Thank you for using Clusterify.ai

Thank you for using Clusterify.ai!

Clusterify.ai, Inc. ("Clusterify.ai") is a Delaware corporation. In these Terms of Use, we will reference ourselves as “Clusterify.ai” or “we/us”. This document sets out the terms for use of our Platform. Our platform can be found at https://clusterify.ai, and also includes all of the subdomains, mobile applications, any other media, location, application, etc. owned, managed or otherwise operated by Clusterify.ai. When referring to the infrastructure in these Terms, we will be collectively referring to them as the "Platform".

When we refer to “You” or “User”, we mean the entity you represent in accepting these Terms, or, if that does not apply, you individually. If you are accepting on behalf of your employer, your company, or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party you represent.

By using our Platform in any manner, You are expressly agreeing to, and give Your consent to be governed by, these Terms. If You do not agree with these Terms or You do not wish to be bound by these Terms, You must not use or access the Platform in any manner.

1. The Services Provided by Clusterify.ai

1.1. The Clusterify.ai Platform and Clusterify.ai Services

Clusterify.ai provides an open online content creation platform designed to allow content Customers and Users (“Customers and Users”) to build, design, publish, and sell courses, coaching offerings (“Coaching”) and other services to their end users (“Users”). Clusterify.ai provides each User with a dedicated Clusterify.ai environment (“school”) to host and offer their services. Clusterify.ai offers this content creation platform along with a number of additional services and tools (e.g. payment gateways, author and affiliate payouts) and the entire selection of tools and services offered via the Platform will be referred to in these Terms as "Clusterify.ai Services".

1.2. Relationship between Clusterify.ai and Users

Clusterify.ai is neither a content provider nor an educational institution. Customers, Users and Referrers are not employees of Clusterify.ai.

Clusterify.ai is not responsible for interactions between Customers and Users and Users, with the exception of providing the technological means through which Customers and Users may broadcast and otherwise make their courses, digital downloads, and other content (collectively, “User Content”) available and, at each User's election, for processing payments through Clusterify.ai's payment gateway(s). Clusterify.ai is not liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of the User/Student relationship, including but not limited to, any Student's reliance upon any information provided by a User or User Content at any time.

As stated in our Privacy Policy, Clusterify.ai only provides Customers and Users with limited information about Users enrolled in their services, including name, email address, IP address, and the User offering in which the Student has enrolled. This information is only available to the User upon the purchase or enrollment of a Student in the User's school. Clusterify.ai does not provide, sell, rent, release, disclose, or otherwise transfer Student data to Customers and Users for monetary or other valuable consideration. Users assume full responsibility for the disclosure and use of any other personal information the Student chooses to disclose to any User on the Platform.

1.3. The Discover Platform

The Clusterify.ai Platform encompasses the Clusterify.ai Discover ("Discover") platform, a marketplace that allows Users to search, find, and sign up for select User offerings. Discover is an overall part of the Clusterify.ai Platform, and these Terms apply in full force to the use of Discover. However, to the extent that You are a User being featured on Discover, the terms of the Clusterify.ai Discover Platform Agreement shall govern and take precedence in the event of any conflicts with these Terms.

2. Eligibility and Account Terms

2.1 Age of Access

You must be at least 18 years old to use the Platform, or, if You are between the ages of 13 and 18, You must have your parent or guardian's permission to use the Platform. By using our Platform, You are telling us by your actions that You have obtained that permission (You are 'representing' and 'warranting' that You have obtained the appropriate permissions to use our Platform). IF YOU ARE UNDER THE AGE OF 13 YOU MAY NOT USE OUR PLATFORM IN ANY MANNER NOR MAY YOU REGISTER FOR AN ACCOUNT.

2.2 OFAC Restrictions

As an express condition of being permitted to access and use the Platform, You represent and warrant that You (i) are not on a list of persons that bars You from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Syria, Venezuela or Crimea.

2.3 User Accounts

To access or use certain features of the Platform, You may be required to register for an account (“Account”). For example, to enroll in a User's course or other service, You will be required to create a Student Account associated with the User's school. When You register for an account, You agree to provide true, accurate, current and complete information and to keep Your account up to date.

2.4 User Accounts

To sign up for the Platform as a User, you will need to open a User account. Customers and Users are deemed the contracting party ("Primary Owner") for the purposes of our Terms.

If you are signing up as a User on behalf of your employer, your employer shall be the Primary Owner of the account and any associated school(s). If you are signing up on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms.

2.5 Admin User Accounts

Depending on the Clusterify.ai subscription plan, a User may allow one or more persons (“Non-Primary Owner”) to establish an administrative account associated with a Primary Owner's school. The Primary Owner is responsible for setting the level of access and permissions for Non-Primary Owners.

A Primary Owner is responsible and liable for the acts, omissions and defaults arising from the use of Non-Primary Owner accounts associated with their schools as if they were the Primary Owner's own acts, omissions, or default.

2.6. Account Ownership Disputes

In the unlikely event that there is a dispute over the ownership of an account, Clusterify.ai has the right to request additional information from You to determine ownership and settle the dispute. The information that We may request to assist in resolving ownership disputes includes, but is not limited to, the following:

• a copy of Your photo ID;

• Your business documents, including a Charter, Certificate of Incorporation, LLC

• Agreement, business license, or other documentation showing ownership of Your entity;

• Your billing information and details;

• Certified copies of your tax forms; and

• Other documentation as we deem necessary to settle the dispute

Should a dispute arise, Clusterify.ai reserves the right determine the account ownership in its sole judgment, and the ability to transfer the account to the rightful owner, unless otherwise prohibited by law.

3. Code of Conduct

We have to set up some ground rules. Honestly, most of what we cover here should go without saying. However, it's better to be upfront about things, rather than just assume everyone knows how they are expected to conduct themselves on our Platform. If You violate this Code of Conduct, we reserve the right to remove You and any of Your User Content from the Clusterify.ai Platform. Whether conduct violates our Code of Conduct will be determined in Clusterify.ai's sole discretion.

3.1 No Illegal Activity:

This is about as simple as it gets. Do not use the Clusterify.ai Platform for any illegal activity. Period. You are not allowed to use our Platform to engage in any kind of conduct that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

3.2 No Fraud:

Yes, this is probably covered in the No Illegal Activity section above, but we want to make this very clear. Fraud will not be tolerated in any capacity.

3.3 No Bad Conduct:

Do not use the Clusterify.ai Platform to transmit, distribute, send, or otherwise expose the Platform or its Users to viruses, worms, or any other code that may be deemed dangerous, harmful, or destructive in any manner.

3.4 No Spamming:

Seriously. No one likes spam. We don't like spam. We're pretty sure that You don't like your inbox cluttered with spam. You may not use the Clusterify.ai Platform to engage in any activities that will result in sending spam to anyone on the Clusterify.ai Platform, including Clusterify.ai (and its employees), Customers and Users, and Users.

3.5 Be Civil:

We mean this. We're an open platform allowing myriad subject matters to be taught. Not all User Content is for everyone. But the one thing we can all agree on is that when we use the Clusterify.ai Platform we are going to be civil and respectful at all times.

3.6 No Exploitation:

You will not use the Clusterify.ai Platform to try to gather personal information on anyone outside of the limited permissible uses for offering or accessing User Content.

3.7 No Impersonation:

Imitation is the sincerest form of flattery, but not when it comes to representing that You are a part of Clusterify.ai. You will not impersonate anyone on the Clusterify.ai Platform, including Clusterify.ai (and its employees), Customers, Users etc...

3.8 No Data Mining or Bots:

You may not use any data mining, robots, or similar data gathering or extraction methods.

3.9 No Use Other Than Intended:

You may not use the Platform or any User Content contained on the Platform for any purposes other than intended.

3.10 No Prohibited Content:

You may not use the Platform if Your User Content contains material that is libelous, slanderous, pornographic, obscene, unlawful, threatening, hateful, violent, predatory, defamatory, or otherwise objectionable, all of which shall be determined in Our sole discretion.

4. Intellectual Property and Terms that Apply to Your Data

In operating our Platform, it's important for us to make it clear who owns what and who's responsible for what. You are trusting us with Your content and consistent with Clusterify.ai's genuine belief in transparency we want to make it simple for You to know exactly what You are getting into when You join the Clusterify.ai community.

4.1 What Clusterify.ai Owns

All right, title and interest in and to the Platform, including our information, software, technology, data, applications, logos, marks, designs, text, graphics, pictures, audio and video files, other data or copyrightable materials or content, and their selection and arrangement, is referred to herein as "Clusterify.ai Content", and is and will remain the exclusive property of Clusterify.ai and its licensors. Clusterify.ai Content is protected by intellectual property rights both in the United States and internationally.

Your use of the Platform under these Terms does not give you additional rights in the Platform or ownership of any intellectual property rights associated with the Platform, including, but not limited to, any rights to use Clusterify.ai's trademarks, logos, domain names, and other distinctive brand features. Subject to Your compliance with and the limitations set forth in these Terms, Clusterify.ai grants You a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Platform and/or Clusterify.ai Services to fulfill your personal and commercial purposes.

You agree not to do any of the following while accessing or using the Platform and/or Clusterify.ai Services:

1. license, sublicense, sell, rent, lease, or otherwise permit third parties to use the Platform without Clusterify.ai's express written consent (this license is only for Your use and you may not assign it to anyone else without our permission).

2. circumvent or disable any security or other technological features or measures of the Platform.

3. copy, modify, create derivative works of, decompile, reverse engineer, disassemble, or otherwise attempt to discover any source code of or any elements of the Platform, or use the Platform to compete with Clusterify.ai

4. engage in any activity that would interfere with, damage, or harm the Platform and/or Clusterify.ai Services.

All rights not expressly granted by Clusterify.ai are reserved.

4.2 What You Own

Any data, information or material originated by you that you upload or otherwise transmit through the Platform, including User Content, (“User Content”) is and remains Yours. Clusterify.ai does not claim any intellectual property rights over User Content by virtue of Your use of the Platform and/or Clusterify.ai Services.

By uploading User Content to the Clusterify.ai Platform, You agree that:

1. Clusterify.ai may review User Content for any reason, including compliance with our Code of Conduct and prohibited content requirements, but Clusterify.ai has no obligation to review anything that You upload.

2. You are uploading User Content to the Clusterify.ai Platform at Your direction and Clusterify.ai does not in any way certify or provide approval or permission prior to You uploading User Content.

3. Clusterify.ai may display User Content to other users (e.g. Your Users) via the Clusterify.ai Platform for the purpose of providing Clusterify.ai Services.

4. You agree that by uploading User Content to Our Platform, You are allowing Us to store Your User Content.

5. You agree to provide Clusterify.ai with all necessary licenses, including a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use (e.g, to display or transmit) User Content in furtherance of the Clusterify.ai Services (In other words, because You own Your Content, You have to give Us permission to display it, or to use it for internal operational purposes, like storing it on Our servers).

6. You are responsible for and own, or have the rights to use, all of Your User Content.

4.3 Your Posts

The Clusterify.ai Platform may include features that permits You to post, upload or transmit content that is intended to be viewed by other users (“Posts”). For example, Customers and Users participating in Clusterify.ai:HQ will have the opportunity to submit Posts to other members of the Clusterify.ai community. For the avoidance of doubt, Posts exclude User Content (including User Content).

By submitting Posts to the Clusterify.ai Platform, you grant Clusterify.ai a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute Your Posts for any purpose. Clusterify.ai may exercise all copyright, publicity and moral rights, in any media, with respect to Your Posts.

4.4 Content Free of Infringement of Any Third-Party Rights

1. You agree that Your User Content and/or Posts do not infringe upon anyone else's intellectual property rights and that You have secured or obtained or received all necessary rights and permissions, as necessary, from any third parties who may own the content.

2. In plain language, this means that if You're using someone else's work (including videos, text, charts, powerpoints, etc.) in Your User Content or Posts, You've gotten the content owner's permission to use it. You wouldn't want anyone selling any of Your User Content without Your permission. If You are going to use something that You didn't create, make sure You can demonstrate that You have the right to use it before You make it a part of Your User Content.

4.5 Feedback

You may choose or we may invite You to submit suggestions, recommendations, enhancement requests or other feedback about Clusterify.ai Services or the Platform (“Feedback”). By submitting any Feedback, You agree that such Feedback is gratuitous, unsolicited, and without restriction, and You grant us a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate any Feedback into Clusterify.ai Services and/or the Platform. We actively review Feedback for new ideas. If You wish to preserve any interest You might have in your Feedback, You should not post them to the Platform or send them to us.

4.6 Processing of Data by Customers and Users

1. Customers and Users are responsible for protecting all personal information they provide to, or receive from, Clusterify.ai in connection with the use of Clusterify.ai Services. Clusterify.ai's Data Processing Agreement ("DPA") forms part of these Terms and sets out Clusterify.ai's and User's obligations with respect to the processing of personal information. Customers and Users agree to abide by the DPA when and to the extent Data Protection Laws apply to a User's use of Clusterify.ai Services to process Student Data or User Data (as these terms are defined in the DPA).

2. Customers and Users are considered controllers or "owners" of the personal information they collect from and about Users. In addition to agreeing to the terms of the DPA, Customers and Users are also responsible for providing an appropriate privacy notice to their Users, respecting their Users' privacy rights in accordance with applicable law, and providing access to or deleting Users' personal information if they request and as required by applicable law.

5. Clusterify.ai's General Rights In Operating Its Platform

5.1 Clusterify.ai may modify, terminate, or refuse to provide Clusterify.ai Services at any time for any reason, without notice.

5.2 Clusterify.ai may remove anyone from the Clusterify.ai Platform at any time for any reason, solely in Clusterify.ai's discretion. This right is not modified by any other section of these Terms.

5.3 Clusterify.ai reserves the right to access Your account, school, and User Content in order to respond to requests for technical support, to maintain the safety and security of the Clusterify.ai Platform, and for other legitimate business purposes, as necessary, in Clusterify.ai's discretion.

5.4 Clusterify.ai may, but has no obligation to, monitor any User Content that appears on the Clusterify.ai Platform or review any conduct occurring through the Platform, including any interactions between Customers, Users and Referrers and Clusterify.ai employees.

5.5 Clusterify.ai reserves the right to modify, suspend, or alter its refund policy, at its sole discretion.

5.6. If You close Your account or terminate Your school, Clusterify.ai may keep a copy of Your User Content after termination. You grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for compliance with any relevant laws and regulations and for our internal business purposes, subject to applicable law.

