Customer Educator Terms and Conditions of Service
Effective Date: ________________
Viewcy.com, Inc. (“Viewcy,” “we” or “us”) provides its computing applications and services, and the data, information, tools, functionality, updates and similar materials delivered or provided by Viewcy (collectively, the “Service”), subject to your agreement to and compliance with the conditions set forth in this Terms and Conditions Agreement (the “Agreement”). This Agreement sets forth the legally binding terms and conditions governing your use of the Service. By using the Service or otherwise entering into this Agreement, you are creating a binding contract with Viewcy.
This Agreement applies to individuals or entities whose service offers are facilitated through the Viewcy platform (the “Educators”). For terms and conditions applicable to the end-users of Educator’s services facilitated through the Viewcy platform, please click here.
Viewcy may revise or update the Terms and Conditions by posting an amended Agreement through the Service and making you aware of the revisions. Your use of the Service following an update to this Agreement is considered acceptance of the updated Agreement. If you do not accept the changes, you must stop using the Service.
As long as you are in compliance with the conditions of this Agreement and all incorporated documents, Viewcy grants you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive right to receive the Service, and to access and use the tools materials thereon.
You may also grant a limited license to the individuals using your services, as facilitated by the Service (your “End-Users”) to receive the Services as provided by you for their personal, non-commercial use. You agree that, as between you and Viewcy, you are responsible for all of the conduct of your End-Users.
No rights not explicitly listed are granted.
The following additional terms are incorporated into this Agreement as if fully set forth herein:
2. Copyright Policy
3. Complaint Policy (including Privacy and Trademark)
You and your End-Users must be at least thirteen (13) years old to use the Service. By using the Service, you represent that you and your End-Users meet this minimum age requirement. If someone receiving services through your offering is under the age of thirteen (13), their parent/guardian must create their account, consent to the terms and privacy policies of the Service, and interact with and use the Services on behalf of such minor individual.
The Service is provided as a subscription-based service, with a separate subscription period for each billing period [specify – yearly, quarterly, monthly, etc…]. The fees associated with your subscription are identified based on your selection at checkout. Your subscription will be continued until cancelled. Invoices are sent out on a [yearly, quarterly, monthly] schedule, with the invoice being issued on the first day of each calendar [year, quarter, month]. Invoices are due within ten (10) days of the date of issuance. Viewcy reserve the right to charge interest on any unpaid amounts, a 5% or the highest rate permitted by law, whichever is lower.
You may cancel your subscription on ninety (90) days notice, with the “Effective Date of Termination” being ninety (90) days after notice is given to Viewcy. Cancellation will take effect at the end of the quarter that is current as of the Effective Date of Termination.
All fees collected by Viewcy from Educator’s customers will be held in escrow by Viewcy until the third day after the services are identified to be rendered. After said three-day period, Viewcy will release the funds to the Educator.
Viewcy recommends that all Educators post their cancellation and refund policies to the Service. In the event that Educators do not post alternative cancellation and refund policies, end-users may cancel scheduled services from an Educator up to twenty four (24) hours before it is scheduled to be rendered.
Refunds can only be processed through the Service during the three (3) day period after the services are identified to be rendered, during which time the service fees are held in escrow. Refund requests during this period may be reported to Educators to Viewcy, and Viewcy will cancel the transaction at issue. If an Educator would like to offer refunds to its end-users after this three day period, it must make arrangements with its end-users outside the Service, and no refund will be available from Viewcy.
In the event that Viewcy releases funds to an Educator and experiences a chargeback or other cancellation by an end-user related to a released payment, Viewcy may assess a charge to such an Educator’s account, which such Educator must satisfy. Viewcy reserves the right to collect such charge from future receipts on that Educator’s account, or through other lawful means.
Please review our [FAQs] for more information regarding the terms of sale associated with the Services.
