This Terms of Service (the “Agreement”) is a legal agreement between you and Chalk.com Education Inc., doing business as Chalk (“Chalk”) respecting your use of Chalk services as described herein and on Chalk’s website. BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON WHEN SIGNING UP FOR THE SERVICES, OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions or concerns about the terms of this agreement, please contact us at email@example.com.
1.1. “Services” has the meaning set forth in Section 2 below.
1.2. “Software” means the Chalk software application which provides users with the ability to create, share, edit, access, manage, print, provide feedback on or have conversations about lesson plans, assessments, curriculum, standards, and assessment results, which is hosted on Chalk’s website and is used to obtain the Services.
2. The Services
2.1. Chalk will provide users, through the Software, with the ability to create, share, edit, access, manage print, provide feedback on or have conversations about lesson plans, assessments, curriculum, standards, and assessment results, in the manner described herein (the “Services”). Where desired by you, you may also provide Chalk with your logo for inclusion with Software used by you to obtain the Services. The Services are provided subject to the terms and conditions of this Agreement.
2.2. In order to use the Services, you must:
(a) provide up-to-date, complete and accurate registration information as requested by us on our website, which may include your first and last name, institution name, mailing address, phone number and email address;
(b) provide up-to-date, complete and accurate credit card information for a credit card that is valid and legally registered to you, where you request Services subject to fees; and
(c) be at all times in compliance with the terms and conditions of this Agreement and applicable law.
You specifically agree that Chalk may rely on the accuracy of the information provided by you to Chalk, and that Chalk will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Chalk.
2.3. Chalk may provide you with certain information to allow you to use the Services, such as one or more user IDs and passwords and/or the ability to create user IDs and/or passwords (the “Access Information”). Chalk will store the Access Information in encrypted form. The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you to obtain access to the Services using the Access Information. Chalk is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by any party accessing the Services using your Access Information, and you accept all responsibility for such use of the Services and any consequences resulting from such use of the Services.
2.4. Chalk reserves the right to change, suspend or discontinue the Services at any time, including the availability of any feature or content, account access, or any promotion offered by Chalk. Chalk may also impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without liability. Where feasible, Chalk will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that Chalk shall have no liability whatsoever for its failure to provide such notice to you.
2.6. Purchase of Chalk solutions: If you agree to pay the fee for access to Chalk solutions, such fee will be charged by the company designated by Chalk in accordance with the payment method you have chosen for your purchase. If you are paying by credit or debit card, by designating a card to be billed, you confirm that you are authorized to make such purchase and that you are the holder of such card (i.e. that the card is issued in your name). All prices stated on the Chalk Websites are inclusive of any applicable sales taxes and fees. Chalk accepts a variety of different payment methods, so please check the Chalk Websites for the best way for you to pay.
2.7. Prices: Chalk may change the price for the Chalk solutions from time to time. In respect of the Chalk solutions, such changed price will take effect after the expiry of the then current paid for period (i.e. the term that you have already paid for). Any price change will be communicated to you at least 14 days in advance so that you have an opportunity to elect to not renew. If you do not wish to be bound by such changed price relating to your Chalk solution you may terminate your subscription of your Chalk solution in accordance with Section 12. Termination. Your continued use of the Chalk solution after the communication of such price change to you constitutes an acceptance of such new price.
2.8. Automatic subscription renewal: Your subscription to the Chalk solutions will automatically renew at the end of each subscription term unless you terminate your subscription prior to the end of such subscription term in accordance with Section 12. Termination. If you would like to renew for a longer term, then please log into your account on the Chalk Websites. At the time of renewal the payment method you have designated to be charged for the purchase of the Chalk solutions will automatically be charged our then current fees for the applicable subscription.