5.7 Clusterify.ai reserves the right to remove You and Your User Content without warning if You violate any of the provisions of these Terms.

5.8 Clusterify.ai has, in its sole discretion, an absolute right to modify, change, alter, suspend, or terminate any provision of these Terms without warning at any time.

6. Intellectual Property Violations

6.1 Copyright Violations and the DMCA

If Clusterify.ai has a good faith belief that any content (including User Content) appearing on its Platform violates any copyrights or has been illegally copyrighted, Clusterify.ai reserves the right to remove, block, or otherwise 'take down' the content. Clusterify.ai also reserves the right to remove from the Platform any Customers and Users or other parties, who are repeat offenders of the Clusterify.ai repeat offender policy.

1. Reporting Copyright Infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"): a) Clusterify.ai provides an online form for submitting copyright infringement notices under the DMCA. If you believe that content on the Clusterify.ai Platform is infringing on your copyrights, please complete Clusterify.ai's copyright infringement notice form to forward your notice to Clusterify.ai's designated agent for review. (For trademark infringement claims, refer to https://u.clusterify.ai/). b) If your submission contains all of the information required by the form and complies with the DMCA, Clusterify.ai will expeditiously remove or disable access to the content alleged to be infringing. c) Please note that when Clusterify.ai removes content in response to a DMCA notice, Clusterify.ai will attempt to contact the party who posted the content You report as infringing and provide information about the notice and removal, including information about how to submit a counter notice. Clusterify.ai may also send a copy of any notices received to the affected party.

2. DMCA Counter Notice Procedure a) If Your content is removed due to the receipt of a DMCA notice and you believe that your content was wrongly removed, you may send Clusterify.ai what is known as a Counter Notice. b) Your Counter Notice must contain:

3. A physical or electronic signature

4. Identification of what was removed and the location where the material appeared before it was removed

5. A statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification

6. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district of New York and that you will accept service of process from the person who provided notification

7. c) Your Counter Notice must be sent to Clusterify.ai's designated agent at [email protected] d) Please note that a copy of any Counter Notice received will be sent to the party who reported the content as infringing.

8. Repeat Infringement Policy: As we stated above, Clusterify.ai really doesn't look favorably on anyone who is using someone else's intellectual property without permission. Should Clusterify.ai receive two or more DMCA complaints regarding any User, Clusterify.ai may simply remove that User from the Clusterify.ai Platform without further warning. Note: as we state in our Clusterify.ai Rights section, we still reserve the right to remove any school at any time for any reason. This Repeat Infringement section does not change that right in any way.

6.2. Trademark Violations

Clusterify.ai reserves the right to remove access to content that it knows, or has reason to know, violates the rights of trademark owners. Please note that Clusterify.ai will send a copy of any trademark infringement claim received to the user who posted the content you report as infringing.

1. Reporting Trademark Infringement a) Clusterify.ai provides trademark owners an online form for submitting information to enable Clusterify.ai to evaluate trademark infringement claims. If you believe that a user of the Clusterify.ai Platform is infringing your registered trademark, please complete Clusterify.ai's trademark complaint form to forward your claim to Clusterify.ai's team for review. (For copyright infringement claims, refer to Section 6.1 above). b) If your submission contains all of the information required by the form and demonstrates that a user of the Clusterify.ai Platform is infringing your registered trademark by using your trademark in connection with the goods or services covered by your registration, Clusterify.ai will take appropriate action, which may include removing access to the infringing content and/or terminating the user. c) Do note Clusterify.ai is not a court of law and there may be times that we cannot take action based on the information that you submit in our online form. In such cases, we may refuse to take action, and if warranted, you may resubmit the online form with additional information and materials requested by the form that were not previously submitted.

2. Counter Notice Procedure a) If Your content is removed due to the receipt of a Trademark notice, you may send Clusterify.ai a counter notice if you believe that your content was wrongly removed. b) If Clusterify.ai receives a counter notice that denies the infringement claim and asserts that it has a good faith basis for doing so, Clusterify.ai may choose not to remove the allegedly infringing content but will put you in contact with the user so that you and the user can address the matter directly.

7. Third Party Communications

By using Clusterify.ai's Platform, You may receive communications from third parties (e.g. a User may communicate with a Student). Clusterify.ai is not responsible for these communications and shall not have any liability in connection with them. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any such third-party communications. Clusterify.ai assumes no responsibility for verifying, and makes no representations or warranties regarding the identity or trustworthiness of the source or content of any such third-party communications.

8. Third Party Offerings

8.1 Through the Clusterify.ai Platform, You will have the ability to access content, links to websites, products and services provided by Customers and Users and other third parties ("Third Party Offerings"). Your use of any Third Party Offerings provided on this Platform or a third party website is at Your own risk. Clusterify.ai does not monitor or have any control over, and makes no claim or representation regarding Third Party Offerings and accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third Party Offerings. You should review applicable terms and policies, including privacy and data gathering practices, of any third party, and should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third party.

8.2 AI Services.  Clusterify.ai may provide you with access to AI services, including, but not limited to, AI created course outlines, which are powered by Open AI, LLC's ("OpenAI") services. By using these AI services, you accept and agree to be bound by OpenAI's API Terms of Use and other Policies (the “Open AI Terms”), which are legal agreements between you and OpenAI. Clusterify.ai is not liable to you in respect to the OpenAI terms. In case of any inconsistency between the Terms and OpenAI's Terms, the Terms shall govern.

9. Clusterify.ai API Services

9.1 The Clusterify.ai Platform encompasses Clusterify.ai APIs ("API" or "APIs"), a powerful solution that provides flexibility for Customers and Users to access and interact with data about their business on Clusterify.ai. APIs provide Customers and Users with access to school performance data related to sales, enrollments, and student engagement anytime they would like. APIs provide the ability for Customers and Users to build custom products for their school's end users (“Users”).

9.2 Clusterify.ai API Features include:

• Transactions API: Customers and Users can fetch a list of sales transactions at their schools using Transactions API, which is a collection of payment processing endpoints (Charge, CaptureTransaction, CreateRefund, and VoidTransaction) and reporting endpoints.

• Hook Events API: Customers and Users can fetch a list of webhook events at their schools.

• Enrollments API: Customers and Users can enroll and unenroll a Student or prospective Student in a course.

• Users API: Customers and Users can create a new user, look up a specific user by ID, and update a user by ID.

• Pricing Plans API: Customers and Users can fetch pricing plan details by pricing plan ID. Customers and Users can fetch all of the pricing plans at their school.

• Courses API: Customers and Users can fetch all the published courses at her school. Customers and Users can fetch a specific course by ID. Customers and Users can fetch a list of his/her Users enrolled in a specific course.

9.3 Definitions for this Section Only: The following definitions only apply to this section of the Terms and its subsections (Section 9).

(a) "API" means the Clusterify.ai API application programming interface and any API Documentation or other API materials made available by Company on the Platform

(b) "API Documentation" means the API documentation described from time to time.

(c) "API Key" means the security key Company makes available for you to access the API.

(d) "Company Marks" means Company's proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Section of the Terms.

(e) "Company Offering" means Company's operating system and application software made available by Company on a hosted basis.

(f) "Your Applications" means any applications developed by you to interact with the API.

