDesk
and its affiliates use cookies or similar technologies to collect and store
certain information. These typically involve pieces of information or code that a website transfers to or accesses from your computer hard drive or mobile device to store and sometimes track information about you. Cookies allow us to create a unique device ID, enable you to be remembered when using that computer or device to interact with websites and online services, and can be used to manage a range of features and content, including storing searches and presenting personalized content.
The Site uses cookies to distinguish you from other users of our Site. This helps us to provide you with a good and personalized user experience when you interact with our Site and also allows us to improve our Site.
Most web browsers automatically accept cookies, but if you prefer, you can change your
browser to prevent that. We also give you information about how to disable cookies. However, you may not be able to take full advantage of our Site if you do so.
A number of cookies we use last only while you are on our Site and expire when you close
your browser or exit our Site Others are used to remember you when you return to our Site and will last for longer. We use these cookies on the basis that they are necessary for the performance of a contract with you, or because using them is in our legitimate interests (where we have considered that these are not overridden by your rights), and, in some cases, where required by law,
where you have consented to their use.
We use the following types of cookies:
Strictly
necessary cookies. These are cookies that are
required for the operation of our website and under our terms with you. They include, for example, cookies that enable you to log into secure areas of our website, use a shopping cart or make use of e-billing services.
Analytical/performance
cookies. They allow us to recognize and count the number of visitors and to see how visitors move around our website when they are using it. This helps us for our legitimate interests of improving the
way our website works, for example, by ensuring that users are finding what they are looking for easily.
Functionality
cookies. These are used to recognize you when you return to our website. This enables us, subject to your choices and preferences, to personalize our content, greet you by name and remember your
preferences (for example, your choice of language or region).
Targeting
cookies. These cookies record your visit to our website, the pages you have visited and the links you have followed. We will use this information subject to your choices and preferences to make our
Site and the advertising displayed on it more relevant to your interests. We may also share this information with third parties for this purpose.
We may also work with advertising networks that gather information about the content on our Site you visit and on information on other websites and services you visit. This may result in you seeing advertisements on our Site or our advertisements when you visit other websites and services of third parties. There you will find links for resources specifically for citizens of the United States, Canada, and the European Union.
Disabling cookies
The effect of disabling cookies depends on which cookies you disable but, in general, our Site may not operate properly if all cookies are switched off. If you only disable third party cookies, you will not be prevented from making purchases on our Site. If you disable all cookies, you will be unable to
complete a purchase on our Site.
If you want to disable cookies on our Site, you need to change your website browser settings to reject cookies. How you can do this will depend on the browser you use. Further details on how to disable cookies for the most popular browsers are set out below:
For Microsoft Internet Explorer:
- Choose the menu “tools” then “Internet Options”
- Click on the “privacy” tab
- Select the setting the appropriate setting
For Google Chrome:
- Choose Settings> Advanced
- Under “Privacy and security,” click “Content settings”.
- Click “Cookies”
For Safari:
- Choose Preferences > Privacy
- Click on “Remove all Website Data”
For Mozilla Firefox:
- Choose the menu “tools” then “Options”
- Click on the icon “privacy”
- Find the menu “cookie” and select the relevant options
For Opera 6.0 and further:
- Choose the menu Files”> “Preferences”
- Privacy
Where you have not set your permissions, we may also separately prompt you regarding our
use of cookies on our Site.
Except for essential cookies, all cookies used on our Site will expire after two
years.
Links to other websites
This Privacy Policy applies only to our Site. The Site may contain links to other
web sites not operated or controlled by us. The policies and procedures
described here do not apply to web sites or other services that ClayDesk does
not operate or control. These links from our Site do not imply that we endorse
or have reviewed those web sites or other services. We suggest contacting those
services directly for information on their privacy policies.
Information about our participation in Privacy Shield
ClayDesk participates in and has certified its compliance with the EU-U.S. and the Swiss-U.S. Privacy Shield frameworks. We are committed to subjecting all information received from the European Union (“EU”) and European Economic Area and Switzerland which constitutes “personal data” subject to the EU’s and Switzerland’s privacy laws (“EU and Swiss Personal Data”), in reliance on Privacy Shield, to the applicable Privacy Shield Principles. To learn more about Privacy Shield and to view our certification, visit the U.S. Department of Commerce’s Privacy Shield List https://www.privacyshield.gov/list). Our compliance with applicable Privacy Shield Principles is further described as follows:
Collection and use; Purpose. ClayDesk collects and
uses EU and Swiss Personal Data as described in the sections above about how we
collect and use personal information.