3. Your Use of the Services
3.1. You agree that:
(a) You will not permit anyone other than an authorized representative of your institution to obtain access to the Services through your Chalk account or otherwise using your Access Information unless you have purchased the required licenses through Chalk, and will only use the Services in accordance with this Agreement and applicable law;
(b) You will ensure that any information that is provided to Chalk pursuant to this Agreement is true, accurate, current and complete;
(c) You will be solely responsible for all activities with respect to the Services undertaken by you;
(d) You will not use the Services for any commercial purposes or for the benefit of any third party;
(e) You represent and warrant that you have the right and the authority to enter into this Agreement, to use the Services, and to post or upload any content, including lesson plans, to Chalk’s site;
(f) You agree to obtain all authorizations necessary from all third parties for your use of any third party materials in conjunction with the Services, including without limitation for inclusion in lesson plans posted or uploaded by you to Chalk’s site;
(g) You will ensure that your use of the Services does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including Chalk and other users of the Services (including by ensuring that you do not upload any viruses or other harmful code in using the Services or by placing an undue burden upon the CPUs, servers or other resources used to provide the Services);
(h) You will not in any way use the Services to transmit harassing, abusive, libellous, illegal or deceptive messages or information, or to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights;
(i) You will not interfere with or in any manner compromise any of Chalk’s security measures;
(j) You will not alter, modify, delete, or otherwise interfere with or in any manner compromise any content, data and/or features accessible through the Services or Software, including, without limitation, the content delivery and display functionality of the Services and Software.
(k) You will cooperate with Chalk and provide information requested by Chalk to assist Chalk and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.
Without limiting the foregoing, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.
3.2. The Services will be subject to the usage limitation policies as provided to you by Chalk from time to time, including in electronic form by posting on Chalk’s website. Such policies may include limitations on data storage space and equipment and software requirements. You are solely responsible for compliance with such policies.
3.3. You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used for using the Services (except for Chalk’s computer systems and networks), including without limitation your internal network infrastructure.
3.4. You acknowledge and agree that Chalk cannot guarantee data integrity, and that it is solely your responsibility to back up any of your information and data that you use in conjunction with the Services.
3.5. You acknowledge and agree that Chalk will exercise no control over your use of the Services, and that you are solely responsible for complying with the provisions of this Agreement and all applicable laws respecting your use of the Services, including, without limitation, your creation and uploading of any lesson plans or other materials to Chalk’s site. Notwithstanding the foregoing, Chalk reserves the right to review any material stored in files or programs to which other users have access and has the right to edit or remove any material that, in its sole discretion, believes may be unlawful, obscene, abusive, or otherwise objectionable. Chalk reserves the right to revoke service for any abusive conduct or fraudulent use of the Services and to cease the Services, temporarily or permanently, in the event that Client’s use of the Services or the provision of the Services constitutes, in Chalk’s reasonable judgment, a threat to Chalk’s or any third party’s computer systems, networks, files, materials or other data.
3.6. You agree to promptly and accurately report to Chalk any actual or apparent errors, problems, nonconformities or other difficulties in Services, along with any other information reasonably requested by Chalk to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by Chalk for the purposes of Chalk’s internal use to improve the Services or other Chalk products or services.
3.8. You specifically acknowledge that neither the Software nor the Services are developed, or licensed for use in any inherently dangerous, time-sensitive or mission critical applications. You agree that Chalk shall not be liable for any claims or damages arising from such use if you use the Software or Services for such applications. You agree to hold Chalk harmless from any claims for losses, costs, damages, or liability arising out of or in connection with the use of the Software or Services for such applications.
4. The Software
4.1. Chalk hereby grants you a personal, non-exclusive, revocable, non-transferable license to use the Software solely as accessed through Chalk’s Website or dedicated mobile apps and solely for the purposes of using the Services. This license does not imply any rights to future upgrades or updates to, or versions of, the Software. However, if Chalk does provide you with any Software upgrades, updates or versions, such updates, upgrades and versions shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompanies such upgrades, updates or versions. Such Software upgrades, updates and versions may be subject to additional payments. You do not have the right to obtain or use any source code for the Software.
4.2. You shall not:
(a) copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Software or any part thereof;
(b) remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Software (including without limitation any copyright notice or other notice of intellectual property ownership);
(c) use the Software in any way inconsistent with the use parameters for the Services;
(d) attempt to hack the Software or any communication initiated by the Software or to defeat or overcome any encryption and/or other technical protection methods implemented by Chalk with respect to the Software and/or data and/or content transmitted, processed or stored by Chalk or other users of the Services;
(e) collect any information or communication about the users of the Services or Software by monitoring, interdicting or intercepting any process of or communication initiated by the Software or Services or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing
(f) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trapdoor, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Services or any computer system or that are designed to monitor, distort, delete, damage or disassemble the Software or its ability to communicate and perform the Services; or
(g) authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (a) – (f) above, or attempting to do so.
For the purposes of this provision “copy or reproduce” shall not include copying of statements and instructions of the Software during program execution when used in accordance with and for the purposes described in the user documentation or in the course of making backups of the computer or system on which the Software is installed, in accordance with industry standard business practices.
4.3. You hereby represent and warrant that (i) you are not located in a country that is subject to a Canadian or U.S. Government embargo, or that has been designated by the Canadian or U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any Canadian or U.S. Government list of prohibited or restricted parties.
5. Support and Training
5.1. Support, maintenance and training respecting the Software and Services will be provided in accordance with Chalk’s standard terms and conditions found on Chalk’s website, as updated from time to time, and may be subject to additional fees. Any additional or customized support and training must be subject to a written agreement between you and Chalk.
6. Fees for Services and Taxes
6.1. You agree to pay all applicable fees in connection with the Services selected by you. You authorize Chalk to automatically charge you for any and all fees incurred by you for Services. Chalk reserves the right to change its price list and to institute new charges at any time upon notice to you, which notice may be provided by means of updates on Chalk’s website. Your use of the Services following such changes constitutes your acceptance of any new or increased charges.
6.2. Except as otherwise specified herein or in an order form relating to the Services selected by you, (i) fees are quoted and payable in Canadian dollars, (ii) fees are based on Services purchased and not actual usage, (iii) payment obligations are non-cancellable and fees paid are non-refundable. Fees are based on annual periods that begin on the subscription start date, and your subscription will automatically renew until and unless you notify Chalk otherwise in writing.
6.3. Where your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection. The foregoing shall not limit Chalk’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you shall also be responsible for paying for all reasonable fees and costs incurred by Chalk, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.
6.4. in addition to any other rights and remedies available to Chalk, Chalk shall be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by law, such interest commencing as of the due date for such payment.
6.5. You are responsible for, and shall pay all taxes relating to this Agreement, excluding any taxes based on the net income of Chalk. Unless otherwise indicated, all amounts payable by you under this Agreement are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Services or Software, the execution of this Agreement or otherwise. If you are required to withhold any taxes from payments owed under this Agreement, the amount of payment due shall automatically be increased to offset such tax, so that the amount actually remitted to Chalk shall equal the amount invoiced or otherwise due. You shall promptly furnish Chalk with copies of all official receipts evidencing payment of taxes due under or in relation to this Agreement to the appropriate taxing authority.
7. Privacy and Confidentiality
8. Intellectual Property Rights
8.1. You are responsible for complying with all applicable intellectual property laws in your use of the Services, and agree to indemnify, defend and hold Chalk harmless from any and all claims that arise as a result of your non-compliance with intellectual property laws and/or your infringement of any intellectual property rights, including without limitation any contravention of third party copyrights in relation to lesson plans uploaded or posted by you.
8.2. You acknowledge that the Software is owned by Chalk, who retains all right, title and interest therein, and is protected by Canadian, U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Software and Services. It is therefore your responsibility to fully comply with such laws in using and handling the Services and Software. Nothing herein shall be construed as constituting a sale of the Software or any portion thereof to you.
8.3. You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trademarks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Software, the Services, or any part thereof. Your only rights to the Software, the Services and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Any rights not expressly granted under this Agreement are reserved.
9. Disclaimer of Warranties
9.1. THE SERVICES AND SOFTWARE ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. Chalk ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES OR SOFTWARE. UNDER NO CIRCUMSTANCES WILL Chalk BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH USE OF THE SERVICES OR THE SOFTWARE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THE SERVICES AND SOFTWARE IS SOLELY AT YOUR OWN RISK. Chalk has no special relationship with or fiduciary duty to you, and you acknowledge that Chalk has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation, how you or any other user may interpret or use materials accessed through the Services, or what actions you may take as a result of having been exposed to information obtained through the Services. Some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you.
10. Limitation of Liability
10.1. The only type of damages that can be recovered against Chalk arising from or related to this Agreement including without limitation in relation to the provision of the Services, shall be your direct damages, if any, arising from Chalk’s gross negligence, wilful misconduct or breach of this Agreement. In no event shall the aggregate liability of Chalk exceed the amount paid by you for the portion of the Services that gave rise to the claim. Chalk SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES. Without limiting the foregoing, your only right with respect to any problems or dissatisfaction with the Software is to discontinue the use of such Software, subject to any remedies available to you under your separate software license agreement, if any.
10.2. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Chalk BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SOFTWARE OR SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, EVEN IF Chalk HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
11.1. You agree to indemnify, defend and hold harmless Chalk, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of: (a) your access to the Services, the Software, and any content obtained by you through the Services or Software, (b) your use or misuse of the Services and/or Software, (c) any breach of this Agreement by you, (d) the infringement by you, or any third party obtaining access to the Services through your Access Information, of any intellectual property or other right of any person or entity, or (e) your violation of any third-party rights or any applicable laws. Chalk reserves the right, at your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Chalk, at your expense, in asserting any available defences.
12.1. You may terminate this Agreement at any time upon notice to Chalk. Upon any termination of this Agreement for any reason (whether by you or by Chalk), you must cease all use of the Services and Software.
12.2. Chalk may terminate this Agreement for any reason upon thirty (30) days’ written notice to you. Additionally, Chalk may terminate this Agreement and/or immediately cease to provide the Services without any liability whatsoever if Chalk is prevented from providing any portion or all of any Services due to the acts or omissions of you or any third party, or by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental body. Nothing herein shall be construed to require Chalk to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order.
12.3. Without limiting other remedies, Chalk may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Chalk is unable to verify or authenticate any information you provide; or (c) Chalk believes that your actions may cause financial loss or legal liability for you, other users or Chalk.
12.4. Chalk reserves the right to investigate suspected violations of this Agreement. You hereby authorize Chalk to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers, networks or computing facilities, and other content providers in order to enforce the terms and conditions of this Agreement.
12.5. The above-described actions are not Chalk’s exclusive remedies and Chalk may take any other legal, equitable or technical action it deems appropriate in the circumstances. Chalk will not have any liability to you or any third party in relation to the the termination of this Agreement for any reason whatsoever.
12.6. Termination of this Agreement for any reason shall not affect your payment obligation for any fees accruing hereunder or payments owing prior to the date of termination. Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, shall do so.
13. General Provisions
13.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties. There are no provisions, representations, undertakings, agreements, or collateral agreements between the parties other than as set out in this Agreement.
13.2. This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement or to any contracts relating to goods or services obtained through this site.
13.3. You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by Chalk to show your acceptance of this Agreement and/or your agreement to download and install the Software and/or use the Services), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Software or the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
13.4. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.
13.5. It is the express will of the parties that this Agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
13.6. If you are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this Agreement according to age and you are under such a jurisdiction and under such age limit, you may not enter into this Agreement and download, install or use the Software. Furthermore, if you are residing in a jurisdiction where it is forbidden by law to offer or use software for internet communication, you may not enter into this Agreement and you may not download, install or use the Software. By entering into this Agreement you explicitly state that you have verified in your own jurisdiction if your use of the Software and Services is allowed.
14.1. If you have any questions regarding this Agreement, or if you have any questions, complaints, claims or other legal concerns relating to Chalk or its business, please contact Chalk at firstname.lastname@example.org.