Terms of Service

The ChalkTalk service and website (collectively, “ChalkTalk”, “the Site”, “the Service”, “Us”, or “We”) is operated by ChalkTalk Solutions, Inc. (hereby referred to as “ChalkTalk, Inc.“). By accessing this Site, you are agreeing to be bound by these Site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws.
In compliance with the Children’s Online Privacy Protection Act, ChalkTalk, Inc. does not permit children under 13 years of age to become users without their parent or guardian’s express consent and approval. By using our Site, you represent you are not under 13 years of age or have had your parent or guardian give their personal information in lieu of giving yours. No part of ChalkTalk’s Site is structured to serve or attract anyone under the age of 13.
If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this Site are protected by applicable copyright and trademark laws.

1. Parties Entering the Agreement

If you are a school district, public or private school, or other entity that is not an individual user (“You”) of ChalkTalk, the following Terms of Service (“TOS”) are incorporated by reference into the order or contract under which You have agreed to purchase the right to permit your students, parents, teachers and school administrators (“Authorized Users”) to access and utilize one or more educational services provided by ChalkTalk. In the event of a conflict between the order or contract under which You have agreed to make your purchase and these TOS, the conflicting term(s) of these TOS shall prevail, unless You and We expressly state in a subsequent written document that that other terms apply.
If you are an individual student or parent (“You”) who purchased ChalkTalk, the following TOS applies every time you visit or user our website

2. Content of Your Agreement

The agreement under which You are purchasing the right to permit your Authorized Users to access and utilize particular Services (“this Agreement”) consists of (a) the written order or purchase agreement in which the specific Service(s) to be provided (including related professional development training), the school(s) to whom the Services are to be provided, the period during which the Authorized Users shall have the right to access and utilize the identified Service(s), pricing, invoicing schedule and other implementation-specific details and terms are specified (“Your Written Order or Agreement”) and (b) these TOS. Your Written Order or Agreement and these TOS contain the entire agreement and understanding regarding our provision of the specified Service(s) to You and your Authorized Users and supersede all prior oral and written agreements between You and Us regarding the subject of this Agreement, if any. In the event that any of the terms set forth in this Agreement are held invalid, illegal or unenforceable, all of the remaining terms of this Agreement will remain in effect.
If You are an individual purchasing the software directly from the Site, then this TOS contains the entire agreement and understanding regarding our provision of the specified Service(s) to You and supersede all prior oral and written agreements between You and Us regarding the subject of this Agreement, if any. In the event that any of the terms set forth in this Agreement are held invalid, illegal or unenforceable, all of the remaining terms of this Agreement will remain in effect.
ChalkTalk reserves the right to amend, remove or add to these TOS at any time. Please check this page periodically for any modifications. Your continued use of Services provided by ChalkTalk shall signify your acceptance of the then-current TOS.

3. Registration Data; Account Security

If you subscribe to any of ChalkTalk’s services, you will have an account and a password. Access to password protected portions of this Site is available for only so long as you have paid all required fees to ChalkTalk. You are responsible for maintaining the confidentiality of your account and password and for restricting access to ChalkTalk material to anyone other than yourself. You agree to accept responsibility for all activities that occur under your account or password. ChalkTalk reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.

4. Intellectual Property License Grant and Restrictions on Use

Every aspect of the Service, including its underlying concepts, methodologies, processes, formats, specifications, other know-how, site layout, design, images, programs, text, forms, teaching materials, and other information (collectively its “Content”), is solely our property and the property of our licensors.  You receive no rights to or interest in any Content other than the rights conferred upon You by Section 4 of these TOS.  All Content is protected by copyright and other intellectual property laws, and nothing herein grants You any ownership interest in any Content or any right with respect to any Content other than those rights expressly granted in Section 5 of these TOS.
Certain images and text featured in ChalkTalk’s Content are licensed from third parties and may be subject to the terms of their respective licenses.
Some of our Services allow you to submit content. You retain ownership of any intellectual property rights that you hold in that content. In short, what belongs to you stays yours. When you upload or otherwise submit content to our Services, you give ChalkTalk (and those we work with) a worldwide license to use, host, store, reproduce, modify, copy, adapt, create derivative works (such as those resulting from translations and adaptations), communicate, publish, perform, publicly display and distribute such content in connection with the provision of the Service and ChalkTalk’s business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. This license continues even if you stop using our Services (for example, notification of a textbook listing that you have added in our content library).
We respect the intellectual property of others and ask that you do too. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Service can be reached at info@chalktalk.com.
By using the Service, You acknowledge and agree that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that are protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in information presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

