exoclass.io and exoclass.com Terms and Conditions
2023-01-01 Version of the Terms and Conditions. Date of entry into force: 2023-01-01
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING, LOGGING IN, BROWSING AND OTHERWISE USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DISAGREE WITH BEING BOUND BY THESE TERMS, PLEASE DO NOT REGISTER, ACCESS, OR OTHERWISE USE THE PLATFORM.
I. GENERAL INFORMATION
I.1. The online platform administered by Exoclass, UAB (hereinafter referred to as “EXOCLASS“) at www.exoclass.io (hereinafter referred to as the “Platform“) connects service providers (hereinafter referred to as the “Service Providers“) wishing to provide services of various educational activities, non-formal children’s education, groups, classes, etc., for children, youth and adults (hereinafter referred to as the “Services“) and customers wishing to participate in such activities (hereinafter referred to as the “Customers”).
I.2. By accessing or using the EXOCLASS Platform, you agree to be bound by these terms and conditions (“Terms“) and the EXOCLASS Privacy Policy (“Privacy Policy“).
I.3. These Terms exclusively define the terms and conditions of use of the Platform and constitute a binding legal agreement between EXOCLASS and users of the Platform. These Terms do not constitute an agreement between EXOCLASS and the Service Provider and the Customer for the provision of the Services – the Service Provider and the Customer shall enter into a bilateral agreement for the provision of the Services. EXOCLASS is not the Service Provider or the Customer and acts only as an intermediary between the Service Providers and the Customers. The Service Providers provide all the Services listed/published on the Platform. All Services are provided directly between the Service Provider and the Customer. EXOCLASS performs only limited intermediary functions in connecting Service Providers and Service Customers, such as providing Service Providers with access to posting advertisements for the Services, allowing Customers to register for the Services, arranging payments and other functions as set out on the Platform.
I.4. EXOCLASS is not a party to the Service agreement between the Service Provider and the Customer. Still, EXOCLASS shall have the rights set out in these Terms, e.g., to collect payments for the Services from the Customers on behalf of the Service Providers, and to transfer them to the Service Provider, to deduct the fees for the use of the Platform from the revenues collected, etc.
I.5. These Terms shall commence when an individual user registers an account on the Platform and shall remain in force indefinitely unless terminated by these Terms.
I.6. EXOCLASS notes that it collects payments from Customers only on behalf of the Service Provider, for the purposes of the performance of the Service contract between the Service Provider and the Customer. Amounts collected by EXOCLASS from the Customers shall be collected solely for the benefit of the Service Provider for the purpose of remitting the amount collected from the Customer for the Service ordered.
I.7. If you are using any Service as an employee, agent or contractor of a corporation, partnership, or similar entity, then you represent and warrant that you have the authority to sign and bind such entity to the Terms.
I.8. EXOCLASS may change these Terms from time to time and will notify you by posting the revised version on its Platform. The amended Terms will become effective upon posting. Your continued use of the Platform and the Services will signify your acceptance of the amended Terms (if the Platform provides a different method of accepting the updated Terms, the acknowledgement of acceptance of the updated Terms on the Platform will signify the user’s acceptance of the updated version of the Terms).
I.9. EXOCLASS reserves the right to modify or discontinue, temporarily or permanently, the Platform or any part of the Platform at any time for any reason without additional notice.
I.10. EXOCLASS carries out regularly scheduled maintenance. While we try to avoid customer impact, the Platform and the Services of Service Providers provided through the Platform may be temporarily unavailable during maintenance periods, or in the event of various network or other disruptions to the Platform, the servers on which the Platform is hosted.
II. PLATFORM
II.1. EXOCLASS is a Platform on which registered Service Providers can offer Services, and Customers can order Services from Service Providers.
II.2. EXOCLASS is not responsible for the pricing of the Services and does not regulate the prices of the Services (i.e., the price paid by Service Providers for the Services). The Service Provider determines the cost of the Services.
II.3. EXOCLASS, as a Platform, is not the provider of the Services offered by Service Providers on the Platform unless expressly stated in the list of Services.
II.4. EXOCLASS may charge Service Providers and Customers fees for using the Platform and other Platform services. The fees charged by EXOCLASS to Service Providers and Customers are outlined on the Platform or in agreements between EXOCLASS and Service Providers and Customers.
II.5. EXOCLASS is a platform, which means that EXOCLASS is an intermediary between Service Providers and Customers. EXOCLASS does not represent any Service Provider on the Platform.
II.6. The Service Providers may only offer Services that do not violate these Terms and the law.
