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ClassBento Terms of Use
ClassBento operates a marketplace platform in the form of the Website that enables Teachers and Students to connect and engage directly with each other for the provision of Classes and Class Materials. Teachers can advertise Classes and Class Materials for Students to search and purchase via the Website.
ClassBento provides the Website and associated Services only and is not the advertiser, promoter or supplier of any Classes or Class Materials appearing on the Website. No agency, partnership, joint venture, employee-employer or other similar or fiduciary relationship is created or exists between ClassBento and any User (whether as a Teacher or Student).
Teachers are wholly responsible for the provision, performance and delivery of Classes and Class Materials purchased by Students including complying with all applicable laws and for any relationship created with Students for the provision of Classes or Class Material, whether via the Market place Platform or otherwise.
Students are wholly responsible for any relationship created with a Teacher including all interaction, correspondence, activities undertaken with a Teacher, and any Classes and Class Materials purchased from a Teacher, whether via the Marketplace Platform or otherwise.
ClassBento is not responsible or liable for the conduct of or between any Users of the Website including the provision of Classes or Class Materials between such Users in any way whether via the Marketplace Platform or otherwise.
Recitals
A. These Terms govern your use of the Website and associated Services and form a binding contractual agreement between you, other Users of the Website and ClassBento as set out herein.
B. For that reason these Terms are important and you should ensure that you read them carefully. For any questions regarding use of the Website or Services please contact at [email protected].
C. By using the Website or Services you acknowledge and agree that you have read and understand these Terms and you agree to be bound by them. If you do not agree to the Terms, please do not use the Website or Services.
1. Definitions
"Agreement" means the terms of the agreement between Users and ClassBento as defined in clause 2.1 below.
"Authorised Users" means a Teacher's affiliates, employees or contractors.
"ClassBento" means ClassBento Pty Ltd (ABN: 81613102499). Also referred to as "we", "us", "our".
"Class" or "Classes" means the classes or experiences, including all associated goods and/or services, advertised by Teachers via the Website and provided by Teachers to Students (whether via online access or in-person).
"Class Contract" means a separate contract created between a Teacher and a Student for the provision of a Class and/or Class Materials and may include Third Party terms.
"Class Materials" means any goods, materials or other supplies required for a Class including those goods, materials or supplies provided by Teachers as part of a Class or may also be available for purchase from Teachers via the Website.
"Class Price" means the price prescribed by a Teacher for a Class or any Class Material on the Website to be paid by the Student at the time of purchase including any delivery fee for Class Materials (but may not include any additional costs incurred by the Teacher which the Student separately agrees to reimburse).
“Confidential Information” means any information of ClassBento, or of another User, which is designated, marked or denoted as confidential or which is of a confidential or sensitive nature or which a reasonable person to whom that information is disclosed or to whose knowledge the information comes would consider confidential.
“Content” means anything (including but not limited to all material, information, images, data) that is uploaded, published, submitted, supplied, posted or otherwise transmitted, provided or made available via the Website or Services (whether by ClassBento or a third party); and when such content is uploaded, published, submitted, supplied, posted or otherwise transmitted, provided or made available by you (or your Authorised User) in using the Website or Services including your Registration Data, it is "your Content".
“Intellectual Property” means all intellectual property rights (including, without limitation, all registered and unregistered copyright, designs, trade marks and patents) of any nature including in any technology, trade secrets, ClassBento Content, User Content, User lists, User details (including, but not limited to, User emails, telephone numbers and addresses) or other User-related information, software, program, inventions, designs, works, or in any other subject matter belonging to ClassBento or in which intellectual property rights exist.
"Money-Back Guarantee" means the money-back guarantee which ClassBento may provide to Students as part of providing its Website and Services, as determined in its absolute and sole discretion and subject to any conditions as further detailed on the Website.
“Moral Rights” means moral rights as conferred by the Copyright Act 1968 (Cth) and rights of a similar nature anywhere else in the world.
"Non-excludable Condition" means any implied condition, warranty or guarantee in a contract, the exclusion of which would contravene the law or cause any part of the contract to be void.
“Services Fee” means the portion of the Class Price to be paid as a fee by the Teacher to ClassBento in consideration for use of the Services at either: (i) the default rate specified at https://classbento.com.au/teach; or (ii) at the rate otherwise agreed with ClassBento in writing or under the SaaS Agreement.
1.12. “Account” means an account created by ClassBento for a User to access and use the Services whether as a Student or Teacher which includes a User name and password.
“Registration Data” means the information provided by you in order to register an Account on the Website or otherwise.
"SaaS Agreement" means an additional, separate agreement that may be entered into between ClassBento and a Teacher with respect to registration as a Teacher on the Website.