9.4. License Grant

Subject to and conditioned on your compliance with all terms and conditions set forth in the Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to: (a) use the API solely for your internal business purposes in developing Your Applications that will communicate and interoperate with the Company Offering; and (b) display certain Company Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Applications. You acknowledge that there are no implied licenses granted under this Section of the Terms. We reserve all rights that are not expressly granted. You may not use the API or any Company Mark for any other purpose without our prior written consent. You must obtain an API Key through the registration process to use and access the API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.

9.5 Additional Use Restrictions for API Services

Except as expressly authorized under the Terms, you may not: (a) remove any proprietary notices from the API; (b) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (c) combine or integrate the API with any software, technology, services, or materials not authorized by Clusterify.ai; (d) design or permit Your Applications to disable, override, or otherwise interfere with any Clusterify.ai-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (e) use the API in any of Your Applications to replicate or attempt to replace the user experience of the Company Offering; or; (f) attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API.

9.6 No Support; Updates

The Terms do not entitle you to any support for the API. You acknowledge that we may update or modify the API from time to time and at our sole discretion (in each instance, an "Update"), and may require you to obtain and use the most recent version of the API. Updates may adversely affect how Your Applications communicate with the Company Offering. You are required to make any changes to the Applications that are required for integration as a result of such update at your sole cost and expense. Your continued use of the API following an Update constitutes binding acceptance of the Update.

9.7 No Additional Fees for APIs

You acknowledge and agree that no additional license fees or other payments will be due for API in exchange for the rights granted under the Terms. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in the Terms, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, we reserve the right to start charging for access to and use of the API at any time.

9.8 Collection and Use of Your Information

We may collect certain information through the API, Company Offering or the Licensor Offering about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API or the Company Offering, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy and data protection requirements, available at https://clusterify.ai/.

9.9 Return of Your Data

Upon request by You made within thirty (30) days after the effective date of termination of Your use of Clusterify.ai API, we will make available to You for download a file of Your Data in comma separated value (.csv). After such 30-day period, we shall have no obligation to maintain or provide any of Your Data and may thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

9.10 API Rate Limits

The number of API requests Clusterify.ai will permit You to make during any given time period may be limited. Clusterify.ai may determine Your rate limits based on various factors at Clusterify.ai's sole discretion. Clusterify.ai reserves the right and may, in its sole discretion, charge You for API requests that exceed Clusterify.ai's rate limits or terminate or resort to other measures including suspending access to Clusterify.ai APIs as necessary subject to applicable law. Clusterify.ai will not provide a credit to You to the next month or year for any unused requests.

10. Payments

Clusterify.ai operates two different types of payment options for Customers and Users who use our Platform: Clusterify.ai Native Gateways and Custom Payment Gateways. Your use of either type of gateway is covered by the terms of this section.

10.1. Clusterify.ai Native Gateways

For the avoidance of doubt, the term Clusterify.ai Native Gateways is a reference to both Clusterify.ai Payments and the Monthly Payments Gateway.

1. Appointment of Clusterify.ai as a Limited Payment Collection Agent for Clusterify.ai Native Gateways: Each User collecting payment for services provided on the Clusterify.ai platform via Clusterify.ai Native Gateways hereby appoints Clusterify.ai as the User's payment collection agent solely for the limited purpose of accepting funds from Users purchasing such services. a) Each User agrees that payment made by a Student through the Clusterify.ai Native Gateways shall be considered the same as a payment made directly to the User, and the User will provide the purchased services to the Student in the agreed manner as if the User has received the payment directly from the Student. Each User agrees that Clusterify.ai may refund the Student in accordance with the Terms. Each User understands that Clusterify.ai's obligation to pay the User is subject to and conditional upon successful receipt of the associated payments from Users. Clusterify.ai guarantees payments to Customers and Users only for such amounts that have been successfully received by Clusterify.ai from Users in accordance with these Terms. In accepting appointment as the limited payment collection agent of the User, Clusterify.ai assumes no liability for any acts or omissions of the User. b) Each Student acknowledges and agrees that Clusterify.ai acts as the User's payment collection agent for the limited purpose of accepting payments from you on behalf of the User. Upon payment of the funds to Clusterify.ai, the Student's payment obligation to the User for the agreed amount is extinguished, and Clusterify.ai is responsible for remitting the funds to the User in the manner described in these Terms, which constitute Clusterify.ai's agreement with the Student. In the event that Clusterify.ai does not remit any such amounts once successfully received from the Student, the User will have recourse only against Clusterify.ai and not the Student directly.

2. Clusterify.ai Payments: The Clusterify.ai Payments gateway allows Customers and Users to process credit or debit card transactions and facilitates faster payout processes. Clusterify.ai Payments is available to some Customers and Users, based on location. For a list of eligible locations, please see the Clusterify.ai website. a) Customers and Users have the option to set up Clusterify.ai Payments from their school's Admin page. By setting up Clusterify.ai Payments, You agree to the terms that appear in these Terms and/or on the Clusterify.ai Platform regarding the Clusterify.ai Payments Gateway. b) Third Party Agreement: In setting up Clusterify.ai Payments, You may be instructed to agree to terms of service offered by Stripe. Stripe is an independent party from Clusterify.ai and Clusterify.ai is not responsible for the contents of their terms of service. Should Stripe's terms of service differ from these Terms, such differences shall not modify these Terms in any manner. c) By using Clusterify.ai Payments You agree that Clusterify.ai may place a portion of Your school sales in reserve for a period of time to cover losses, chargebacks, refunds, etc. The current reserve period and amount are located on our Knowledge Base page regarding Clusterify.ai Payments. The amount of reserves and the length of time in which they are held are subject to change at Clusterify.ai's sole discretion. Should the reserve period or the amount withheld change, Clusterify.ai will make reasonable efforts to update the Knowledge Base page to communicate these changes. d) Fees for Clusterify.ai Payments may be found on the Clusterify.ai Knowledge Base page. All Clusterify.ai Payment gateway fees will be deducted before the funds are sent to the User. The fees associated with Clusterify.ai Payments are subject to change, in Clusterify.ai's sole discretion. By using Clusterify.ai Payments, You agree to the fees as set by Clusterify.ai.

3. Monthly Payment Gateway: Clusterify.ai Customers and Users may also have an opportunity to utilize the Monthly Payments Gateway (MPG) to facilitate credit card or debit card transactions or to utilize PayPal as a payment option. MPG is offered wherever PayPal accounts are available and the availability of MPG is subject to any limitations by PayPal. Clusterify.ai Payments users will only be able to utilize MPG for PayPal transactions and will not be able to utilize MPG for credit card processing. a) Third Party Agreement: In setting up MPG, You may need to agree to terms of service offered by Stripe or PayPal. Stripe and PayPal are independent parties from Clusterify.ai and Clusterify.ai is not responsible for the contents of their terms of service. Should their terms of service differ from these Terms, such differences shall not modify these Terms in any manner. b) Funds paid out to Customers and Users via MPG are paid on the first of the month (or first available business day) no earlier than thirty (30) days after the end of the month in which a sale was made. This hold period is to account for any potential losses, chargebacks, refunds, etc. For the avoidance of doubt, this hold may result in funds being paid out more than thirty (30) days after the sale to a Student. The current hold period can be located on our Knowledge Base page regarding MPG. The length of time in which MPG funds are held before payout is subject to change at Clusterify.ai's sole discretion. Should the hold period change, Clusterify.ai will make reasonable efforts to communicate these changes via the Knowledge Base page.

10.2. Custom Payments Gateway: Customers and Users on the Professional, Business, and Enterprise plans may choose to set up a Custom Payment Gateway (CPG) to process Student transactions. These transactions, which are made through a third-party payment gateway, are outside of the scope of your relationship with Clusterify.ai. You agree that Your CPG service is a third-party payment service and is not a part of the Clusterify.ai Services. Payouts are distributed according to the third-party payment service's policies and procedures, and are not subject to any of Clusterify.ai's policies and procedures related to payments, including the 14-day refund policy or payment hold. Furthermore, You acknowledge that:

1. Transactions. made through CPG are not subject to Clusterify.ai's transaction fees.

2. Clusterify.ai does not control any payment processing fees that may be assessed through CPG. Additionally, while Clusterify.ai may record the amounts that you owe to authors and affiliates in the transaction report, Clusterify.ai does not have the access or ability to make deductions from transaction fees processed through third-party payment gateways to pay your authors or affiliates. Customers and Users using CPG are responsible for making payments to authors and affiliates on their own.

3. Clusterify.ai is not a marketplace facilitator with respect to any transactions that occur through CPG. By using CPG, You further acknowledge that Clusterify.ai does not have any responsibility to pay, remit, or otherwise collect or send to any relevant tax authorities any taxes owed, including sales taxes, on User Content you sell through CPG.

10.3 Chargebacks

Customers and Users may be charged a fee for any chargeback on credit card, debit card, or PayPal transaction that is processed through the Clusterify.ai Native Gateways. This fee is deducted from Your school's payout but is returned to You if You win the dispute. Current fees may be found on the Clusterify.ai Knowledge Base. Fees are subject to change.

10.4 Negative Balance Collections

Under certain circumstances including, without limitation, refunds and chargebacks, You may incur negative balances on Your Account. In the event that You are unable to resolve such negative balances directly with Clusterify.ai within a time period determined solely by Clusterify.ai in adherence with the Federal Debt Collections Practice Act and other applicable laws, You hereby permit Clusterify.ai to appoint a collections agency solely for the limited purpose of collecting such negative balances on Your Account. You agree to pay all costs and expenses including, without limitation, attorneys' fees, legal expenses, collections agency fees, and other collections fees, incurred by or on behalf of Clusterify.ai in connection with the collection of any amounts due to Clusterify.ai under these Terms that are unpaid by You. Clusterify.ai will send the debt out for collection to a collection agency no sooner than payment 90 days due.  

11. Taxes

Laws governing the collection, reporting and remittance of sales and use taxes, value-added taxes and other similar state, local and foreign taxes are complex. This section of the Terms summarizes Clusterify.ai's practices regarding these tax requirements. Please be advised that Clusterify.ai's position on these tax matters is subject to change, without notice, and possibly with retroactive effect.

Depending on the laws of the relevant jurisdictions, User Content sold by Customers and Users to Users through the Clusterify.ai platform for purchases of courses and other services and transmitted to locations inside and outside of the United States may be subject to tax.

The rate and amount of tax imposed depends on a number of factors which Clusterify.ai considers, including (without limitation):

• The identity of the User and/or Student;

• The type of course or service that was purchased, and whether or not is it taxable;

• The payment gateway used by the User (Clusterify.ai Native Gateways vs. Custom Payments Gateways); and

• The shipment or delivery address of the User or Student, as applicable.

Clusterify.ai may request additional information from its customers, which will require You to provide certain information, such as Your legal name, tax identification number, address, phone number, e-mail address, and account information for Your bank account, as necessary to fulfill its tax obligations.

11.1 General Application of Sales Taxes in the United States

Clusterify.ai will determine whether a transaction on the Clusterify.ai Platform is subject to tax based on the applicable laws in each state. Clusterify.ai will calculate, collect, report and remit any sales taxes collected directly to the state on whose behalf the tax is imposed. Certain states may also require the User to submit their own tax filings or information returns.

The tax rate applied to Your transaction will be equal to the combined applicable state and local tax rate which shall be determined by Clusterify.ai based on the information provided by the User and/or Student, as applicable.

1. Fees from Clusterify.ai Subscription PlansWhere applicable, Clusterify.ai will collect from the User sales tax that may arise in connection with Clusterify.ai subscription fees. Customers and Users who believe that they should not be charged tax in connection to Clusterify.ai subscription fees must provide Clusterify.ai with a valid tax/identification number, a valid tax ID/tax certificate or other documentary proof issued by an appropriate taxing authority confirming that Clusterify.ai should not charge tax to the User in accordance with the applicable tax laws. Please note that in some situations, tax laws may require the User to report and remit tax itself to its tax authority with regard to subscription fees paid to Clusterify.ai (these situations are commonly referred to as 'reverse charge').

2. Fees from the sale of User Content For United States sales tax purposes, Clusterify.ai may be deemed to be a “marketplace facilitator” for third-party sales transacted through Clusterify.ai's Native Payment Gateways. A “marketplace facilitator” is generally defined as the entity that owns or operates the marketplace (platform), and directly or indirectly processes transactions (including the sof physical property, digital goods and services) on behalf of third-party sellers (“marketplace sellers”). In the United States, marketplace facilitator laws and regulations shift the sales tax collection, reporting and remittance obligations from marketplace sellers to the marketplace facilitator. Therefore, where Clusterify.ai is deemed a marketplace facilitator, Clusterify.ai is responsible for calculating, collecting, remitting and refunding sales taxes on taxable products and services that are sold over Clusterify.ai's Native Payment Gateways (i.e. Clusterify.ai Payments and Monthly Payment Gateway). Please note that where a User is using the Custom Payment Gateway (CPG), the User is solely responsible for calculating, collecting, reporting and remitting sales tax regardless of the Student's state of residence. Customers and Users are able to download sales reports detailing the purchase amount and the amount of tax collected on each sale through their account dashboard. It is possible that certain states will require additional marketplace facilitator collection (“Marketplace Facilitator Collection”) under new or existing laws. At its sole discretion, Clusterify.ai shall determine when it will undertake Marketplace Facilitator Collection with respect to a jurisdiction and You authorize Clusterify.ai to take all actions necessary to undertake such Marketplace Facilitator Collection. You agree to reasonably cooperate with Clusterify.ai and timely provide all information necessary for Clusterify.ai to accurately calculate, collect, report and remit such taxes including, but not limiting to, complying with the other provisions of this section. Clusterify.ai shall have sole discretion to specify the rate and taxability applied to the products and services sold. You also understand and agree that Clusterify.ai may undertake Marketplace Facilitator Collection for transactions in jurisdictions in which you do not otherwise have a substantial nexus. Notwithstanding any other provision of these Terms, You understand and agree that Clusterify.ai will not remit to You any taxes collected as part of Marketplace Facilitator Collection. Without limiting Your obligations or liability under any other provision of these Terms, You agree to indemnify and hold harmless Clusterify.ai for any taxes, penalties, or interest on Your transactions asserted against Clusterify.ai by a jurisdiction with respect to Marketplace Facilitator Collection. Please refer to Clusterify.ai's Knowledge Base article on United States Sales Tax and Clusterify.ai for a list of jurisdictions where Clusterify.ai collects tax as a marketplace facilitator.

3. Exceptions Clusterify.ai will not collect sales taxes in the following circumstances: User sales over Custom Payment Gateway (CPG): Customers and Users must calculate, collect, report and remit taxes themselves User sales off Platform: Customers and Users must calculate, collect, report and remit taxes themselves Tax Exempt Organization: Customers and Users from tax-exempt organizations who purchase products or services on the Clusterify.ai platform will be required to pay sales taxes on the initial purchase. Thereafter, the User or Student should submit a refund request to [email protected]. The refund request should include a copy of the purchase receipt showing the sales tax paid and the Order ID, as well as a copy of the User or Student's valid tax/identification number, a valid tax ID/tax certificate or other documentary proof issued by an appropriate taxing authority confirming that Clusterify.ai should not charge tax to the User in accordance with the applicable tax laws. Clusterify.ai will issue a refund once the documentation has been reviewed and approved. Resellers: User will need to provide Clusterify.ai with a tax exemption certificate issued by the state in which they are located.

4. Additional Sales Tax Considerations Clusterify.ai's failure to collect, report and remit taxes to any governmental authority, may not relieve the User or Student from its sales tax obligations or liabilities within a state where applicable products and services are taxable. In certain states, a marketplace seller is still responsible for collecting and remitting sales and use taxes on sales not made on the marketplace facilitator platform. Additionally, the marketplace seller may remain liable for the sales tax if the marketplace facilitator can demonstrate that: (i) it has made a reasonable effort to obtain accurate and complete information from an unrelated marketplace seller about a retail sale, and (ii) the failure to remit the correct amount of tax was due to incorrect or incomplete information provided to the marketplace facilitator by the unrelated marketplace seller. WE ADVISE EACH User AND/OR STUDENT TO CONSULT WITH ITS OWN TAX ADVISOR REGARDING THE APPLICABILITY OF THESE RULES TO THEIR INDIVIDUAL CIRCUMSTANCES.

11.2 General Application of Taxes Outside of the United States

User and Student expressly acknowledge that an agreement is formed directly between User and Student for the sale of User Content by the User to the Student. Clusterify.ai is not a party to that agreement nor sets any of the terms for User Content sold by the User to the Student.

The User is the supplier of the User Content, Clusterify.ai is not responsible for interactions between Customers, Users and Referrers and only provides technical means through which Customers and Users may make their User Content available to Users.

As the User sells its User Content directly to the Student under its agreement with the Student, except as expressly provided in these Terms, the User will be solely and fully responsible to collect, report and remit the correct amount of tax (if any) to tax authorities for charges to the Users for the purchase of User Content. Clusterify.ai recommends Customers and Users consult a tax advisor to assist with determining the tax requirements relating to the sale of their User Content.

Some countries provide for special tax laws making Clusterify.ai instead of the User responsible for the tax obligations pertaining to User Content sold by Customers and Users while using the Clusterify.ai Native Gateways (Clusterify.ai Payments and Monthly Payment Gateway). In this regard, please note that the tax laws of the countries where Users reside generally dictate whether such a special tax law applies making Clusterify.ai instead of the User responsible for tax.

Therefore, in the event a User sells User Content to Users in multiple countries, different tax obligations may apply for the User, depending on the countries where the individual Users reside.

Please note that where a User is using the Custom Payment Gateway (CPG), the User is always solely responsible for tax, regardless of the country of residence of the Student.

The Country-Specific Guidance section contains an overview of jurisdictions where tax laws apply that shift the tax obligations for User Content from the User to Clusterify.ai in the Clusterify.ai Native Gateways model due to a deemed (by way of legal fiction) resale of User Content by Clusterify.ai that applies for tax purposes only.

Clusterify.ai determines the country where a Student resides for tax purposes on the basis of information the Student enters at checkout. Where needed, Clusterify.ai makes such data available to the User to enable the User to determine the amount of tax on the sale of User Content to a Student for which the User is responsible.

1. Country Specific Guidance Please note that Clusterify.ai is handling tax on User Content sold to Users only in specific situations, summarized below by country. In all other situations, the User is solely responsible for tax on User Content and should consult with their tax advisor. European Union Value Added Tax (EU VAT) For User Content sold to Users residing in the EU, Clusterify.ai is responsible for collecting, reporting and remitting EU VAT to tax authorities if:

2. The User sells the User Content while using the Clusterify.ai Native Gateways; and

3. The User Content is an 'Electronically Supplied Service' (ESS).

4. User Content is an ESS unless the User has expressly confirmed, by disabling the EU VAT feature on the Clusterify.ai platform, that the Content requires live interaction between User and Student. For more information on EU VAT and the respective responsibilities of Customers and Users and Clusterify.ai, please refer to Section 1 of the Terms of Use - Annex. b) AUSTRALIA, CANADA, CHILE, KENYA, MOLDOVA, NEW ZEALAND, RUSSIA, SAUDI ARABIA, and TAIWAN For User Content sold by Customers and Users to Users residing in Australia, Canada, Chile, Kenya, Moldova, New Zealand, Russia, Saudi Arabia, and Taiwan, Clusterify.ai is responsible for collecting, reporting and remitting tax to tax authorities if: (i) the User is not established in or residing in the country of the Student, and (ii) the User sells User Content while using the Clusterify.ai Native Gateways. Users located in Australia, Canada, Chile, Kenya, Moldova, New Zealand, Saudi Arabia and Taiwan with a valid tax ID will not be charged tax at checkout. c) MEXICO For User Content sold by Customers and Users to Users residing in Mexico, Clusterify.ai collects, reports and remits the full general VAT rate to tax authorities in Mexico unless: (i) a Mexico-resident User provides Clusterify.ai with a valid 13-digit Mexican Tax ID number ("RFC") for individuals. In this case, Clusterify.ai remits 50% of the VAT amount to the tax authorities; (ii) a Mexico-resident User provides Clusterify.ai with a valid 12-digit Mexican Tax ID number ("RFC") for business entities. In this case, Clusterify.ai does not remit VAT to the tax authorities. d) INDIA, SINGAPORE, AND MALAYSIA For User Content sold by Customers and Users to Users residing in India, Singapore and Malaysia, Clusterify.ai is responsible for collecting, reporting and remitting tax to tax authorities if:

5. the User is not established in or residing in the country of the Student;

6. the User sells the User Content while using the Clusterify.ai Native Gateways; and

7. the User Content is an 'Electronically Supplied Service' (ESS) or equivalent under the applicable tax laws.

8. User Content is an ESS unless the User has expressly confirmed, by turning on the Comment Box functionality when creating its course on the Clusterify.ai platform, that the User Content requires live interaction between User and Student. Please note that in cases where User Content is NOT ESS, Clusterify.ai will NEVER be responsible for tax for User Content sold by Customers and Users. This means that the Customers and Users will in those cases be responsible for tax on the User Content. Users located in India and Singapore with a valid tax ID will not be charged tax at checkout. 

11.3 Tax Indemnification

Notwithstanding any provision in these Terms to the contrary, You shall indemnify, defend and hold Clusterify.ai and our affiliates and their respective officers, directors, agents and employees harmless from and against all claims, demands, suits or other proceedings, and resulting loss, damage, liability, costs, interest and expenses (including reasonable attorneys' fees) brought by any third party or governmental claim or demand that involves, relates to or concerns federal, state, county, city, foreign or other tax obligation or amounts due or owing under any tax regulation, law, order or decree. We reserve, and You grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by You hereunder. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms.

12. Clusterify.ai Subscription Fees

1. Clusterify.ai Plans are billed on a subscription basis. Users who sign up for a paid Clusterify.ai Plan will be billed in advance on either a monthly or annual cycle, depending on what Clusterify.ai Plan was selected at time of purchase. Payment will be charged to the User's chosen payment method at confirmation of purchase and at the beginning of each new billing cycle. Clusterify.ai Plans will automatically renew at the end of each billing cycle unless You submit a cancellation request to us in writing via email ([email protected]) or directly through Your account prior to the end of the billing cycle. Upon cancellation, your access to the select Clusterify.ai Plan will terminate and you will not be charged for the next billing cycle.

2. Pricing for the purchase of a Clusterify.ai Plan is described on our pricing page. Clusterify.ai may change the price of a Clusterify.ai Plan from time to time and will communicate any price changes to You in advance and, if applicable, how to accept those changes. Price changes for Clusterify.ai Plan subscriptions will take effect at the start of the next subscription period following the date of the price change. If You do not agree with the price Clusterify.ai charges, You have the right to reject the change by canceling Your subscription before the price change goes into effect. Please therefore make sure you read any such notification of price changes carefully.

3. Depending on the processing method, Clusterify.ai may charge transaction fees. You agree to pay all fees and charges that are made to Your account and that You are solely responsible for payment of these fees and charges.

4. Should You not authorize payment or are otherwise not current on Your payments for Clusterify.ai Services, Clusterify.ai may restrict Your Platform access until Your account becomes current and paid in full. Clusterify.ai reserves the right to pursue fees owed using collection methods which may include charging other payment methods on file with Clusterify.ai and/or retaining collection agencies or legal counsel.

5. Clusterify.ai reserves the right to offer custom Clusterify.ai plans and pricing in addition to what is offered on the pricing page. Custom Clusterify.ai plans may also include custom billing and payment terms, including billing periods and renewals, that are different from our standard terms.

13. Pricing of User Content

Clusterify.ai is not responsible for setting the pricing on User Content. Prices for User Content are set by the User.

14. Refund Policy

We want You to be happy with Clusterify.ai's Platform. If You're not feeling excited about joining the Clusterify.ai community, we have some options for You regarding Your plan.

14.1 Refund Policy for Clusterify.ai Plans

1. Monthly Plans Customers and Users on monthly paid Clusterify.ai subscription plans are entitled to a full no-questions-asked refund within thirty (30) days of first signing up for a paid plan, or upgrading to a higher priced plan. Simply let us know in writing that You're canceling the plan within thirty (30) days of Your sign-up.

2. Annual Plans Customers and Users on annual paid Clusterify.ai subscription plans are entitled to a full no-questions-asked refund within thirty (30) days of first signing up for an annual plan. Simply let us know in writing that You're canceling the plan within thirty (30) days of Your sign-up.

3. Abuse of the Refund Policy Clusterify.ai reserves the right to refuse refunds to Customers and Users who abuse this Refund Policy. Examples of abuse include, but are not limited to, requesting refunds for multiple schools or requesting refunds in consecutive months.

14.2 Refund Policy for Sales of User Content to Users

1. Courses a) In general, all Users purchasing courses that are a part of the Clusterify.ai Native Gateways are entitled to a fourteen (14) day full refund from the date of purchase. Unless authorized by Clusterify.ai in Clusterify.ai's sole discretion, no User on the Clusterify.ai Native Gateways may offer to Users a refund policy for a period of less than fourteen (14) days. b) If a User has been allowed to offer a refund period that differs from Clusterify.ai's general policy, the User must provide notice to Users prior to the purchase of the course. c) Clusterify.ai reserves the right to refuse refunds to Users who abuse this Refund Policy. Examples of abuse include, but are not limited to, requesting refunds for multiple schools or requesting refunds in consecutive months. d) Regardless of any other section to the contrary in these Terms, Clusterify.ai does not establish, maintain, or control refunds or a refund policy for any User Content that was processed through a Custom Payment Gateway, including courses.

2. Coaching a) Customers and Users (regardless of whether they use Clusterify.ai Native Gateways or a Custom Payment Gateway) are solely responsible for setting the refund policy regarding the sale of Coaching offerings. b) The User must provide notice to Users regarding their refund policy prior to the Users' purchase of the Coaching offering. c) Regardless of any other section to the contrary in these Terms, Clusterify.ai's refund policy does not cover the provision of Coaching offerings provided by Customers and Users to Users.

3. Digital Downloads a) Customers and Users (regardless of whether they use Clusterify.ai Native Gateways or a Custom Payment Gateway) are solely responsible for setting the refund policy regarding the sale of digital downloads. b) The User must provide notice to Users regarding their refund policy prior to the Users' purchase of digital downloads. c) Regardless of any other section to the contrary in these Terms, Clusterify.ai's refund policy does not cover the purchase of digital downloads. d) Clusterify.ai may, in its exclusive and sole discretion, refuse to refund the amounts paid, even within the permitted refund period, in the event that Users have used all or part of the digital downloads purchased, such as having downloaded the available digital downloads, leaving Clusterify.ai and the User at a clear disadvantage.

4. Bundled Products a) If a User sells a set of courses as a bundled package, the refund policy applicable for courses will apply, as provided in Section 14.2(1). b) If a User sells a set of courses and Coaching offerings as a bundled package, the refund policy applicable for Coaching offerings will apply, as provided in Section 14.2(2). c) If a User sells a set of coaching offerings as a bundled package, the refund policy applicable for Coaching will apply, as provided in Section 14.2(2). d) If a User sells a set of digital downloads as a bundled package, the refund policy applicable for digital downloads will apply, as provided in Section 14.2(3). e) If a User sells a set of digital downloads with courses or Coaching offerings as a bundled package, the refund policy applicable for digital downloads will apply, as provided in Section 14.2(3).

5. Subscription refunds. For student's purchasing subscriptions, Users are entitled to terminate their subscription at any time within 14 days of their initial payment and receive a full refund.

6. General Provisions a) It is the Student's responsibility to understand the refund policy for User Content prior to purchasing such User Content. b) Clusterify.ai reserves the right to provide a refund to any student at any time in Clusterify.ai's sole discretion.

15. Cancellation and Deletion

15.1 Cancellation

If You cancel a paid Clusterify.ai subscription plan, the cancellation will become effective at the end of the then-current billing cycle. When You cancel a paid plan, Your account will revert to a free account and Clusterify.ai may disable access to features available only to paid plan users.

15.2. Deletion

1. You may delete Your account at any time.

2. Any account on the free plan may be deleted if it remains inactive (e.g., the user fails to log in) for a continuous period of at least six (6) months. Activity will be determined by Clusterify.ai in its sole discretion.

3. Accounts on paid plans will be considered active accounts unless You explicitly ask us to delete Your account.

4. If Your account is deleted (regardless of the reason), Your User Content may no longer be available. Clusterify.ai is not responsible for the loss of such content upon deletion.

5. Upon deletion of Your account (regardless of the reason), all licenses granted by Clusterify.ai will terminate.

15.3 Effect of Cancelation/Deletion

Should a school, course, or account be canceled or deleted, the user may no longer have access to Clusterify.ai Content and/or User Content (including User Content). Further, User Content (including User Content) may be irretrievable.