Third party disclosure. We may disclose EU
and Swiss Personal Data as described in the sections above about how and when
we disclose personal information.
Security. ClayDesk protects the security of EU and Swiss Personal
Data during transfer and storage as described in the sections above about how
we protect personal information.
Onward transfer. Where ClayDesk transfers personal
data from the EU or Switzerland, we do so under the Privacy Shield framework. ClayDesk
maintains contracts with third parties who act on behalf of ClayDesk and to
whom we transfer personal data that restrict their access, use, and disclosure
of personal data in compliance with our Privacy Shield obligations. ClayDesk
complies with the Privacy Shield Principles for all onward transfers of EU and
Swiss Personal Data, including the onward transfer liability provisions.
Access and choice. Residents of the EU and
Switzerland whose personal data ClayDesk has directly collected may request
access to, and the opportunity to correct, amend, or delete such personal data.
To submit such requests or raise any other questions, please contact us at support@ClayDesk.com.
ClayDesk reserves the right to take appropriate steps to authenticate an
applicant’s identity and charge a reasonable fee before providing access and deny
requests, except as required by the Privacy Shield principles.
Recourse; enforcement; liability. ClayDesk
complies with the Privacy Shield Principles for recourse, enforcement and
liability. ClayDesk uses a third party (outside compliance review) agent to
assure compliance with this Privacy Policy and periodically verifies that this
Privacy Policy is accurate, comprehensive for the information intended to be
covered, prominently displayed, completely implemented and accessible and in
conformance with Privacy Shield principles. You may direct inquiries or
complaints concerning our Privacy Shield compliance to support@ClayDesk.com.
ClayDesk will respond within 45 days. If we fail to respond or if our response
did not satisfactorily address your concern, you may file a report with our
U.S.-based third party dispute resolution provider (free of charge) at https://feedback-form.truste.com/watchdog/request.
ClayDesk has further committed to cooperate with the panel established by the
EU data protection authorities (DPAs) with regard to unresolved Privacy Shield
complaints concerning human resources data transferred from the EU in the
context of the employment relationship. Under certain conditions, more fully
described on the Privacy Shield website at https://www.privacyshield.gov/article?id=How-to-Submit-a-Complaint,
you may invoke binding arbitration when other dispute resolution procedures
have been exhausted.
Jurisdiction. With respect to EU and Swiss Personal Data received or transferred
pursuant to the Privacy Shield framework, ClayDesk is subject to the regulatory
investigation and enforcement powers of the U.S. Federal Trade Commission.
Public forums
The Site may, from time to time, make chat rooms, message boards, news groups, or other
public forums available to its users, whether by way of our own services or by
way of the services or features of a third party. Any information that is
disclosed in these areas becomes public information and you should exercise
caution when using these areas and avoid posting any personal or sensitive
information. If a separate login is required to use these areas, please be
aware that you may need to also log out separately.
Payment processing
When you purchase a subscription directly from ClayDesk, payment details you provide in
the designated checkout page on our Site will be encrypted using the Transport
Layer Security (TLS) protocol before they are submitted to us over the
internet. Payments made on our Site are made through one of our payment gateway
providers, Stripe, Cybersource, Adyen, or PayPal (“Payment Processors”),
which may be changed from time to time. You will be providing credit or debit
card information directly to the Payment Processor which operates a secure
server to process payment details, encrypting your credit/debit card
information and authorizing payment. Information which you supply to the
Payment Processor is not within our control and is subject to the Payment
Processor’s own privacy policy and terms and conditions.
Information about enforcement and dispute
resolution
We will conduct compliance audits of our relevant privacy practices to verify
compliance with this Privacy Policy. Any ClayDesk employee that we determine
has acted in violation of this Privacy Policy will be subject to disciplinary
action up to and including termination of employment.
Any questions or concerns regarding our use or disclosure of personal information
should be addressed to Customer Support at support@ClayDesk.com.
We will investigate and attempt to resolve any complaints and disputes regarding
the use and disclosure of personal information in accordance with the
provisions of this Privacy Policy.
ClayDesk has committed to refer unresolved Privacy Shield complaints to TRUSTe, an
alternative dispute resolution provider located in the United States. If you do
not receive timely acknowledgement of your complaint from us, or if we have not
resolved your complaint, please contact TRUSTe for more information or to file
a report. The services of TRUSTe are provided at no cost to you.
Changes to this Privacy Policy
As our Site evolves, this Privacy Policy will need to evolve as well to cover new
situations. To ensure that you are kept informed of changes, check this Privacy
Policy periodically as we will update the date at the top of the document any time,
we make a change. If we make material changes to this Privacy Policy, we will
post the revised policy on this page and will send a notice via email or our
Site to all registered users of the Platform. Your continued use of our Site
after any such changes constitutes your acceptance of the new Privacy Policy.