“Services” means the service of providing the Website by ClassBento.
"Stored Value" means the physical or virtual card, coupon, voucher or code containing credit or a discount or refund provided as credit, including gift cards, for use on the Website.
1.16. “Student” means a User seeking Classes or Class Materials.
“Third Party” means an individual or entity (other than ClassBento or its subsidiaries) including other Users.
"Third Party Service" means services provided by a Third Party may be featured on or otherwise made available via the Website or as part of the Services from time to time (whether by ClassBento or by other Users such as Teachers providing online Classes to Students).
“Teacher” means a User advertising, promoting, selling or otherwise providing Classes or Class Material via the Website.
"Teacher Funds" means the Class Price less the Services Fee.
“User” means any individual or entity (whether as a Student, Teacher, or any other person) who accesses or uses the Website or Services, regardless of the nature of that access or use, including if such person is or is not identified to ClassBento. Also referred to as "you", "your".
"Terms" means these terms of use.
"Website" means ClassBento's marketplace platform at https://classbento.com.au (or any new site) including all associated application(s) (including mobile applications),  webpages, software (including software-as-a-service) or any other web services or media managed by us.
2. General
2.1. These Terms, together with ClassBento's Privacy Policy located at https://classbento.com.au/terms-and conditions, constitute the agreement between a User and ClassBento ("Agreement") and supersede any prior versions of such terms including all other communications whether oral or written, express or implied relating to such terms (however, if the User is a Teacher, then they may  also agree to a SaaS Agreement which remains a separate agreement between ClassBento and the Teacher in addition to this Agreement).
2.2. This Agreement prevails in the event that any other information on the Website is inconsistent with the terms of this Agreement.
2.3. If a provision of the terms of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
2.4. This Agreement shall be governed by the laws of New South Wales, Australia and is subject to the exclusive jurisdiction of the courts of New South Wales, Australia.
2.5. The failure by ClassBento to enforce any provision of the terms of this Agreement shall not be treated as a waiver of that provision, nor shall it affect ClassBento’s right to subsequently enforce that provision.
2.6. ClassBento may vary the terms of this Agreement in its sole discretion by giving notice to Users and the varied terms shall take effect immediately upon such notice being given.
2.7. Your continued use of the Website or Services following any variation made to this Agreement in accordance with its terms will be deemed to constitute your acceptance of such variation. If you do not accept a variation to this Agreement, you must discontinue your use of the Website and Services including your Account.
2.8. This Agreement may be assigned or novated by ClassBento to a third party with notice. In the event of an assignment or novation the User will remain bound by the terms of this Agreement.
2.9. ClassBento may provide any notice required under this Agreement by publishing the notice on the Website. 3. Licence to use the Website and Services
3.1. ClassBento grants you a non-exclusive, non-transferable, revocable licence to use the Website and Services subject to your compliance with your obligations as set out in this Agreement. Other than as explicitly stated in this clause 3.1 this Agreement does not grant you the right to provide access to the Services to any other person and you must not: (i) distribute, rent, loan, lease, sell, sublicense, transfer or otherwise exploit all or any part of the Services, or any rights granted under this Agreement, to any other person including you Account; or (ii) modify, translate, adapt, arrange (or create any adaptation or modification) of the Website or Services without our written consent. Any rights not expressly granted in these terms are reserved by us and our licensees.
3.2. The Website may contain links to other Third Party websites or terms provided by a Third Party. ClassBento does not endorse, sponsor, approve, represent or warrant the accuracy, correctness, truth or quality of any Content made available by a Third Party via the Website or Services including on or in any linked Third Party website or terms. ClassBento expressly disclaims all responsibility and liability for any such Third Party Content made available by any User by any means, or by any other person, including your reliance on or acceptance of such Third Party Content.
3.3. In using the Website or Services, you acknowledge and agree that:
(a) ClassBento may alter, amend or cease the operation of the Website or Services at any time in its sole discretion;
(b) the Website and Services may not operate on a continuous basis, and may be unavailable from time to time (including for maintenance purposes);
(d) registering an Account is free and ClassBento does not charge a fee to create an Account or for Students to search or purchase Classes or Class Materials via the Website or for Users to otherwise view Content on the Website;
(e) registering for a Teacher Account may also subject to entering into an additional and separate SaaS Agreement with ClassBento, that may further specify the applicable Services Fee to be payable by the Teacher to ClassBento for use of the Services;
(f) in its absolute discretion, ClassBento may refuse to allow any person to create or register for an Account with ClassBento and may cancel, suspend or modify any existing Account, including if ClassBento reasonably forms the view that a User's conduct (including a breach of this Agreement) is detrimental to the operation of the Website, Services or other Users;
(g) when a Student purchases a Class or Class Materials via the Website a Class Contract is created between the Student and the Teacher at the time such purchase is placed;
(h) the Class Contract may also be subject to, or include, additional Third Party terms such as those terms provided by Teachers for the provision of their Class or Class Materials;
(i) upon creation of the Class Contract, ClassBento has rendered Services and the Services Fee is due and payable by the Teacher;
(j) all Classes and Class Materials promoted on the Website are provided and delivered solely by the relevant Teacher and to the extent permitted by law, ClassBento shall not be responsible or liable for any loss or damage incurred by a User in any manner due to the provision, performance, delivery (including the non-provision, non-performance, non-delivery, cancellation or rescheduling) of such Classes or Class Materials;
(k) any Third Party Services are conditional upon, and governed by, the Third Party Service provider's terms and conditions; and
(l) no agency, partnership, joint venture, employee-employer or other similar relationship is created by this Agreement including from your registration of an Account with us and you have no authority to bind ClassBento, its related entities or affiliates in any way whatsoever.
3.4. ClassBento accepts no responsibility or liability and makes no representation or warranty with respect to:
(a) any aspect of the Student and Teacher interaction or your interaction with other Users, including but not limited to the description, performance or delivery of Classes, Class Material or Class Contract; or
(b) the truth or accuracy of any aspect of any information provided by other Users including but not limited to the honesty, accuracy or quality of any information provided by a Teacher or Student or the Teacher's ability to provide the Classes or Class Material as promoted or as otherwise requested.
3.5. The Website and Services (including any related documentation) is prepared on a general basis which may not be appropriate or meet your, or your business specific circumstances, requirements or expectations, including that relating to quality, products, services, information or other material obtained through your use of the Website and Services (including Third Party Services). It remains your responsibility to ensure that the Services (including any Third Party Services) meet your or your business' needs.
4. Students
4.1. It is solely the obligation of the Student to select an appropriate Teacher, Class and Class Materials according to their needs including satisfying themselves of the Teacher’s self-reported qualifications, education or experience, reviews from other Students and the terms of a Class Contract. You acknowledge and agree that ClassBento has no responsibility, liability and does not make any representations or warranties with respect to: (i) the quality or qualifications of any Teacher; (ii) the quality, standard, delivery or provision of Classes or Class Materials including the Teacher's ability to provide Classes or supply or deliver items listed on the Website or that they will be fit for purpose; (iii) Students finding a suitable Teacher, Class or Class Materials via the Website; or (iv) the availability of Teachers, Classes or Class Materials including such availability in any given geographical location, time or date.
4.2. Students warrant and represent that they are over 18 years of age and it is solely the responsibility of the Student, if he or she is bringing or enrolling anyone in a Class, or enrolling as someone in a Class, under the age of 18, to ensure that such minor (including if the Student is a minor) is supervised by a responsible adult.
4.3. It is solely the responsibility of the Student to exercise caution and consider personal safety when interacting with and meeting other Users of the Website including not disclosing personal details such as the Student's full name, street number, phone number or email address in any public communication on the Website.
4.4. Students acknowledge and agree that the Classes are provided on the terms of the Teacher under the Class Contract which may include at a venue selected in the sole discretion of the Teacher and Students remains responsible for any risk associated with attending or participating in Classes including travelling to and from the venue or any alternative venue at which a Class takes place and any other risks associated with participating in the Class whilst at the venue or any alternative venue. In this respect, ClassBento shall not to the extent permitted by law be held responsible or liable for any loss, damage or injury to the Student, Teacher or any of their property as a result of a User's attendance or participation in a Class or use of Class Material.
4.5. You acknowledge and agree that cancellation and refunds for Classes and Class Materials remains subject to the Teacher's cancellation or refund terms under the Class Contract, which may include:
(a) no refunds will be given if you change your mind; or
(b) refunds will occur within a reasonable time if your request for a refund is accepted by the Teacher.
4.6. You acknowledge that if a purchase involves a deposit and remainder, and the Teacher's cancellation or refund terms do not allow for cancellations, then no refund will be given on the deposit nor the remainder, and you must pay both the deposit and remainder in full, before the originally stated delivery date for Class or Class Material.
5. Teachers
5.1. In applying for a Teacher Account, Teachers may also be required to enter into a separate SaaS Agreement with ClassBento.
5.2. Notwithstanding anything else contained within this Agreement, the existence of the SaaS Agreement between ClassBento and a Teacher remains a separate, standalone agreement between the Teacher and ClassBento with respect to the Teacher's use of the Services and neither the existence of this Agreement or the SaaS Agreement is intended in any way to supersede, vary, limit, restrict or otherwise change a Teacher's obligations under each agreement (except to the extent that there is an inconsistency between the SaaS Agreement and this Agreement then in that case the SaaS Agreement shall prevail to the extent of such an inconsistency only).