While we make reasonable efforts to ensure that the Service remains available at all times, we do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that users will be able to access or use the Service, or its features, at all times. The Service is designed to operate in its specified environment; however, the Service may not function on all third-party platforms or with all third-party applications. Further, while we make efforts to ensure that the Service remains accessible, updates to third-party platforms or software applications may render certain parts of the Service inoperable.
You understand and agree that any failure of the Service to function with certain third-party platforms or software shall not be considered a breach of this agreement by Viewcy, and no refund or credit will be available.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice. However, we will not materially reduce the level of Service during a contract period without your consent or an appropriate refund of pre-charged services.
The Service may contain typographical errors or inaccuracies, including relating to price, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice, even if your order has already been accepted or processed.
Your use of the Service, and those of your End-Users, is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.
You agree that neither you nor your End-Users will violate any applicable law or regulation in connection with your use of the Service.
You agree that neither you nor your End-Users will distribute, upload, make available or otherwise publish through the Service any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto (“Submissions”) or graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (“Content”) that:
are unlawful or encourage another to engage in anything unlawful;
contain a virus or any other similar programs or software which may damage the operation of Viewcy’s or another’s computer;
violate the rights of any party or infringes upon the patent, trademark, trade secret, copyright, right of privacy or publicity or other intellectual property right of any party; or,
are libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening or bullying.
You further agree that neither you nor your End-Users will do any of the following:
modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;
interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;
transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;
attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
harvest or collect the email address or other contact information of other users of the Service;
scrape or collect content from the Service via automated means;
submit, post or make available false, incomplete or misleading information to the Service, or otherwise provide such information to Viewcy;
register for more than one user account; or,
impersonate any other person or business.
Neither you nor your End-Users are licensed to access any portion of the Service that is not public, and neither you nor your End-Users may attempt to override any security measures in place on the Service.
Notwithstanding the foregoing rules of conduct, Viewcy’s unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.
Submitted or Made Available to Viewcy
You and your End-Users are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of any Content submitted by you or your End-Users. If, however, you or your End-Users choose to submit any Content through or on the Service, or otherwise make available any Content through the Service, you and your End-Users hereby grant Viewcy a perpetual, irrevocable, transferrable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, translate and create derivative works from any such Content, including without limitation distributing part or all of the Content in any media format through any media channels.
In the event that any individuals appear in the Content you make available through the Service, you grant Viewcy a perpetual, irrevocable license to commercially use name, likeness, and persona of the individuals depicted therein in the promotion and rendering of the Service.
By submitting any Content or Submissions to Viewcy you and your End-Users hereby agree, warrant and represent that: (a) the Content and Submissions do not contain proprietary or confidential information, and the provision of the Content and Submissions is not a violation of any third-party’s rights; (b) all such Submissions and Content are accurate and true, (c) Viewcy is not under any confidentiality obligation relating to the Content or Submissions; (d) Viewcy shall be entitled to use or disclose the Content or Submissions in any way; and (e) neither you nor you End-Users are entitled to compensation or attribution from Viewcy in exchange for the Submissions or Content.
You acknowledge that Viewcy is under no obligation to maintain the Service, or any information, causes, materials, Submissions, Content or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material at any time.
Content Shared Through the Service
You understand that by sharing information on the Service, by participating in the Service, and by requesting information to be sent through the Service, you and your End-Users may be revealing information. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials and using the Service, and you agree that Viewcy shall not be held responsible, and Viewcy shall be released and held harmless by you from any liability or damages arising out of such conduct.
Viewcy’s graphics, logos, names, designs, page headers, button icons, scripts, and service names are trademarks, trade names and/or trade dress of Viewcy. The “look” and “feel” of the Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are the property of Viewcy or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.
You acknowledge that the software used to provide the Service, and all enhancements, updates, upgrades, corrections and modifications to the software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain the sole and exclusive property of Viewcy and/or its licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.
Data Collection and Use
Viewcy may terminate this Agreement at any time, any reason or no reason at all, including for failure to timely pay invoices.
Without terminating this Agreement, Viewcy reserves the right to deny all or some portion of the Service to any End-User, in Viewcy’s sole discretion, at any time.