If you do not agree to abide by these or any future version of the Privacy
Policy, you do not have permission to use or access (or continue to use or
access) our Site.
Contact us
Questions or comments regarding this Privacy Policy should be submitted to ClayDesk by
e-mail or phone as follows:
Email: support@ClayDesk.com
Phone: (703) 646-3043
Physical
Address: 5001 Seminary Road, 1416, Alexandria, VA 22311
[END OF PRIVACY POLICY]
ClayDesk Instructor Terms and Conditions
1. Instructor Obligations
As an instructor, you are responsible for all content that you post, including lectures, quizzes, coding exercises, practice tests, assignments, resources, answers, course landing page content, and announcements (“Submitted Content“).
You represent and warrant that:
- you will provide and maintain accurate account information;
- you own or have the necessary licenses, rights, consents, permissions, and authority to authorize ClayDesk to use your Submitted Content as specified in these Terms and the Terms of Use;
- your Submitted Content will not infringe or misappropriate any third party’s intellectual property rights;
- you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to teach and offer the services that you offer through your Submitted Content and use of the Services; and
- you will respond promptly to students and ensure a quality of service that corresponds with the standards of your industry and instruction services in general.
You warrant that you will not:
- post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
- post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Services or to any user;
- use the Services for business other than providing tutoring, teaching, and instructional services to students;
- engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording;
- frame or embed the Services (such as to embed a free version of a course) or otherwise circumvent the Services;
- impersonate another person or gain unauthorized access to another person’s account;
- interfere with or otherwise prevent other instructors from providing their services or courses; or
- abuse ClayDesk resources, including support services.
2. License to ClayDesk
You grant ClayDesk the rights detailed in the to offer, market, and otherwise exploit your Submitted Content, and to sublicense it to students for these purposes directly or through third parties. This includes the right to add captions or otherwise modify content to ensure accessibility.
You have the right to remove all or any portion of your Submitted Content from the Services at any time with explicit notice.
We reserve the right to remove courses, suspend payouts, and/or ban instructors for any reason at any time, without prior notice, including in cases where:
- an instructor or course does not comply with our policies or legal terms (including the Terms of Use);
- a course falls below our quality standards or has a negative impact on the student experience;
- an instructor engages in behavior that might reflect unfavorably on ClayDesk or bring ClayDesk into public disrepute, contempt, scandal, or ridicule;
- an instructor engages the services of a marketer or other business partner who violates ClayDesk’s policies; or
- as determined by ClayDesk in its sole discretion.
We may record all or any part of your Submitted Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. You grant ClayDesk permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, your Submitted Content, or ClayDesk’s content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.
3. Payments
3.1 Revenue Share
When a student purchases/subscribes your course, we calculate the gross amount of the sale as the amount actually received by ClayDesk from the student (“Gross Amount“). From this, we subtract any Transaction Taxes, any mobile platform fees applied to mobile application sales, a 3% administrative and handling fee for any non-mobile-app sales, and any amounts paid to third parties along with 10% course promotion/ad fee in connection with the Promotional Programs to calculate the net amount of the sale (“Net Amount“).
You will receive 50% of purchase/subscription price less above stipulated fee structure.
3.2 Receiving Payments
For us to pay you in a timely manner, you must own a PayPal or Payoneer account in good standing and must keep us informed of the correct email associated with your account. You must also provide any identifying information or tax documentation necessary for payment of amounts due, and you agree that we have the right to withhold appropriate taxes from your payments. We reserve the right to withhold payments or impose other penalties if we do not receive proper identifying information or tax documentation from you. You understand and agree that you are ultimately responsible for any taxes on your income.
Depending on the applicable revenue share model, payment will be made within 60 days of the end of the month in which (a) we receive the fee for a course or (b) the relevant course consumption occurred.
3.3 Refunds
You acknowledge and agree that students have the right to receive a refund. Instructors will not receive any revenue from transactions for which a refund has been granted under the Terms of Use.
If a student asks for a refund after we have paid the relevant instructor payment, we reserve the right to either (1) deduct the amount of the refund from the next payment sent to the instructor or (2) where no further payments are due to the instructor or the payments are insufficient to cover the refunded amounts, require the instructor to refund any amounts refunded to students for the instructor’s courses.
4. Relationship Between Us
You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.
5. How to Contact Us
The best way to get in touch with us is to contact our support team at support@claydesk.com. We’d love to hear your questions, concerns, and feedback about our Services.