5.3. Teachers acknowledge and agree that they must comply with this Agreement as a User of the Website and Services generally (as such terms apply to them) as well as the terms of the SaaS Agreement (if applicable).
5.6. ClassBento does not make any representation or guarantee that Teachers will secure business from Students via the Website.
5.7. It is solely the obligation of the Teacher to:
(a) acquire any qualifications required to perform theClasses at the Teacher’s sole expense;
(b) exercise caution and consider personal safety when interacting and meeting with Students;
(c) control and supply the methods, materials and all aspects required to perform the Classes or otherwise provide the Class Materials;
5.8. At the sole discretion of ClassBento, a Teacher or a Class or Class Materials may be removed from the Website including if complaints are made by Students or if the Teacher breaches these terms or applicable law.
5.9. A Teacher must not encourage, solicit or request a Student it has made contact with via the Website or Services to pay for any Class or Class Materials outside of the operation of the Website or Services that deprives ClassBento of the Services Fee. This is not intended to exclude circumstances where a Student in and of themselves chooses to purchase the same or similar classes or materials to those advertised on the Website directly with the Teacher through other means, such as for example via the Teacher's website or another Third Party site. A Teacher must also not encourage, solicit or request a Student who was acquired via ClassBento's marketplace, to purchase from the Teacher, such that ClassBento's fees on that purchase are lower than ClassBento's marketplace fees for that teacher.
5.10. A Teacher must not publish the reviews that they obtain through ClassBento on any other website, platform or medium (unless through using ClassBento's widget), without the prior written consent of ClassBento. This condition survives termination or expiry of the Teacher's agreement with ClassBento.
5.11. Teachers may permit Authorised Users to use their Account in accordance with this Agreement and strictly for the Teacher's internal business purposes only.  Other than an Authorised User, the Teacher and its Authorised Users must not authorise any other person to use the Services without our express written consent.
5.12. The Teacher remains responsible and liable for the acts and omissions of its Authorised Users as if they were the acts of you. Any act or omission of an Authorised User that does not comply with this Agreement will be deemed a breach of this Agreement by the relevant Teacher.
5.13. Teachers acknowledge and agree that they remain responsible and liable for:
(a) obtaining all necessary authorisations, licenses, permits, qualifications, permissions, consents including from Students in order to provide Classes and Class Materials in accordance with a Class Contract including to collect, use, disclose or otherwise handle any Personal Information of Students in compliance with applicable law and your privacy policy;
(b) all separate agreements entered into with Students (including the Class Contract) including providing the terms of such contracts to Students and maintaining and obtaining any relevant insurance required for such contracts and the provision of your Classes and Class Materials; and
(c) corresponding with and resolving disputes with Students including authorising and confirming any refunds, cancellations, rescheduling and replacements of Classes or Class Materials with Students under a Class Contract.5.7. A Teacher represents and warrants that:
(a) they have the right to enter into Class Contracts including the right to work and the ability to provide your Classes and  Class Materials  (including by any employee or contactor used);
(b) have all necessary authorisations, licenses, permits, qualifications, permissions, consents, approvals required by applicable law including in order to provide the Classes, Class Materials and Class Contracts in the jurisdiction of delivery and handle any Personal Information obtained from Students;
(b) they and their provision of Classes, Class Materials and the Class Contract complies with all applicable laws (including privacy, tax, employment and other regulatory obligations relating to them and their business) and does not involve any illegal or immoral activities;
(f) that all your Content and any other information provided by them including to other Users is true and accurate.
5.9 Fees and payment
(a) Students are responsible for payment of the Class Price which shall be processed by ClassBento at the time of purchasing a Class or Class Materials via the Website.
(b) Upon creation of the Class Contract, the Teacher owes ClassBento the respective  Services Fee which will be deducted and retained by ClassBento from the Class Price and the remaining Teacher Funds will be transferred to the Teacher's nominated bank account for payment of the relevant Class or Class Materials by the Student as follows: (i) for a Class (or Classes) provided by a Teacher in-person, on the next business day after such Class (or Classes) has been completed; (ii) for a Class (or Classes) provided online (pre-recorded) with no accompanying Class Materials, 7 days following the purchase of such Class (or Classes) made by the Student; (iii) for Class Materials with no associated Class date, 14 days following this purchase made by the Student; or (iv) as otherwise agreed with ClassBento in writing or under the SaaS Agreement.
(c)	Unless otherwise approved by ClassBento (in its sole discretion), all Services Fees payable to ClassBento are non-cancellable and non-refundable, and save for your rights under any Non-excludable Conditions.