II.7. EXOCLASS does not control or guarantee the existence, quality, security or legality of the Services, the correctness or accuracy of the content or postings of the Services on the Platform, or the ability of the Service Provider to provide the Services or the ability of the Customers to pay for them, or the completion of the transaction between the Service Provider and the Customer.
II.8. Service Providers can place adverts for Services on the Platform, and Customers can register for Services. The Platform may also provide additional functionalities such as administering payments for Services, collecting payments from Customers, facilitating communication between Service Providers and Customers, etc. The functionality of the Platform may be subject to unilateral change by EXOCLASS. Users shall use the Platform on an “as is” basis. Neither EXOCLASS nor the Platform undertakes to provide any functionality to users.
II.9. EXOCLASS may modify or cancel features or integrations of the Platform at any time without further notice.
II.10. The Platform may have interfaces (integrations) with third-party software, and the Platform may contain links to other websites and services. EXOCLASS is not responsible for the security of third-party integrations, services and products or the maintenance of such integrations, services and products, nor does EXOCLASS makes any warranty of quality, performance or otherwise concerning third-party products and services.
III. ACCOUNT REGISTRATION
III.1. To list, offer or order Services on the Platform, users must register an account (“Account“) on the Platform and agree to these Terms and any additional EXOCLASS terms or policies (e.g., Privacy Policy), if applicable, and the user’s acceptance of these Terms and policies is required at the time of registering on the Platform, or at any time upon request by EXOCLASS.
III.2. Users can create two types of Accounts on the Platform: a) Service Provider Account; b) Customer Account.
III.3. Users seeking to register an Account on the Platform confirm that they can acquire civil rights and create civil obligations by their actions, i.e., that they have civil capacity, and in case of the contrary, they shall bear all the negative consequences arising therefrom. If a User cannot enter into a legally binding agreement, the User’s parent or another legal representative may register the Account on the User’s behalf and use the Platform on the User’s behalf (upon proof of this).
III.4. If a user registers on the Platform on behalf of a business entity, the person registering must declare that they have the authority to bind that entity legally and, if requested by EXOCLASS, must provide a power of attorney confirming this.
III.5. By registering an Account, user must provide complete and accurate information necessary to offer, order, provide and pay for the Services. If the registration or payment information changes at any time, the user must update their Account details without delay.
III.6. Users acknowledge that EXOCLASS may recover from any payment method specified by the user at the time of registration of the Account any amounts due to EXOCLASS, costs incurred by EXOCLASS, or other losses caused by the user as a result of the user’s violation of these Terms.
III.7. Users may be permanently or temporarily denied access to the Platform by EXOCLASS’s unilateral decision without any reason and/or prior notice.
III.8. Access to the Platform is protected by a password or by other means (if any) specified on the Platform. The security of the password and other login details is the responsibility of the users who registered the Account. EXOCLASS recommends that Users change their Account password regularly. Account passwords may not be transferred to third parties. The Account password must only be used to log in to the Platform. Users are solely responsible for all actions performed using their password and Account. Users are encouraged to change their Account login password immediately if it becomes known to unauthorised persons. The login password may not be shared or otherwise distributed. Accounts are not transferable to another party (user).
III.9. Failure to comply with the Terms may result in the user’s Account being temporarily or permanently removed from the Platform by EXOCLASS’s unilateral decision without notice.
IV. SERVICE PROVIDER
IV.1. Service Providers must comply with all applicable laws and Terms when offering Services, creating activities, or submitting any other offerings and content to the Platform.
IV.2. By listing a Service on the Platform, the Service Provider is offering to provide the Services for a specified price or free of charge.
IV.3. When creating a Service offering (activity), the Service Provider shall upload the Service Contract to the relevant location on the Platform (where such functionality is provided), which shall be concluded with the Customer before the provision of the Services.
IV.4. Where the Customer accepts the Service Provider’s offer and confirms (signs) the Service Contract on the Platform or by the means indicated, the Service Provider contractually undertakes to provide the Services precisely as set out in the offer and the Service Contract. The Customer undertakes to pay the price for the Services.
IV.5. The Service Provider is prohibited from providing the Services to the Customer unless the Customer has read and signed the Service Contract. As the Service Contract is concluded directly between the Service Provider and the Customer, the Service Provider is legally obliged to inform the Customer of all terms and conditions for the provision of the Services, termination of the Services, withdrawal from the Service Contract and any other terms and conditions for the provision of Services. EXOCLASS assumes no responsibility for informing the Customer.
IV.6. The Service Provider is responsible for monitoring its Service offers, the number of group seats and other relevant Service offering data and ensuring that all Service offers are accurate.
IV.7. Service Providers are prohibited from publishing offers of these Services on the Platform:
IV.7.1. Events or other activities that require licenses, permits or other consents from any government, regulator, or other body and the Service Provider does not have such licenses/permits/consents;
IV.7.2. Any other unlawful Services.
IV.8. When uploading a Service offer to the Platform, it is necessary to provide accurate and complete information about the Services, including but not limited to: a description of the Service, the relevant timetable, the location where the Services are to be provided, the requirements for the provision of the Services, the number of available places, etc.
IV.9. The Service Provider must draw attention to all relevant mandatory disclosures about the Services, including, but not limited to, the following:
IV.9.1. Age restrictions;
IV.9.2. If the Customer needs personal equipment for the provision of the Services that is not provided by the Service Provider (e.g., clothing);
IV.9.3. Other requirements (e.g., health check-up documentation);
IV.9.4. Other disclosures without which the Service Provider would not be able to commence or duly perform its obligations under the Service contract to the Customer under the applicable law.
IV.10. If the Service Provider does not comply with all the requirements of this Section when posting offerings on the Platform, the proposals for the Services may not be displayed on the Platform, the sale of the Services may be cancelled, the Service Provider may not be paid, the Service Provider may be subject to additional fees, or the Service Provider may be subject to any other consequences as set out in these Terms.
IV.11. EXOCLASS does not guarantee that the Customers will order the Services or that the list of Service offerings will be displayed on the Platform for a certain period after it is published or in a particular order in the Platform search results. In no event will EXOCLASS provide compensation for unsold Services, even if this is due to the unavailability of the Platform due to malfunction, maintenance, delays in the listing, or other disruptions and errors of the Platform.
IV.12. The Service Provider must immediately inform EXOCLASS and the Service Provider if:
IV.12.1. cannot provide the Services;
IV.12.2. there are changes in the time, place or other terms and conditions of the provision of the Services.
IV.13. Except as required by law, EXOCLASS is not responsible for the accuracy or appropriateness of the payment of any applicable fees on behalf of the Service Provider. The Service Provider is responsible for collecting and remittance to tax authorities of all applicable international, federal, state, or municipal taxes and fees in connection with the provision of the Services.
IV.14. Where a Service Provider breaches these Terms, the Service Provider may be subject to the following consequences (or a combination thereof):
IV.14.1. Warnings;
IV.14.2. Removing Service offers;
IV.14.3. Cancellation of a Service booking;
IV.14.4. Withholding payments;
IV.14.5. Temporary or permanent suspension of an Account;
IV.14.6. any other consequences set out in these Terms, other agreements between the parties, or by law.
V. THE CUSTOMER
V.1. Customers must comply with all applicable laws and Terms when using the Platform and the Services.
V.2. By placing an order, the Customer enters into a binding contract with the Service Provider for the provision of the Services. EXOCLASS is not a party to the Service Agreement.
V.3. The Service Provider is prohibited from providing the Services to the Customer unless the Customer has read and signed the Service Contract.
V.4. The Customer shall, in all cases, ascertain which entity is the provider of the Services (i.e., who provides the Services). If the Customer cannot determine such information from the offer
(advertisement) of the Services or any other information on the Platform, the Customer shall immediately (and in any event before the ordering of the Services) contact EXOCLASS.
V.5. The Customer and the Service Provider are each individually responsible for ensuring that the Service Provider makes the Customer aware of the Service Provider’s terms, conditions and Terms for the provision of the Services.
V.6. The provision of the Services may be subject to the safety and health regulations (including, but not limited to, those relating to the COVID-19 pandemic) of the location where the Services are provided, which may include, but are not limited to, health screening or vaccination requirements. The Customer acknowledges that the Service location and the Service Provider may further develop and update these Terms during the period from the time the Services are requested to the date the Services are provided, for example, due to the uncertainty or changing nature of the COVID-19 pandemic, or due to other safety or health concerns. The Customer acknowledges and agrees to comply with such policies when ordering the Services. If the provision of the Services is cancelled due to (i) the Customer’s willful failure or refusal to comply with any of the Safety and Health Policies of the Service Location and Service Provider, or (ii) the Customer’s failure to have any health screenings or vaccination status required by the Service Location and Service Provider, the Customer will not be entitled to receive any compensation for the failure to provide the Services.
VI. PLATFORM FEES AND PAYMENT PROCEDURE
VI.1. Subject to a separate agreement between EXOCLASS and the Service Providers, the Service Providers may be subject to fees for the use of the Platform, which may consist of: a) a fixed, individually determined monthly fee for the Platform Services; b) a fee per Customer who has ordered and paid for the Services; c) other fees, if agreed in advance.
