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User Terms of Service

Effective: May 25, 2018

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Schoolbinder, Inc. ("Schoolbinder," "we," or "us") provides a professional development platform and suite of tools called TeachBoost for K12 schools, districts, and organizations ("TeachBoost" or the "Service"). You access TeachBoost at http://teachboost.com (the "Site") to create and manage classroom observation data, comments and notes, documents, and personal information for you and your colleagues.

These User Terms of Service (the "User Terms") govern your access and use of TeachBoost so please read them carefully. These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Service, or continue accessing or using the Service after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand, and agree to be bound by the User Terms and the Acceptable Use Policy.

Your relationship with us

"Customer" is the organization that created your TeachBoost account and invited you sign in and use TeachBoost. In almost all cases Customer is your employer, but it could also be any organization you're associated with who contracts with us and controls your implementation.

Customer has separately agreed to our Customer Terms of Service and/or entered into a written agreement with us (in either case, the "Contract") that permitted Customer to create and configure a TeachBoost implementation so that you and others could join; each invitee granted access to the Service, including you, is an "Authorized User." The Contract contains our commitment to deliver the Service to Customer, who may then invite Authorized Users to join its implementation. When an Authorized User (including you) submits content or information to the Service, such as notes, goals, or files ("Customer Data"), you acknowledge and agree that the Customer Data is owned by Customer and the Contract provides Customer with many choices and control over that Customer Data. For example, Customer may provision or deprovision access to the Services; manage permissions, groups, retention, and export settings; download or backup data; integrate or disable certain support materials and rubrics, and generate reports or other compilations, and these choices and instructions may result in the access, use, disclosure, modification, or deletion of certain or all Customer Data.

While this outlines the ultimate ownership and control over the information you add and create in TeachBoost, you always have access and rights to it and the data shared with you while you maintain a TeachBoost account. Please visit our Help Center pages for more information on how you can access and manage the content you create on TeachBoost.

Importantly, as between us and Customer, you agree that it is solely Customer's responsibility to (a) inform you and any Authorized Users of any relevant Customer policies and practices and any settings that may impact the processing of Customer Data; (b) obtain any rights, permissions, or consents from you and any Authorized Users that are necessary for the lawful use of Customer Data and the operation of the Service; (c) ensure that the transfer and processing of Customer Data under the Contract is lawful; and (d) respond to and resolve any dispute with you and any Authorized User relating to or based on Customer Data, the Service, or Customer's failure to fulfill these obligations. We makes no representations or warranties of any kind, whether express or implied, to you relating to the Service, which are provided to you on an "as is" and "as available" basis.

Access to and use of the Service

Customer creates user accounts for its Authorized Users (like you) so that you can access TeachBoost. Your user account must be a unique email address and cannot be used for any other account or more than one account. You may login with your user account via our direct login at https://teachboost.com/login. If applicable, you may also use a third party authentication service (e.g., Google Apps for Education); if you do, we extract information you provided to those services (such as your real name, photograph, email address, or other account information) to log you in to TeachBoost.

You must be over the legal age

To the extent prohibited by applicable law, the Service is not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age and are the intended recipient of Customer's invitation to the Service. You may not access or use the Service for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

You must follow our ground rules

To help ensure a safe and productive work environment, all Authorized Users must comply with our Acceptable Use Policy and remain vigilant in reporting inappropriate behavior or content to Customer and us.

Your access is based on Customer's Contract with us

These User Terms remain effective until Customer's Subscription for you expires or terminates, or your access to the Service has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.

Limitation of liability

If we believe that there is a violation of the Contract, User Terms, Acceptable Use Policy, or any of our other policies that can simply be remedied by Customer's removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE ALSO A CUSTOMER (AND WITHOUT LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT), YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS SIXTY DOLLARS ($60) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY'S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.

Application of consumer law

TeachBoost is a workplace tool intended for use by schools, districts, and other for- and non-profit organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws (e.g., in Australia, the Competition and Consumer Act 2010 (Cth)) do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude, or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement, repair, or resupply of the Service or the pro-rata refund to Customer of pre-paid fees for your subscription covering the remainder of the term.

General provisions

Assignment

You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Severability

The User Terms, together with our Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to the User Terms, will be in writing and given (a) by Schoolbinder via email (in each case to the address that you provide) or (b) by posting to the Service via in-app message. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Modifications

As our business evolves, we may change these User Terms or the Acceptable Use Policy. If we make a material change to either, we will provide you with notice prior to the change taking effect, either by emailing the email address associated with your account or by messaging you through the Service. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: Acceptable Use Policy and Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Service after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the User Terms will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Entire agreement

The User Terms, including any terms incorporated by reference into the User Terms, constitutes the entire agreement between you and us and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail, provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

Governing law, venue, and waiver of jury trial

The User Terms, including the Acceptable Use Policy, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, including the Acceptable Use Policy, or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney's fees.

Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the User Terms. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney's fees.

Questions or concerns

For more on what we do or to contact us with concerns or questions, please head over to the Contact page for an appropriate contact. You may also send us an email at support@teachboost.com or contact us by mail at: