Access and Use of the Service
Services Description: The Clyver Service connects users seeking knowledge (collectively, “Learner(s)”) to information, expertise, content, persons, skills, services and offers related to subjects and areas of interest for the purpose of learning, education, information acquisition, coaching, mentoring, guidance (collectively, “Session(s)”), and provides users with expertise (collectively, “Teacher(s)”) with a platform to provide Learners with such information and sessions.
If you are registering on behalf of a Teacher, you represent and warrant that you have the authority to bind such Teacher to these Terms of Service, and, for purposes hereof, the term “you” shall also be deemed to include the Teacher on whose behalf you have registered for the Service.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Clyver of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Clyver will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to Service: Clyver reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Clyver shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that Clyver may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Clyver’s servers on your behalf. You agree that Clyver has no responsibility or liability for the deletion or failure to store any data or other content maintained or transmitted by the Service. You acknowledge that Clyver reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Clyver reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Conditions of Use
User Conduct: You are solely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “post”) or email or otherwise transmit or use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Clyver. Clyver reserves the right to investigate and take appropriate legal action against anyone who, in Clyver’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
post, email or otherwise transmit any content that (i) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another‘s privacy, hateful racially, ethnically or otherwise objectionable; (ii) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person; (iv) infringes any intellectual property or other proprietary rights of any party; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (vii) in the sole judgment of Clyver, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Clyver or its users to any harm or liability of any type;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
solicit personal information from anyone under the age of 18;
harvest or collect email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
violate any applicable local, state, national or international law, or any regulations having the force of law;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
Teacher Fee Terms: If you are a Teacher, Clyver will endeavor to remit Revenue (defined below) to you, less Clyver’s applicable fees (as described on the Site and in the Services), within thirty days of the Start Date (defined below). For purposes hereof, “Revenue” shall mean gross revenue actually received by Clyver from its sale of Sessions hereunder, less taxes, refunds, returns, chargebacks, and bad debt. For purposes hereof, the “Start Date” shall be defined as 24 hours after the successful conclusion of the relevant Session. If the Session got canceled or rescheduled by the Teacher, the Cancellation Policy defines whether or not Revenue will be remitted. All Revenue will be paid to Teacher in accordance with the payment information provided by the Teacher to Clyver through the Service, and Teacher is solely responsible for ensuring such information remains accurate and up to date. Teacher will be responsible for all taxes in connection with the Sessions (excluding taxes based on Clyver’s net income). If Teacher disputes any payments, Teacher must let Clyver know within sixty days after the date that Clyver pays you.
Cancellation and Refunds: If you wish to cancel or obtain a refund for a Session, please see Clyver’s Cancellation Policy located at Cancellation Policy.
All Sessions made available in connection with the Service are made available directly by the relevant Teacher (not Clyver itself) and are redeemable solely for the applicable services of the relevant Teacher. The Teacher, not Clyver, is the provider of the Session and the services and is solely responsible for redeeming any Offer you purchase.
The following terms and conditions apply to all Sessions:
Redemption frequency is determined by Teacher.
Use of Sessions relating to alcoholic beverages is at the sole discretion of the Teacher and is subject to compliance with applicable law.
Sessions cannot be combined with any other Sessions, vouchers, third party certificates, coupons, or promotions, unless otherwise specified by the Teacher.
Session credit cannot be used for taxes, tips or prior balances, unless permitted by the Teacher.
Reproduction, sale or trade of any Session is prohibited.
Sessions are void to the extent prohibited by law.
If you are a Teacher, you are the holder and issuer of each Session you make in connection with the Service. Teachers agree to accepting a Learner’s purchase of a Session at any time they marked and published as available for Clyver Sessions in their calendar. As a holder and issuer of the Session, the Teacher represents, warrants and agrees that it (i) has obtained all necessary permits, licenses and certifications to hold and issue a Session as required by applicable law, (ii) shall fully honor and redeem all Sessions and (iii) shall be solely and fully responsible for any and all injuries, illnesses, damages, claims, liabilities, losses and costs suffered by or related to a customer concerning any Session or caused in whole or in part the Teacher, as well as for any unclaimed property liability arising from unredeemed Sessions or portions thereof. Each Teacher hereby waives, and releases and will hold harmless Clyver and its officers, directors, employees and agents from, any claim, liabilities, losses, damages, or injury arising from or related to any Session or any act or omission of Teacher in connection with an Session or the services or goods provided in connection therewith and/or as it relates to compliance with applicable unclaimed property and other laws relating to the redemption of Sessions or any portion thereof.
Intellectual Property Rights
Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content (“Service Content”) that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Clyver, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you shall not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Site or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith is the property of Clyver, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Clyver.
The Clyver name and logo are trademarks and service marks of Clyver Inc. Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Clyver. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Clyver Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Clyver Trademarks will inure to our exclusive benefit.
Third Party Material: Under no circumstances will Clyver be liable in any way for any content posted by third parties or at the direction of users, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise transmitted via the Service. You acknowledge that Clyver does not pre-screen content, but that Clyver and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Clyver and its designees shall have the right to remove any content that violates these Terms of Service or is deemed by Clyver, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content Posted on the Site: You are solely responsible for the content and other materials you post on or through the Service or the Site or transmit to or share with other users or recipients (collectively, “User Content”). You will not post or transmit any content that you did not create or that you do not own all right, title and interest in and to, including, without limitation, all copyright and rights of publicity contained therein. By posting any User Content you hereby grant and will grant Clyver and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicenseable, perpetual, irrevocable license to copy, display, transmit, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service. Additionally, by posting any User Content publicly, you hereby grant and will grant Clyver and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicenseable, perpetual, irrevocable license to copy, display, transmit, perform, distribute, store, modify and otherwise use your User Content for the promotion, advertising or marketing of the Service, in any form, medium or technology now known or later developed.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service (“Submissions”), provided by you to Clyver are non-confidential and Clyver shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Clyver may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Clyver, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Copyright Complaints: Clyver respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Clyver of your infringement claim in accordance with the procedure set forth below.
Clyver will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Clyver’s Copyright Agent at firstname.lastname@example.org (Subject line: “DMCA Takedown Request”).
To be effective, the notification must be in writing and contain the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Site or Service, with enough detail that we may find it on the Site or Service;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court located within the Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Clyver will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Clyver has adopted a policy of terminating, in appropriate circumstances and at Clyver's sole discretion, users who are deemed to be repeat infringers. Clyver may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Additional Terms for Teachers
Providing Sessions. The Sessions listings and information you provide must be accurate, complete, and not misleading. You agree to not misrepresent in any way, whether material or not, any aspect of your identity, background, skills, qualifications, credentials, regulated status, or professional standing when using the Service. You agree to comply with all applicable laws and regulations in the jurisdictions in which you provide or offer to provide a Session. If your offer or provision of a Session requires a license or other regulatory approval, you must first obtain that license or approval and remain in good standing before offering or providing the Session.
You agree to protect the privacy and legal rights of the Learners of your Sessions. You are the sole data controller of the personal data you collect in relation with your Sessions and must comply with any applicable data protection law. If your Learners provide you with personal information, you must provide legally adequate privacy notice and protection for those Learners. Further, you may only use that information for the limited purposes for which the Learner has given you permission to do so.
Clyver has no obligation to display your Sessions listings or information and reserves the right to display Sessions listings or information to Learners in any manner determined by Clyver, including but not limited to the right to move a listing to a more appropriate category.
Verifying Teacher Details: Clyver may in some instances attempt to verify certain information provided by you, although Clyver has no obligation to do so.
Basic Use Requirements: To use the Service, you will need a device capable of making a video call and working Internet access.
Pricing and Payments: Clyver Sessions are provided for a fee. To charge a fee for your Session you must provide us with your payout information agree to the payment terms. You may not collect fees for a Session outside of Clyver. You may set the price for your Session in the currencies permitted by Clyver, but the price must be presented to the Learner inclusive of all applicable taxes (including value added taxes). The price of your Session may be displayed in your Learner’s local currency; however, Clyver is not responsible for the accuracy of currency rates or conversion.
You may be charged a fee to use the Service, as specified in Service Fees (which may be revised by Clyver from time to time).
You are also responsible for determining if a Session is taxable and the applicable tax rate to collect for each taxing jurisdiction where Sessions are sold. You are responsible for remitting taxes due on a Session to the appropriate tax authority. Where either Clyver or its payment processor is required by applicable (local) legislation to determine, apply, and pay the applicable taxes on payments made or received by any one of them, Clyver or the payment processor (and not you) will be responsible for applying, collecting, and remitting the taxes to the appropriate taxing authority. If Clyver collects and remits value added taxes on consumer payments (where required of Clyver by applicable local law) and this remittance fulfills the applicable requirements for value added taxes on those consumer payments, such taxes will not be passed on to you by Clyver. Where Clyver is required to collect and remit taxes as described in this section, you and Clyver will recognize a supply from you to Clyver for tax purposes, and you will comply with the relevant tax obligations arising from this additional supply. Clyver will deduct an amount equal to such taxes from the price you’ve set for your Session in addition to the applicable Sessions transaction fee, if any. The remainder (sales price less Sessions transaction fee and amount equal to any taxes paid by Clyver on your behalf) will be remitted to you. You are responsible for providing any applicable tax residency certificates to Clyver. If Clyver or its service provider does not receive such documentation, Clyver will deduct taxes at the applicable tax rate.
Recorded Sessions: You are not allowed to record a Session without the Learner’s explicit consent to the recording. Separately, Clyver may record a Session: (i) for quality assurance purposes; (ii) in response to a report of abuse as detailed below under “Misuse of the Service”; or (iii) for offering paid or free value-added services for the Learner or Teacher. You expressly authorize the use of your image for the purposes set out above.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CLYVER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
CLYVER MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLYVER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CLYVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL CLYVER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID CLYVER IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
You agree that Clyver, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Clyver believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Clyver may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Clyver may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Clyver shall not be liable to you or any third-party for any termination of your access to the Service.
You agree that you are solely responsible for your interactions with any other user in connection with the Service and Clyver will have no liability or responsibility with respect thereto. Clyver reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
Questions? Concerns? Suggestions?
We’re glad you made it all the way through. Let us know your thoughts. We love to hear from you! Please contact us at notifications@Clyver.com to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.