(d) ClassBento may restrict a User's Account until all Services Fees have been paid.
(e) Teachers remain responsible for handling any cancellations of Classes or orders for Class Materials (whether by a Student or the Teacher) as well as payment of any refunds, returns, exchanges or replacements made in relation to Classes or Class Materials.
(f) To the extent permitted by law or unless otherwise agreed, ClassBento has no obligation to provide, nor shall it be responsible or liable for, any cancellation of Classes or orders for Class Materials (whether by a Student or the Teacher) or the handling or payment of any refunds, returns, exchanges, re-delivery or replacements made in relation to Classes or Class Materials. However, ClassBento may process refunds to Students as authorised by Teachers (such as due to a cancellation made by a Student prior to when the Class was delivered). When refunding a transaction that used or partially used Stored Credits, ClassBento will at its discretion refund you in any combination of Stored Credit/and or money equivalent to the refund amount, with the credit component being up to the value of the Stored Credit used in the transaction; and
(g) Users acknowledge and agree that any refunds processed by ClassBento to Students (whether in the form of Stored Value or as part of the Money-Back Guarantee) does not in any way affect, limit, diminish or otherwise vary or change the roles, responsibilities and liabilities of ClassBento and other Users (whether as a Student or Teacher) as set out in this Agreement (unless otherwise required by law).
(h) Services Fees do not include any fees that may be due to Third Party Service providers and unless otherwise agreed with ClassBento are paid pursuant to a User's separate agreement with that Third Party Service provider.
(i) ClassBento may recoup payments provided to the Teacher in connection with refunds, payment disputes or chargebacks by withholding or deducting applicable sums credited to the Teacher's account.
6. Conduct and General User Obligations
6.1. In using the Website and Services, you represent and warrant that you:
(a) have the full capacity, legal right, power and authority to accept and comply with this Agreement, Class Contracts and all applicable laws, and to do all acts and things and execute and deliver all other documents as required hereunder to be done, observed or performed by you in accordance with its terms;
(b) will maintain the security and confidentiality of your Account login details, password and associated identification;
(c) in registering an Account you will provide, or have provided, and will maintain and promptly update, your Registration Data and ensure that all such information provided is accurate, correct, current and complete;
(d) all information provided by you including your Content is accurate, correct, current and complete and does not violate applicable law or infringe any person's Intellectual Property rights; and
(e) that you have the right to use and provide the licenses under this Agreement including obtaining all relevant authorisations, permissions, licenses and consents to supply and use your Content as contemplated in this Agreement and that our use of your Content  does not violate any applicable laws or rights (including Intellectual Property rights) of any third party;
6.2. You are solely responsible for all information including your Content supplied or otherwise made available by you in using the Website or Services and all activities, interactions and correspondence (including disputes) you engage in with other Users including with respect to Classes, Class Materials and Class Contracts.
6.3 You agree not to advertise, supply, upload, post, publish or otherwise transmit, provide, or make available Content on the Website or in using the Services that:
(a) is inaccurate, false, fraudulent, misleading, deceptive, harmful, obscene, pornographic, defamatory, racist, sexist, threatening, violent, offensive, abusive, vulgar, profane, indecent, unlawful, harassing, or otherwise objectionable to ClassBento or other Users of the Website or Services, including any Content which is likely to discriminate, offend, insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation and/or any physical or mental disability;
(b) exploits another person in any manner;
(c) includes unauthorised disclosure of personal information;
(d) advertises services including for non-individuals or for any other reason which is not aligned to the purposes for which the Services are intended;
(e) violates or infringes  the Intellectual Property rights of any person;
(f) contains malicious code, software viruses or any other computer code, files or programs designed to interrupt, destroy, intercept, interfere with or limit the functionality of any computer software or hardware or telecommunications equipment;
6.3. You must:
(a) immediately notify ClassBento of any unauthorised use or access to your Account, login and/or password;
(b) completely sign out of your Account at the end of every session;
(c) maintain control of your Account at all times including not allowing others to use your Account, or by transferring or selling your account or any of its content to another person;
(d) comply with this Agreement and all applicable laws and regulations;
(e) only supply and submit correct, accurate and true information when using the Website and Services; and
(f) promptly provide and cooperate with our reasonable requests including requests for information in order to provide the Services.
6.5. ClassBento may, but is not obliged to, at any time request a form of identification to verify your identity and/or your compliance with this Agreement.
6.6. ClassBento reserves the right in its sole discretion to remove, or request you to edit or remove, your Content that violates this Agreement or applicable law or infringes a person's Intellectual Property rights or for any other reason it deems is necessary or is otherwise unlawful or inappropriate in its absolute discretion.
6.7. ClassBento may record and store information relating to your use of the Website or Services, including any complaint made against you. ClassBento reserves the right to disclose any information as necessary to satisfy any applicable law, legal requirement, police investigation or request from a Government authority. For further information regarding ClassBento's use of your personal Information, please see ClassBento’s Privacy Policy at https://classbento.com.au/terms-and conditions.
6.8 You must not:
(a) use the Website or Services for any illegal or immoral purposes including pretending that you are or represent someone else, or impersonate another person;
(b) copy, download, store or otherwise disseminate any Content (whether provided by ClassBento, another User or a third party) on the Website or otherwise made available via the Services including on third party sites or for other business purposes without ClassBento's prior permission including removing any copyright, trademark or other Intellectual Property rights or proprietary rights from the Website or Services;
(c) attempt to gain access to the Services or related systems or networks in a manner not permitted by this Agreement;
(d) post, transmit or otherwise make available through or in connection with the Website or Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or programs;
(e) restrict or inhibit any other person or entity from using the Services;
(f) reverse engineer, decompile, dissemble, frame or mirror any portion of the Website or Services, or otherwise incorporate any portion of the Website or Services into any product or service including using any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather the Website or Services content or data, reproduce or circumvent the navigational structure or presentation of the Services or systematically download and/or store Services content or data;
(g) share any Confidential Information, trade secrets or any other Intellectual Property belonging to ClassBento with any Third Party;
(h) imply any affiliation or endorsement of you, or any organization, by us except with our express written consent.
6.9 You agree you remain responsible and liable for:
(a) all activity occurring under your Account,  including preventing unauthorized access to, or use of, your Account;
(b) obtaining, maintaining and paying for any hardware, telecommunications, Internet and other services or equipment needed to use the Services, attend or administer Classes or otherwise provide or use Class Materials (as the case may be); and
(c) the provision, maintenance, truth, accuracy, quality, security and protection (including back-ups) of any Content provided by you when using the Website.
7. Confidential Information
7.1. You agree to keep the Confidential Information of ClassBento and any other User confidential and to only use or disclose such information for the purposes and to the extent necessary to use the Services or as authorised by us or the owner of the Confidential Information.
7.2. The obligations of confidentiality in clause 7.1 will not apply to information which:
(a) is generally available in the public domain except where such availability is as a result of a breach of these Terms or any other confidential obligation;
(b) was already lawfully known, received or in your possession prior to the disclosure of the information to you;
(c) is required to be disclosed by an applicable law or court order; or
(d) was independently developed by you.
8. Intellectual Property Rights
8.1. Nothing in this Agreement constitutes a transfer of any of ClassBento's Intellectual Property rights to you. You acknowledge and agree that, as between you and ClassBento, and subject to the Intellectual Property rights owned by you or a third party in your Content, ClassBento owns all Intellectual Property rights existing in or otherwise created as part of providing the Website and Services (including any modification, developments or enhancements to such Intellectual Property).
8.2. By using the Services and the Website, you grant ClassBento an unrestricted, perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use, modify, copy, distribute or incorporate your Content (with a right to sublicense on the same terms to our affiliates, employees, contractors and other third parties that may provide services to us) for any purpose in connection with providing the Website and Services under this Agreement (including, without limitation, reproducing, changing, modifying, adapting and communicating your Content to the public as required to provide the Website and Services and for the general promotion of the Website and Services).
8.3. You represent and warrant to ClassBento that you have all necessary rights to grant the licences and consents set out in clause 8.2 and that ClassBento's use of your Content as contemplated in this Agreement shall not infringe the Intellectual Property or Moral Rights of any person.
8.4. All Teachers represent and warrant that they have the right or have obtained the necessary permission to utilise, supply or sell any goods, material, content or other proprietary material used for the purposes of providing their Classes including Class Materials. ClassBento will not be held responsible or liable for a Teacher’s infringement or violation of any other person's proprietary rights including Intellectual Property rights (and Moral Rights).
8.5. You must obtain express written permission from ClassBento if you wish to copy, reproduce, publish, exploit or otherwise disseminate any aspect of the Website, Services or other Intellectual Property owned by ClassBento or another User or Third Party.
8.6. All Intellectual Property rights in a Third Party Service remains with and is provided on the terms of that Third Party Service provider.
9. Term, Termination and Suspension
9.1. This Agreement will continue in force until such time that it is varied or replaced.
9.2. Subject to any other termination rights agreed between you and ClassBento with respect to the Services that may apply (such as in the SaaS Agreement if applicable):
(a) you or ClassBento may terminate this Agreement at any time and without prior Notice; and
(b) ClassBento may limit or suspend any User from using their Account or the Services at any time and without prior Notice.
9.3. ClassBento reserves the right to change or discontinue any service or feature on the Website in whole or in part at any time in its sole discretion.
9.4. ClassBento reserves the right to change pricing for any chargeable service or feature on the Website at any time, and will provide Notice in accordance with this Agreement where such price is varied.
9.5. Termination or suspension of this Agreement does not affect any Class Contract that has been formed between Users or the SaaS Agreement (where relevant).
9.6. If your Account, the Services or this Agreement are terminated or suspended for any reason then you may not without ClassBento's consent (in its absolute discretion) create any further accounts with ClassBento and we may terminate any other accounts you operate.
9.7. Upon termination of this Agreement:
(a) you must stop using your Account, the Services and our Confidential Information.
(b) you must immediately pay any unpaid Services Fees; and
(c) any other terms which by their nature should continue to apply, will survive any termination or expiration of this Agreement.
9.10 You acknowledge and agree that we are not responsible or liable for any damages, liabilities, losses incurred by you as a result of termination, suspension or modification of this Agreement, the Services or your Account by ClassBento on the terms of this Agreement, including in relation to loss or damage to your Content and ClassBento is not obliged to provide access to, return or destroy your Content.
10. Limitation of Liability
10.1. You will be responsible for and will indemnify ClassBento against liability for all loss, damage or injury to persons or property caused by you, or your employees, contractors, related entities, affiliates or agents, and the amount of all claims, damages, costs and expenses which may be paid, suffered or incurred by ClassBento in respect of any such loss, damage or injury will be made good at your expense.
10.2. ClassBento reserves the right, but has no obligation, to assist you with disputes between Users of the Website. You agree to hold ClassBento harmless in connection with any dispute or claim that you make against any other User.
10.3. Without limitation to the foregoing, you agree that, except for liability in relation to a breach of any Non-excludable Condition, ClassBento’s total maximum aggregate liability, if any, arising out of any kind of legal claim or action under this Agreement, or in any way connected to the Services or the Website, to you (whether in contract, tort (including negligence), equity, statute or otherwise) will be limited to the greater of: (i) AU$50; or (ii) such other limit on liability amount agreed in writing between you and ClassBento (such as under the separate SaaS Agreement) for the Services if any.
10.4. Except for liability in relation to any Non-excludable Condition, the Website and Services is provided on an "as is" basis, and without any warranty or condition, express or implied. To the extent permitted by law, ClassBentor specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
10.5. ClassBento's liability to you for a breach of any Non-excludable Condition (other than a Non-excludable Condition that by law cannot be limited) is limited, at our option to any one of resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing goods in respect of which the breach occurred, or supplying again or paying the cost of supplying again, services in respect of which the breach occurred.
10.6. Except for liability in relation to breach of any Non-excludable Condition, ClassBento excludes all liability for loss of profits, revenue, savings, business, opportunity, reputation, data or any other special, consequential or indirect loss arising out of or in connection with this Agreement or your use of the Services or Website including that arising out of or in any way connected with any transaction between you and any Third Party Service provider.
10.7. Except for liability in relation to breach of Non-excludable Condition, to the extent permitted by law, ClassBento specifically disclaims all liability for any loss or damage (actual, special, direct, indirect and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (including, without limitation, loss or damage relating to any inaccuracy of information or content provided, or the lack of fitness for purpose of any goods or service supplied), arising out of or in any way connected with any transaction between you and another third party including another User.
11. Disclaimer of Warranties
11.1. You acknowledge and agree the Website and Services are provided over the internet and that ClassBento makes no representation or warranty:
(a) that your access to the Website (including any Third Party applications or payment platforms on the Website) will be, timely, secure, uninterrupted, free from defects and/or error-free;
(c) that any information supplied on the Website or via the Services by another User will be accurate, up to date, complete or useful; or
(d) that the Website and Services (including the server which stores and transmits the Website and Services to you) are free from viruses or other harmful components, however we will use reasonable commercial efforts to enable you to use the Website and Services in accordance with this Agreement and to protect the security and integrity of the Website and Services.
12. Assumption of Risk
12.1. You agree and understand that you assume all risks in using the Website or Services, including without limitation any and all of the risks associated with any online or offline interactions with other Users (including disputes and reviews or comments made by other Users), Classes, Class Materials, the Class Contract and all risk for any damage to your computer system, property or loss of data.