VI.2. EXOCLASS may charge the Service Provider advance payments (fees) for the use of the Platform, which are non-refundable in the event of cancellation of the Services by the Customer or cancellation of the Services by the Service Provider unless otherwise agreed in writing by the parties in advance.
VI.3. EXOCLASS reserves the right to unilaterally change the Platform fees by giving the Service Provider 30 (thirty) calendar days’ notice unless otherwise agreed in writing between EXOCLASS and the Service Provider. If the Service Provider disagrees with the change/increase of the Platform Fees, the Service Provider’s Account may be temporarily or permanently terminated by a unilateral decision of EXOCLASS after a period of 30 (thirty) calendar days.
VI.4. The use of the Platform is free of charge for Customers.
VI.5. Payments made by Customers for Services purchased on the Platform shall be processed by EXOCLASS or a payment partner (third party) engaged by EXOCLASS on behalf of the Service Provider and transferred to the Service Provider. EXOCLASS may collect payments for the Services from the Customers to the Service Providers and transfer such payments to the Service Provider based on these Terms or an individual contract concluded between EXOCLASS and the Service Provider. The Service Provider confirms that the payment method for the Services as set out in this clause is entirely acceptable to the Service Provider.
VI.6. The Service Provider may appoint EXOCLASS as its payment collection agent to receive funds from Customers on behalf of the Service Provider. The Service Provider agrees that any payment made by the Customer to EXOCLASS shall be treated in the same way as a payment made directly to the Service Provider, and the Service Provider shall allow the Customer to use the Services in the manner agreed as if the Service Provider had received the payment directly from the Service Provider.
VI.7. The Service Provider understands that EXOCLASS’s obligation to pay the Service Provider is contingent upon the Customer’s receipt of the ordered Services from the Service Provider. EXOCLASS guarantees payment to the Service Provider only for amounts received by EXOCLASS from the Customer. By agreeing to be appointed as the Service Provider’s payment collection agent, EXOCLASS accepts no liability for any acts or omissions of the Service Provider.
VI.8. The price of the Services offered by the Service Provider on the Platform shall be the final price of the Services, inclusive of all taxes and charges.
VI.9. The Customer may pay the order amount, including any applicable Service Fees, using one of the payment methods specified and accepted on the Platform. The Customer’s obligation to pay for the Services shall be discharged upon receipt of full payment by EXOCLASS.
VI.10. Payment processing services may be provided by EXOCLASS’s external (third party) payment partner and may be subject to the terms and conditions of that payment processing partner. By accepting these Terms or by continuing to act as a Service Provider on the Platform, the Service Provider agrees to be bound by the terms of use of the external payment partner.
VI.11. Users must provide the correct information to EXOCLASS for payment transactions to be executed correctly.
VI.12. Users agree to receive invoices and other accounting documents from EXOCLASS for the use of the Platform electronically using the contact details provided by the User or on the Platform.
VII. TAXES
VII.1. Service providers are responsible for paying all taxes on their activities, i.e., for collecting and remittance of such taxes. All applicable taxes shall be included in the price of the Services, i.e., the price quoted by the Service Provider for the Services is final. The Service Provider agrees to provide EXOCLASS with a tax identification number and to provide this information to the relevant tax authorities, where applicable.
VII.2. Users agree that EXOCLASS is not responsible for paying fees to any entity on behalf of the user. Users indemnify and hold EXOCLASS and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless from and against all liabilities, costs, interest and expenses (including reasonable attorneys’ fees) incurred by EXOCLASS and arising from any third-party or governmental claims, relating to (i) any local, regional, national or international tax liability or amounts due or payable under any tax regulation, law, order or decree, or (ii) any dispute regarding the tax status of EXOCLASS.
VIII. CANCELLATIONS, POSTPONEMENTS AND AMENDMENTS
VIII.1. EXOCLASS shall not be liable for any cancellation, postponement, or other change in the status of the Services on the Platform.
VIII.2. In the event of cancellation, postponement or modification of the Service, the Service Provider and the Customer must immediately inform EXOCLASS. If the Customer cannot accept the Services (e.g., to participate), the Customer must notify the Service Provider.
VIII.3. Service Providers and Customers must agree on the terms and conditions for cancellation and refund of the Services.
VIII.4. If the Service Provider cancels the provision of the Services for any reason and requires the Service Provider (or EXOCLASS) to reimburse the amounts paid for the Services, EXOCLASS reserves the right to deduct the Platform usage fees from the payments collected for the Service Provider. In such event, the Service Provider undertakes to indemnify and hold EXOCLASS harmless against any claims, actions or other demands concerning the recovery of payments for the Services from the Customer.
VIII.5. The Service Provider shall be liable to compensate, at its own expense and on its initiative, for any losses incurred by the Customer and EXOCLASS because of the cancellation, postponement, or modification of the Services.