Clusterify.ai shall not be liable to any party in any way for the inability to access Clusterify.ai Content or User Content (including User Content) arising from any cancelation or deletion, including any claims of interference with business or contractual relations.

16. Errors and Corrections

Clusterify.ai does not guarantee that the Platform or any services offered through the Platform will be error-free or otherwise reliable, nor does Clusterify.ai guarantee that defects will be corrected or that any offerings through the Platform will always be accessible. Clusterify.ai may make improvements and/or changes to the Platform and their features and functionality at any time, and will use commercially reasonable efforts to avoid disrupting peak hours, though some downtime may occur. Errors in Content are the responsibility of the User who owns the Content.

We reserve the right to amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some or all of the Platform to Customers, Users and Referrers.

17. Limitations of Liability

In running the Platform, we require that You understand and agree that Clusterify.ai is not liable for a number of things, including Your breach of these Terms and losses that may result from Your use of the Platform. We also require that You understand and agree that the Platform is offered As Is and may not always be 100% perfect or reliable and that Clusterify.ai doesn't warrant or guarantee that it will always be free of errors or defects. Any claims for damages against Clusterify.ai will be limited to a portion of the fees You have paid us.

Our limitations of liability are as follows:

• You agree that Clusterify.ai, including its employees, officers, directors, and agents, shall not be liable for any kind of loss, injury, claim, or damages resulting from Your use of the Clusterify.ai Platform.

• You agree that Clusterify.ai shall not be liable for any injuries, losses, claims, or damages that result from Your use or engagement with third party content, downloads, or communications.

• Clusterify.ai is not liable for any losses or damage caused by any viruses, distributed denial of service attacks, and any and all other malicious computer code. Malicious computer code means computer code or other mechanisms of any kind designed to disrupt, disable or harm in any manner the operation of any software or hardware or other business processes or to misuse, gain unauthorized access to or misappropriate any business or personal information, including worms, bombs, backdoors, clocks, timers, or other disabling device code, or designs or routines that cause software or information to be erased, inoperable, or otherwise incapable of being used, either automatically or with passage of time or upon command. Clusterify.ai does not guarantee that any files available for downloading from the Platform will be completely free from viruses or other harmful computer code.

• The Clusterify.ai Platform is provided to You on an "As Is, As Available" basis. As such, You agree to have an external method of recovering any lost data that may be uploaded to the Clusterify.ai Platform.

• Clusterify.ai disclaims any warranties to the Platform and the content contained therein, including warranties for merchantability, fitness for a particular purpose, non-infringement, or title.

• Clusterify.ai shall not be liable for any special, direct, indirect, incidental, punitive, or consequential damages, resulting from the use of or inability to use the Platform.

• You agree that Clusterify.ai shall not be liable for any losses, injuries, claims, or damages from Your violation or breach of these Terms. You agree to indemnify, defend, and hold harmless Clusterify.ai, its present and future officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Platform from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of these Terms by You or arising from or related to Your use or misuse of the Platform (including, without limitation, use in contravention of these Terms, other Clusterify.ai policies, and copyright and other intellectual property law)

• You are solely responsible for ensuring that Your use of the Platform complies with applicable law and does not violate the rights of any third party, including, without limitation, intellectual property rights. You assume all liability for any claims, suits or grievances filed against You, including, but not limited to, all damages related to Your use of the Platform.

• You may not assign Your rights under these Terms without Clusterify.ai's prior written consent.

• Should Clusterify.ai's limitation of liability not be applicable, Clusterify.ai's sole obligation to You, or any third party, for damages shall not exceed the amounts paid by You to Clusterify.ai over the prior twelve (12) months directly preceding Your claim, unless otherwise required by law.

• You agree that Clusterify.ai shall not be liable for any content that appears on the Platform.

• Except as set forth herein, nothing express or implied in these Terms is intended or implied to confer, and nothing herein shall confer, any rights, remedies, liabilities, or obligations whatsoever upon any person or entity.

• You agree that any cause of action or claim that You may have against Clusterify.ai must be brought against us within one (1) year after the cause of action or claim arises. Should You not commence such cause of action or claim within this time period, it shall be barred.

18. Remedies for Violations

Clusterify.ai reserves the right to seek all remedies available at law and in equity for violations of these Terms, including but not limited to removing Customers, Users and Referrers from the Platform, the right to block access to the Platform from a particular IP address or other user identifier, or to refer the violation to the appropriate law enforcement authorities.

19. Communications

Clusterify.ai may notify You of relevant information regarding the Platform and Clusterify.ai Services in any of the following ways: (a) by emailing You at the contact information You provide in Your account registration, (b) by posting a notice in dashboard areas of the Platform, and (c) by posting the notice elsewhere on the Platform in an area suitable to the notice. It is Your responsibility to periodically review the Platform for such notices.

20. Governing Law and Jurisdiction; Disputes and Arbitration

20.1 These Terms shall be governed in accordance with the laws of the State of New York without regard to its conflicts of laws principles.

20.2 Any dispute, controversy, proceeding, or claim arising out of or in connection with or relating to these Terms, shall be resolved by binding confidential arbitration by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein.

20.3 The arbitration will be conducted in New York County, New York, unless You and Clusterify.ai agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Clusterify.ai from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights.

20.4 You and Clusterify.ai agree to waive the right to trial by jury. You further agree that any proceedings to resolve any disputes shall be done solely on an individual basis and that You will not seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which You act or propose to act in a representative capacity.

20.5 You also agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of Clusterify.ai and all parties to any such proceeding.

21. California Civil Code Section 1789.3

California websites users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254 or (800) 952-5210. Complaints or requests for further information can be sent to the address listed in the Contact Us section of these Terms.

22. Privacy

Your use of the Platform is subject to our Privacy Policy.

23. Entire Agreement; Severability of Provisions; No Waiver

23.1 These Terms of Use incorporate by reference any notices contained on the Platform, including within the Privacy Policy, and constitute the entire agreement with respect to access to and use of anything offered by Clusterify.ai, including the Platform, Clusterify.ai Services, and any Clusterify.ai Content.

23.2 If any provision of these Terms is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability.

23.3 No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.

24. Changes to the Terms of Use

Clusterify.ai may review and update these Terms at any time in our sole discretion and it is Your responsibility to stay informed of those changes. All changes are effective immediately when posted and apply to all uses of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms of Use means that You accept and agree to be bound by the changes. Please check this webpage periodically for updates.

25. Titles/Headings

The headings and titles of sections to these Terms have been inserted for the convenience of reference for the parties and are for informational purposes only and shall not be deemed to be a part of the language of these Terms. Neither You nor Clusterify.ai shall rely on, or interpret substantively, the headings when construing the meaning of each section or these Terms as a whole.

26. Gender/Plural

Whenever such wording may appear in these Terms, words in the singular shall mean and include the plural and vice versa and words in the feminine shall mean and include the masculine and vice versa.

27. Contact Us

If You have questions or concerns regarding these Terms, the Platform, Clusterify.ai Services, or User Content, You may contact Us via physical or electronic mail at the address below. Note: the Clusterify.ai office is not open to the public:

Clusterify.ai

Email: [email protected]