13. Indemnification
13.1. You agree to indemnify, and continually indemnify, ClassBento in relation to all claims, actions, liabilities, costs, losses and expenses (including legal costs on a full indemnity basis) that ClassBento incurs as a result of third party claim arising from or in connection with: (i) your use of the Services; (ii) your failure to comply with this Agreement (including breach of any warranties), applicable law or other contracts you have entered with Third Parties; (iii) any wilful, unlawful or negligent act or omission by you (or your employees, related entities, affiliates, agents, contractors as relevant); (iv) your Content including a claim that your Content infringes a third party's Intellectual Property rights (including Moral Rights); (v) the Class Contract or other contracts you enter with other third parties including for Third Party Services; or (vi) if you are a Teacher, any provision of a Class or Class Materials by you including an allegation of breach by you of your agreements with, or any claim against us by, your Students.
14. Advertisements, Promotions and Media Consent
14.1. ClassBento may run advertisements and promotions from a Third Party on the Website. Your correspondence or business dealings with, or participation in promotions of, advertisers other than ClassBento found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Third Party. ClassBento is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of Third Party advertisers on the Website.
14.2  By participating in activities, workshops, or events listed on our platform, you agree that photographs or videos taken during the activity, which may include your image, may be used by us for promotional and marketing purposes, including but not limited to use on our website, social media, and other advertising channels. If you do not wish to have your image used for these purposes, you must inform us in writing prior to the activity or event.
15. Gift Cards
15.1. Users may purchase gift cards in the form of Stored Value or otherwise be provided credit in the form of Stored Value. Stored Value:
(a) can be used by the credited User to purchase Classes or Class Material via the Website;
(b) are not refundable or redeemable for cash;
(c) cannot be replaced, exchanged or reloaded or transferred to another card or account;
(d) are valid for 3 years from the date on which the Stored Value is purchased (or conditional upon any other specific jurisdictional legislative requirements);
(e) must not be reproduced, copied, distributed, or published directly or indirectly in any form or by any means for use by an entity other than the credited User without ClassBento's prior written permission.
15.2. The User credited with Stored Value is solely responsible for the security of any Stored Value. Save for the Non-Excludable Conditions, ClassBento will have no liability for any loss or damage to the Stored Value and does not have any obligation to replace Stored Value.
15.3. ClassBento will not accept, and may refuse or cancel, any Stored Value, which it reasonably determines in its discretion, has been used in breach of this Agreement or has been forged, tampered with, or is otherwise fraudulent and ClassBento reserves the right to refer any suspected fraudulent activity to relevant law enforcement authorities. In particular, Stored Value, such as promotional coupons, vouchers, codes, gift cards distributed or circulated without our approval, for example on an internet message board or on a "bargains" website, are not valid for use and may be refused or cancelled.
15.4. ClassBento is entitled to any value of Stored Value which is not redeemed before the Stored Value expires or is cancelled by ClassBento.
15.5 Users acknowledge and agree that use of Stored Value to purchase Classes or Class Material via the Website does not in any way affect, limit, diminish or otherwise vary or change the roles, responsibilities and liabilities of ClassBento and other Users (whether as a Student or Teacher) as set out in this Agreement.
15.6 If a gift card states that ClassBento will donate unused balances to a charity, this means that the unused balances will be donated in the form of ClassBento gift card credits to that charity, upon that gift card expiring.
16. Third Party Services
16.1 ClassBento may from time to time include, feature or otherwise make available Third Party Services via the Website or Services. Such Third Party Services are not provided by ClassBento and may be featured or otherwise made available via the Website or Services as a convenience to our Users who may find the Third Party Services of interest or of use.
16.2 Third Party Services are provided to Users pursuant to the Third Party Service provider's terms and conditions (including their privacy policy).
16.3. If a User uses a Third Party Service, or otherwise engages with any Third Party Service provider, then such agreement will be directly between the User and that Third Party provider. You remain responsible for ensuring you review, comply with and agree to such Third Party Service provider's terms.
16.4 ClassBento makes no representation or warranty as to the Third Party Services. However, to help us continue to improve the Website or Services, Users may inform ClassBento of their Third Party Service experience.
16.5 To the extent permitted by law, ClassBento specifically disclaims all liability for any loss or damage incurred by you in any manner due to the performance or non-performance of such Third Party Service and disputes with any Third Party Service provider must proceed pursuant to any dispute resolution process set out in the terms of service of the Third Party Service provider.
17. Disputes
17.1. If a dispute arises under this Agreement, the parties will attempt to resolve the dispute in good faith, prior to commencing any form of litigation or legal proceedings.
17.2. For disputes between Users you acknowledge and agree that we may elect in our absolute discretion assist with resolving disputes between Users, in which case we may, in our absolute discretion provide your information as we decide suitable to other parties involved in the dispute and you must co-operate with any investigation undertaken by us. We also reserve the right to make a final determination (acting reasonably) based on the information supplied by other Users involved in a dispute as to what action we may take in an attempting to help resolve the dispute.