Without limiting the foregoing or assuming additional legal obligations, Viewcy has a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.
If Viewcy terminates or suspends performance of this Agreement without cause, it will issue you a refund for any pre-paid period during which you do not receive the Services.
All grants of any rights from you to Viewcy related to Content, Submissions, or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.
and Third-Party Content
The Service may contain links. Such links are provided for informational purposes only, and Viewcy does not endorse any website or services through the provision of such a link.
The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third-parties. Viewcy does not endorse any third party content that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected, reformatted or otherwise edited by Viewcy.
AND LIMITATION ON LIABILITY
YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. VIEWCY, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM VIEWCY SHALL CREATE ANY WARRANTY.
USE OF THE SERVICE IS AT YOUR SOLE RISK. VIEWCY DOES NOT WARRANT THAT YOU OR YOUR END-USERS WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR/THEIR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL INFORMATION OR COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VIEWCY OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIER (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU OR YOUR END-USERS BASED ON OR RELATED TO THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF VIEWCY AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then you agree that neither Viewcy nor any of the Related Parties shall be liable for (1) any damages in excess of $1,000.00 or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you, your End-Users or any third party, related to your or your End-Users’ use of the Service. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.
This limitation shall not apply to any damage that Viewcy causes you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.
You agree to defend, indemnify and hold Viewcy and its suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation arising out of or based on (a) Submissions or Content you or your End-Users submit, post to or transmit through the Service (b) your use of the Service or the use of the Services by your End-Users, (c) your violation of the Agreement or any violation by your End-Users of any agreement between them and Viewcy, (d) any conduct, activity or action by you or your End-Users which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Service, and (e) any claims that your End-Users may have or make against you or make against Viewcy arising out of your acts or ommissions.
GOVERNING LAW AND JURISDICTION
This Agreement is governed by and shall be construed in accordance with the laws of the State of New York, U.S.A., excluding the application of its conflict of law rules. You agree that any dispute arising out of or relating to the Service, or to Viewcy, may only be brought by you in a state or federal court located in New York, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK.
The Service is not directed to individuals under the age of 13. In the event that Viewcy discovers that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information in if required by the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website for (www.ftc.gov) for more information.
Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.
Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Viewcy as a result of this Agreement or your use of the Service.
Fees. In the
event any litigation is brought by Viewcy in connection with this
Agreement, the prevailing party in such litigation shall be entitled
to recover from the other party all the reasonable costs, attorneys’
fees and other expenses incurred by such prevailing party in the
Assignment. Viewcy may assign its rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without Viewcy’s prior written consent, and any unauthorized assignment by you shall be null and void.
Publicity. Viewcy may identify itself or its brands in the Serivce that may be visible to your end-users, such as through the designation “Powered by Viewcy”. You agree not to interfere with or disable Viewcy’s right or ability to do so.
failure to enforce any provision of this Agreement shall in no way be
construed to be a present or future waiver of such provision, nor in
any way affect the right of any party to enforce each and every such
provision thereafter. The express waiver by us of any provision,
condition or requirement of this Agreement shall not constitute a
waiver of any future obligation to comply with such provision,
condition or requirement.
Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: __________INSERT ADDRESS HERE_______________.
Equitable Remedies. You hereby agree that Viewcy would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and Viewcy with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.
POST THE TEXT BELOW UNDER SEPARATE LINK WHERE POSSIBLE
If you believe in good faith that any material posted on or through our Service infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:
A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed;
Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
Information reasonably sufficient to permit us to contact you;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,
A statement that the
information in the notification is accurate, and under penalty of
perjury, that you are authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed.
You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:
COMPLAINT POLICY (INCLUDING TRADEMARK AND PRIVACY)
If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to email@example.com, containing the following information:
Your name, physical address, e-mail address and phone number;
A description of the material posted on the Site that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
Identification of the location of the material on the Site;
If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and,
Your physical or electronic signature.
If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.