IX. SEARCH RESULTS RANKING
IX.1. Customers of the Services may search EXOCLASS for a specific Service Provider, Service, or type of Service, or other search results according to the search categories specified on the Platform.
IX.2. EXOCLASS does not guarantee the accuracy of the information provided by Service Providers to the Platform, nor does it ensure that the most relevant search result for the Services will be displayed to the Service Provider based on the Service Provider’s search keywords or other criteria.
IX.3. The search ranking of service offerings in search results depends on various factors:
IX.3.1. by search keywords;
IX.3.2. from the lowest to the highest price, or vice versa;
IX.3.3. by popularity;
IX.3.4. by rating (if available);
IX.3.5. by category;
IX.3.6. by location (city) where the Services are provided;
IX.3.7. other factors.
IX.4. If certain Service Providers or certain Service offerings (advertisements) of Service Providers are displayed in higher positions in the search results on the Platform compared to other Service Providers or Service offerings on account of paid advertising, payment to the Platform, or any other privileges applicable to a Service Provider, such information shall be displayed on the Platform next to the advertisement of the respective Service Provider.
IX.5. If the Platform has a negative ranking of search results, i.e., the Service Provider or the Service Provider’s Service offering is displayed lower in the search results due to certain criteria (e.g., the Service
offering is displayed at the bottom of the search results due to poor reviews):
IX.5.1. Service Providers shall be informed of the negative ranking by means of a separate message on the Platform or via the contact details provided by the Service Provider.
IX.5.2. Customers shall be informed of the negative search ranking applied to Service Providers and/or Service offers on the Platform either in the search bar or on the search results page (Platform window).
X. CONTENT ON THE PLATFORM
X.1. Any content, including images, text, audio recordings or other material submitted (“Content“), is the responsibility of the users (i.e., the persons who have an Account on the Platform) who uploaded such Content.
X.2. By submitting Content to the Platform, users grant EXOCLASS a non-exclusive, worldwide, perpetual (or during the term of any copyright or other rights in such Content), irrevocable, royalty-free, transferable, sub-licensable (on multiple levels) right to use, reproduce, distribute, create derivative works from, publicly perform, display, store or publish such Content, by any means, in any medium, now known or hereafter developed. Users grant EXOCLASS the right to use the user’s name or likeness in conjunction with the User Content. Users waive their rights in the Content to the fullest extent permitted by applicable law. They agree not to make any claim against EXOCLASS, its sub-licensees or assign in respect thereof.
X.3. EXOCLASS is free to use the Content for marketing purposes without any restrictions.
X.4. Users represent and warrant that the Content: (a) is owned or controlled by the user or the user controls all necessary rights to it; (b) does not infringe, misuse, or violate any third party’s rights, including intellectual property, privacy, or publicity rights; (c) is accurate and is not obscene, false, defamatory or offensive; and (d) will not cause damage to any person, entity or the Platform. The user will indemnify EXOCLASS against any claims relating to its Content.
X.5. EXOCLASS shall have the right, but not the obligation, to monitor and, at its sole discretion, edit or remove Content, including, without limitation, feedback from Customers about Service Providers and the Services.
X.6. The Content is non-confidential unless otherwise agreed in advance between the Content owner and EXOCLASS, and EXOCLASS shall not be liable for any use or disclosure thereof.
X.7. If users submit ideas, proposals, documents, and applications to EXOCLASS, they do so voluntarily and without expectation of confidentiality or remuneration for such submissions. By submitting such ideas, users grant EXOCLASS ownership of the ideas to use them for any purpose, in any manner, without obligation or remuneration.
XI. PRIVACY
XI.1. EXOCLASS protects users’ personal data following the General Data Protection Regulation (“GDPR”). EXOCLASS processes the personal data provided by users only to use the EXOCLASS service and communicate with users in this respect.
XI.2. For more information: exoclass.io/privacy.
XII. ABUSE
XII.1. By using the Platform and the Services, users agree to refrain from any of the following:
XII.1.1. contact with other users of the Platform for any reason other than the purpose for which the user obtained the other user’s contact information from EXOCLASS or to sell the Services outside the Platform;
XII.1.2. use the Customer’s personal data for reasons other than the provision of the Services, unless the Customer consents otherwise in writing;
XII.1.3. treat other users of the Platform with disrespect;
XII.1.4. Violate any Terms in the course of providing the Services, or violate any applicable third party terms of service;
XII.1.5. violate or circumvent any laws or third-party rights;
XII.1.6. publish Content that is false, inaccurate, misleading, deceptive, defamatory or offensive;
XII.1.7. fail to fulfil any contractual obligations in connection with the provision or order of the Services;
XII.1.8. use EXOCLASS trademarks and intellectual property without the prior written permission of EXOCLASS;
XII.1.9. copy, reproduce, reverse engineer, modify, create derivative works from, distribute or publicly display any content or software on the Platform or the Services without the prior express written permission of EXOCLASS and the relevant third party;
XII.1.11. take any action that imposes or may impose (as determined by EXOCLASS in its sole discretion) an unreasonable or disproportionately heavy load on the Platform infrastructure;
XII.1.12. interfere or attempt to interfere with the proper working of the Platform or the Services or with any activity conducted on the Platform or the Services;
XII.1.13. circumvent the Platform’s robot removal headers, robots.txt terms, or any other means that the Platform may use to prevent or restrict access to the Platform or Services;
XII.1.14. commercialise any EXOCLASS applications or any information or software related to such applications;
XII.1.15. export or re-export any EXOCLASS programs or tools, except with the prior consent of EXOCLASS and in compliance with the export control laws and published Terms and restrictions of any relevant jurisdiction;
XII.1.16. or take any other action that, in EXOCLASS’s reasonable judgment, results in your misuse of the Platform or the Services or otherwise adversely affects the Platform.
XII.2. To protect the Customers and Service Providers, EXOCLASS may review the advertisements/offers of the Services for fraudulent activity, which may result in the cancellation of the offers or advertisements and the suspension or removal of users’ Accounts, either temporarily or permanently.
XIII. INFRINGEMENT OF THE TERMS
XIII.1. EXOCLASS may investigate any possible or suspected violations of the Terms, the Privacy Policy, security protocols or best practices, rights of third parties or applicable laws, or any actions or any other misconduct or possible abuse of the Services.
XIII.2. EXOCLASS may take any action it deems appropriate in relation to the conduct described above. Without limiting any other remedies, these actions may include: Restricting, suspending or terminating the Services and user Accounts; restricting or denying access to the Platform and the Services and user activity thereon; removing postings or reviews on the Services; requiring the editing of postings, cancel sales of the Services, delay or remove hosted content, revoke any special status associated with a user’s Account, and reduce or eliminate any promotions, withhold payment, recover from the designated payment method any amounts due or costs incurred by EXOCLASS as a result of the user’s misconduct (including, without limitation, any costs associated with the collection of overdue user accounts or refundable fees, and any replacement costs), and take technical and legal measures to prevent the user from using the Platform.
XIII.3. EXOCLASS reserves the right to report any activity that EXOCLASS believes is illegal or violates these Terms.
XIV. TERM AND TERMINATION
XIV.1. These Terms shall commence upon the user’s registration of an Account on the Platform. They shall remain in force indefinitely unless terminated by the provisions of these Terms.
XIV.2. If a user requests EXOCLASS to close/delete their Account, EXOCLASS will treat this request as a termination of these Terms, and the user’s Account will be deleted.
XIV.3. EXOCLASS may terminate these Terms at any time without cause by giving at least thirty (30) days’ notice by email to the registered email address of the user. After that, the User’s Account will be deleted.
XIV.4. The Service Provider shall, at the latest before the removal of the Account, delete or retrieve the data contained in the Account. EXOCLASS does not guarantee the retention or transfer of the Service Provider’s data once the Account has been removed from the Platform.
XIV.5. Termination of these Terms shall not affect the rights or obligations of either party arising before the date of termination or expiry, including the date of termination or expiry, and any terms expressly or impliedly intended to survive termination or expiry.
XV. APPLICABLE LAW, JURISDICTION, AND DISPUTE RESOLUTION
XV.1. These Terms have been drawn up following the laws of the Republic of Lithuania.
XV.2. All disputes between Service Providers and Customers shall be settled following the law applicable to the conflict between the Service Provider and the Customer, which the territorial jurisdiction shall determine.
XV.3. Disputes between EXOCLASS and the Service Providers shall be settled in the courts of the Republic of Lithuania by the registered office of EXOCLASS.
XV.4. Disputes between EXOCLASS and the Services Customers shall be settled in the jurisdictions provided by the laws of the Republic of Lithuania or the European Union.
XV.5. This section of the Terms shall apply to a user only if the user is domiciled or established in the Republic of Lithuania:
XV.5.1. EXOCLASS is committed to participating in a consumer-friendly dispute resolution procedure. If the user (consumer) disagrees with the decisions taken by EXOCLASS, they may complain directly to EXOCLASS. If the user disagrees with EXOCLASS’ response to a written complaint, the user (natural person, consumer) may submit a request/complaint about EXOCLASS’ decisions/actions to the State Consumer Rights Protection Authority (Vilniaus g. 25, LT-01402 Vilnius, Republic of Lithuania, e-mail: [email protected], tel. 85 262 67 51, fax. (85) 279 1466, via the online platform www.vvtat.lt (as well as to the territorial offices of the State Consumer Rights Protection Service in the counties) – or by filling in the application form on the EGS (the European Commission’s online dispute resolution platform) https://ec.europa.eu/odr/.
XV.5.2. The user (consumer) may also apply to the competent court of the consumer’s place of residence or the competent court of the address of the registered office of EXOCLASS. If EXOCLASS wishes to enforce any of its rights against the User as a consumer, EXOCLASS may only do so in the courts of the jurisdiction in which the user resides.
XVI. ACCOUNTABILITY
XVI.1. The Platform does not provide users with any warranties concerning the software, services, Content, or performance of the Service Providers or Customers as agreed. EXOCLASS does not guarantee that EXOCLASS will always be available.
XVI.2. To the fullest extent permitted by law, EXOCLASS (including any of its service providers and licensors) shall not be liable for: (a) any indirect damages; (b) lost profits, goodwill or other intangible losses; (c) damages related to (i) users’ access to, use of, or inability to access the Platform or the Services; (ii) viruses or other malware obtained by accessing the Platform, services or tools linked to the Platform or the Services; (iii) any user Content or third party content.
XVI.3. EXOCLASS assumes no liability for any wrongful acts or omissions of any third parties, EXOCLASS users, advertisers, and sponsors on the Platform in connection with the EXOCLASS Service or otherwise in connection with the user’s use of the Platform and the EXOCLASS Service.
XVI.4. EXOCLASS is not responsible for the products, services, acts or omissions of any Service Provider, Service venue or other third parties in connection with the Services or the Platform.
XVI.5. EXOCLASS shall not be liable for damages that users may suffer as a result of using EXOCLASS and the Services, such as damages sustained by the Customer or the Service Provider as a result of the termination of EXOCLASS services, except where the willful misconduct, gross negligence or wilful misconduct of EXOCLASS cause such damages.
XVI.6. EXOCLASS assumes no responsibility for the accuracy or completeness of the statements made and information published by users of the Platform. EXOCLASS does not verify the correctness or completeness of the data and information provided by the Platform users about the Services.
XVI.7. EXOCLASS’s liability to the user or any third party is limited to EUR 300 (three hundred euros), except where limitation of liability is prohibited by applicable law.
XVI.8. The Service Provider is prohibited from providing the Services to the Customer unless the Customer has read and signed the Service Contract. As the Service Contract is concluded directly between the Service Provider and the Customer, the Service Provider is legally obliged to inform the Customer of all terms and conditions for the provision of the Services, termination of the Services, withdrawal from the Service Contract and all other terms and conditions for the provision of the Services. EXOCLASS assumes no responsibility for informing the Customer. If the Service Provider fails to notify the Customer of the terms and conditions of the Services, the Service Provider undertakes to indemnify and hold EXOCLASS harmless from any claims and demands made by the Customer and to reimburse EXOCLASS for any damages and costs incurred by EXOCLASS, including but not limited to legal defence costs.
XVI.9. The user shall be fully liable for damages suffered by EXOCLASS, including all direct and indirect damages, loss of revenue and profit, etc., which EXOCLASS has suffered as a result of the user’s unlawful actions. If the law limits the amount and scope of the damages to be compensated, the user shall indemnify EXOCLASS for the maximum damages permitted by law.
XVI.10. EXOCLASS has the right to suspend or limit the use of the Platform without prior notice (temporarily), without giving any reasons, and without any right to compensation.
XVI.11. EXOCLASS shall not be deemed to be in breach of its obligations or otherwise liable under these Terms because of its inability to perform its duties as a result of force majeure, i.e. fire, earthquake, flood, a major snowstorm, epidemic, pandemic, accident, explosion, casualty, strike, lockout, labour dispute, riot, civil commotion, the act of the enemy, terrorism, cyber-terrorism, embargo, war, the act of God, the act of God, the act of God, the act of God, natural disaster, or any act of a municipality, district, or other governmental authority, state or national ordinance or law, or any executive, an administrative or judicial order (such order not being the result of an act or omission which would constitute a breach of EXOCLASS’s obligations hereunder), or any failure or delay in the transportation, electrical or communication system, or any other or similar cause beyond the control of EXOCLASS.
