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Schoolbinder, Inc. ("Schoolbinder," "we," or "us") provides a platform called TeachBoost for educators, school administrators, and staff ("users") to manage classroom observations, teacher evaluations, and professional development ("TeachBoost" or the "Service"). Users access TeachBoost at http://teachboost.com (the "Site") and store classroom observation data, comments and notes, documents, and users' personal information when using the Site. We provide deep analytics and tools to remove overhead and better manage educator professional development and we want to make the observation process collaborative, mutually beneficial, and much more productive than it has been.
IMPORTANT! AS WITH ALL CONTRACTS, IF YOU ARE UNDER THE AGE OF 18, YOU MUST HAVE YOUR PARENT OR GUARDIAN READ THESE TERMS AND AGREE TO THEM FOR YOU. IF YOUR PARENT OR GUARDIAN DOES NOT READ AND AGREE TO THESE TERMS ON YOUR BEHALF, YOU DO NOT HAVE PERMISSION TO USE THE SITE OR SERVICES.
With regard to content posted and/or provided on the Site and Service:
Certain areas of the Site (and your access to or use of certain Service or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Service, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Service, or Collective Content, as applicable.
We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Site or Service or to modify these Terms, at any time and without prior notice. If we modify these Terms we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site or Service after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Service.
In order to access certain features of the Site and Service and to post any Member Content on the Site or through the Service you must register to create an account ("Account") and become a Member.
You may register directly via the Site or by logging into your Account with certain third party authenticating websites ("TPAs") ("(including, but not limited to, Google Apps for Education) via the Site, as described herein. If you decide to register through a TPA, we may extract the personal information you have provided to the TPA (such as for instance your "real" name, photograph, email address, and other information you make available via the TPA) from the account you have with the applicable TPA and use that information to create your Account. The specific information that we extract may depend on the privacy settings you have with the TPA. You hereby consent to our access to and collection of such personal information about you.
During the registration process, you will be required to provide certain information and you will establish a username (typically your email address) and a password. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current and complete. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current, incomplete, and/or fraudulent. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your Account.
The Site, Service, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Service, and Collective Content, including all associated intellectual property rights, are the exclusive property of Schoolbinder or its licensors. You will not remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Site, Service, or Collective Content.
Subject to your compliance with the terms and conditions of these Terms, Schoolbinder grants you a limited, non-exclusive, non-transferable license to view, download, and print any TeachBoost Content solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Site, Service, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Schoolbinder or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site or Service, you hereby grant (i) to Schoolbinder a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, and otherwise exploit, only on, through or by means of the Site or Service, such Member Content; and (ii) to Your Organization and other Members of the Site a limited, non-exclusive, non-transferable license, without the right to sublicense, to use, view, copy, save, and alter any Member Content to which such organizations and users are permitted access solely for personal and non-commercial purposes. Schoolbinder does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use your Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site or Service. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site or Service or you have all rights, licenses, consents, and releases that are necessary to make such Member Content available through the Site or Service and to grant to Schoolbinder and to all users of the Site the rights in such Member Content, as contemplated under these Terms; (ii) neither the Member Content nor your posting, uploading, publication, submission, or transmittal of the Member Content or Schoolbinder's use of the Member Content (or any portion thereof) on, through, or by means of the Site or Service will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and (iii) that the holder of any worldwide intellectual property right, including moral rights, in your Member Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. Without limiting the foregoing, if you are an Educator, you are solely responsible for compliance with the Family Educational Rights and Privacy Act if applicable).
You agree not to do any of the following:
We will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Schoolbinder has no obligation to monitor your access to or use of the Site, Service, or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Site and Service, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. You agree to comply with any acceptable use or no harassment policy that Schoolbinder may post to the Site from time to time. We reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Schoolbinder, at its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Site or Service. If you have any concerns about any Collective Content, please contact us at email@example.com.
If you breach any of these Terms, Schoolbinder will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. We reserve the right to revoke your access to and use of the Site, Service, and Collective Content at any time, with or without cause.
To deactivate your Account, please submit a request by email to firstname.lastname@example.org from the email address you use to access and sign into the Site and Service. Terminating an individual account will not terminate any existing purchase order and TeachBoost subscription. If you would like to cancel your annual paid subscription for TeachBoost please call us at (646) 801-8299. Cancelling a paid annual subscription will terminate your access to the Site and Service as well as each Administrator and Educator account set up for your school, organization, or institution. If you cancel before the end of your current paid year, your cancellation will take effect immediately and you will not be charged again. All of your Member Content will be immediately deleted from the Service upon cancellation. This information can not be recovered once your account is cancelled, so please make sure to back everything up before you decide to cancel your account.
If you would like us to delete a record of yours in our system, please contact us at email@example.com with a request that we delete your Personal Information from our database. We will use commercially reasonable efforts to honor your request. We may retain an archived copy of your records as required by law or for legitimate business purposes.
The Site and Service are not intended for use by persons who are 13 or younger. Any access to or use of the Site or Service by anyone 13 or younger is expressly prohibited except in the limited circumstances described below.
We will not make the Site and Service available to persons who are 13 or younger, and you are prohibited from inviting or permitting persons who are 13 or younger to join the Site, unless a written agreement is in place between Schoolbinder and the school or school district you work for permitting us to collect personal information from students for the use and benefit of the school or school district in compliance with the Children’s Online Privacy Protection Act (COPPA).
Similarly, you may not incorporate or upload student information—including any personally identifiable information, student assessment data, and student observation data—into the Service unless a written agreement is in place between Schoolbinder and the school or school district you work for permitting us to collect and incorporate personal and assessment information from students for the use and benefit of the school or school district, in compliance with the Children’s Online Privacy Protection Act (COPPA) and Family Educational Rights and Privacy Act (FERPA).
Schoolbinder is not an educational institution. We do not provide, vet, or monitor Member Content (including frameworks, rubrics, observation data, and uploaded documents) being provided on or through the Site or Services. If you want to access a course through the Site or Services, you do so at your own risk. THE SITE, SERVICE AND COLLECTIVE CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SCHOOLBINDER EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SITE, SERVICE OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SCHOOLBINDER OR THROUGH THE SITE, SERVICE, OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICE. YOU UNDERSTAND THAT SCHOOLBINDER DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SITE OR SERVICE, NOR DOES SCHOOLBINDER MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICE. SCHOOLBINDER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
You agree to defend, indemnify, and hold Schoolbinder, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Service, or Collective Content, or your violation of these Terms.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICE, AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER SCHOOLBINDER NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICE OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICE, OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SCHOOLBINDER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL SCHOOLBINDER'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICE, OR COLLECTIVE CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SCHOOLBINDER AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You and Schoolbinder agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Site or Service (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Schoolbinder are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Schoolbinder otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at http://adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at http://adr.org/aaa/ShowPDF?doc=ADRSTG_004314.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Unless you and Schoolbinder otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Schoolbinder submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" subsection above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative, and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the "Modification" section above, if Schoolbinder changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the "Last Updated Date" above or in the date of Schoolbinder's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Schoolbinder in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms and any action related thereto will be governed by the laws of New York without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights will be the state and federal courts located in the Southern District of New York and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
All trademarks, service marks, logos, trade names, and any other proprietary designations of Schoolbinder used herein—including TeachBoost and the TeachBoost platform—are trademarks or registered trademarks of Schoolbinder. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective parties. The failure of Schoolbinder to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Schoolbinder.
The Site or Service may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or service on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Schoolbinder of such websites or resources or the content, products, or service available from such websites or resources. ou acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or service on or available from such websites or resources.
Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. In addition to the terms and conditions set forth in your purchase order for the use of the Site and Service to the extent you have entered such an agreement with Schoolbinder, these Terms constitute the entire and exclusive understanding and agreement between Schoolbinder and you regarding the Site, Service, and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Schoolbinder and you regarding the Site, Service, and Collective Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Schoolbinder may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by Schoolbinder via email (in each case to the address that you provide); or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
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