XVI.12. COVID-19 is a highly contagious disease that can cause severe illness and death. There is an inherent risk of contracting and being exposed to COVID-19 in any place or venue where people congregate. Users assume all risks, costs and damages arising from, or in any way related to, infection with, exposure to, or exposure to a communicable disease or illness, including but not limited to COVID-19 or any other virus, bacteria or another pathogen. Users waive any claims and contingent claims against EXOCLASS relating to such risk, damage and exposure.
XVII. COMPENSATION FOR DAMAGES
XVII.1. In the event of claims by third parties, the user must immediately provide EXOCLASS with the correct and complete information necessary to assess and defend against the allegations.
XVII.2. EXOCLASS shall not be liable if the Service Provider and the Customer suffers damage as a result of the provision of the Services. EXOCLASS is not a party to the contract for the provision of the Services.
XVII.3. In the event of the Service Provider’s failure to inform the Customer of the terms and conditions of the provision of the Services or the Service Provider’s non-performance or improper performance of the Service Contract, the Service Provider undertakes to indemnify and hold EXOCLASS harmless from and against any claims and demands of the Customer and to pay for any damages and costs incurred by EXOCLASS, including, without limitation, the cost of any legal defence.
XVII.4. Users shall, to the fullest extent permitted by law, indemnify and hold EXOCLASS harmless from and against any claims, liabilities, damages, losses and expenses arising out of or in any way related to (i) violation by users of the Terms or other terms and policies of EXOCLASS, (ii) misuse of the Platform, (iii) users’ dealings with other users of the Platform, including, without limitation, any losses (whether compensatory, direct, incidental, indirect or otherwise) relating to or arising out of the use of the Platform, and (iv) users’ violation of any laws, regulations or rights of any third party, such as intellectual property rights or rights of privacy.
XVIII. INTELLECTUAL PROPERTY
XVIII.1. The Platform, including all Platform software, databases, trademarks, logos, service marks, proprietary information, and materials (and all intellectual property and other rights related to it), is owned by EXOCLASS.
XVIII.2. Users of the Platform acknowledge that by using the Platform, they do not acquire any ownership rights in the Platform, any part of the Platform or the Content published on the Platform.
XVIII.3. The content, organisation, graphics, design, compilation, and everything contained on the Platform, including but not limited to images, written and other materials, are intellectual property protected by copyright, trademark, and other intellectual property laws of the Republic of Lithuania and other countries. Users are prohibited from downloading, printing, copying, reproducing, distributing, transmitting, broadcasting, displaying, selling, licensing or otherwise using or exploiting any part of the Platform, except for viewing the Platform online for lawful purposes and making single copies of selected pages of the Platform for personal use and not for distribution or publication on any other Platform. Users agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Platform Content. Violating applicable intellectual property laws may result in civil and criminal penalties. Any downloading or copying does not transfer to the user any right, title, or interest in any downloaded material other than the previous licence to own for personal use.
XIX. GENERAL PROVISIONS
XIX.1. These Terms (and any documents incorporated or referred to) constitute the parties’ agreement and supersede all prior written or oral agreements and understandings on this subject. No change, modification or addition to these Terms will be valid or effective unless made following the express terms.
XIX.2. EXOCLASS may contain links to third-party Platforms, applications, services or resources with different terms and privacy practices. EXOCLASS is not responsible for any aspect of such third-party services, and links to such third-party services do not constitute an endorsement of them.
XIX.3. If any provision of these Terms is held to be invalid or unenforceable under any circumstances. In such case, its application in any other circumstances and the remaining provisions of these Terms shall not be affected.
XIX.4. EXOCLASS may assign or transfer its rights and obligations under these Terms at any time, provided that EXOCLASS assigns the rights on the same terms or terms no less favourable to users. Users may not assign or transfer these Terms or any of their rights or obligations without the prior written consent of EXOCLASS.
XIX.5. These Terms, or the provision of EXOCLASS platform services, are not intended to create and do not create any agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship. A person who is not a party to these Terms shall not be entitled to enforce any of these Terms unless otherwise provided in these Terms or any other agreement.
XIX.6. The heading at the beginning of each section of these Terms is for the title and informational purposes only and in no way defines, limits, clarifies or describes the scope or extent of such section.
XIX.7. EXOCLASS’s failure to act on an infringement by users or others shall not preclude EXOCLASS from acting on subsequent or similar violations. EXOCLASS does not warrant that it will act regarding breaches of these Terms.
XIX.8. Legal notices are sent to users by email to the email address provided during registration. Notices shall be deemed to have been served on the calendar day following the date of sending unless the email address is invalid. EXOCLASS may send legal notices to users by registered mail to the postal address provided at the time of registration. Notices sent by registered mail to either party shall be deemed received from the time of actual service.
XIX.9. Contact us. If you have questions about these Terms or related issues, please email us at [email protected]