5. License Grant and Restrictions on Use

• Subject to your continued compliance with these Terms, ChalkTalk grants You and your Authorized Users a terminable, non-exclusive, non-transferable license to use the Service for educational purposes and to use, download or print ChalkTalk’s Content for educational purposes provided You keep intact all copyright and other proprietary notices on the teaching materials. This license is limited to non-commercial uses unless expressly permitted by these TOS or another governing agreement between You and ChalkTalk.
Under this license, You and your Authorized Users may not:
• Copy, reproduce, publish, distribute, modify, transfer, create derivative works based on, or in any way exploit any part of the Content for commercial purposes except that You may sell teaching materials You create based on ChalkTalk’s Content exclusively on the Site.
• Permit any third party whom We have not provided a user ID and password to access or utilize any Service.
• Copy, modify, translate, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code of any software used to provide any Service or permit any other party to do so.
• Merge Content with any other service or software, or adapt or modify content in any way for use on another service of software.
• Mirror the Content on any other server.
• Attempt to avoid, circumvent, or disable any security device, procedure, protocol, or mechanism that may be established with respect to the Content.
• Delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice used on or in connection with the Content.
• Engage in systematic retrieval of Content from the Services to create or compile, directly or indirectly, a collection, compilation, database or directory of any kind without our written permission.
• Use any robots, spiders, crawlers or other automated downloading programs or devices to search any Content, harvest personal information, or cause disruption to the Service.
• You and your Authorized Users may print or download Content for your own personal educational use, provided You keep intact all copyright and other proprietary notices.
ChalkTalk shall have the right to remove any Content at any time. Any license granted by ChalkTalk is subject to and conditioned upon your compliance with all licensing terms. Failure to follow the licensing terms for any Content or portion thereof (“Work”) copyrighted by ChalkTalk automatically terminates your license with respect to (i) that Work and (ii) all other Works copyrighted by ChalkTalk.

6. Trademarks

ChalkTalk and other Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Company in the U.S. and/or other countries. Company’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

7. Warranties and Disclaimers

The Content on ChalkTalk, Inc.’s Site is provided “as is”. ChalkTalk, Inc. makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, ChalkTalk, Inc. does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet Site or otherwise relating to such materials or on any sites linked to this site.

 

• Subject to our need to perform periodic and routine maintenance, we take reasonable measures to make our Services available 24 hours a day, seven days a week and to maintain saved information.  However, technical failures, acts of God and routine and unscheduled maintenance may render one or more Services unavailable at times (including during normal business or school hours), and/or may result in the loss of information.  We shall not be liable to You or anyone else for any loss of information or for the non-availability of any Service, unless such loss of information or non-availability of a Service has resulted from our gross negligence.

 

• The Service may be temporarily unavailable from time to time for maintenance or other reasons. ChalkTalk assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, communications.

 

• Under no circumstances will ChalkTalk be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Site or the Service, any User Content or Third-Party Applications, Software or Content posted on or through the Site or the Service or transmitted to Users, or any interactions between users of the Site, whether online or offline.

8. User Content

You understand that except for advertising programs offered by us on the Site, the Service and the Site are available for your personal, non-commercial use only. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.
You are solely responsible for the photos, profiles, messages, notes, text, information and other content that you upload, publish or display (hereinafter, “post”) on or through the Service or the Site, or transmit to or share with other users (collectively the “User Content”). You may not post, transmit, or share User Content on the Site or Service that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including without limitation User Content that in the sole judgment of the Company violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that the Company may retain archived copies of your User Content.

9. User Conduct

You understand that the Site is available for your personal, non-commercial use only. You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.
In addition, you agree not to use the Site to:
• harvest or collect email addresses or other contact information of other users from the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• use the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
• upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
• use automated scripts to collect information from or otherwise interact with the Site;
• register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity;
• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
• upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
• upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
• solicit passwords or personally identifying information for commercial or unlawful purposes;
• upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• intimidate or harass any other user;
• upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• use or attempt to use another’s account, service or system without authorization from the Company, or create a false identity on the Site;
• upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Company or its users to any harm or liability of any type.

10. Email Communication

You hereby authorize Us to send electronic mail to you for the following purposes:
• delivering Professional Development and similar materials if you are a teacher or school administrator; and
• advising You of changes or additions to our Services or about any of our Services.
If You do not wish to receive such emails, please notify Us at support@chalktalk.academy.

11. Student Data

If You are a school district, public or private school, or other entity that is not an individual user, then in order to enable Us to provide the Services to You and your Authorized Users, You shall provide Us the following data in electronic form (in .CSV (comma separated values) or .XLS (Excel) format) regarding each student whom You want to enable to use a Service: name of the student’s school, student ID number, student first name, student last name, student email (for creating a username), and student grade level (collectively, “Student Data”).
In our receipt and handling of Student Data, We will act as your contractor and provider of institutional or assessment services, as applicable, and will comply with associated provisions of the Department of Education’s regulations under the federal Family Educational Rights and Privacy Act or “FERPA”. We will only use Student Data in a manner that complies with Sections 99.33(a) of the Department of Education’s FERPA regulations and is consistent with our Privacy Policy. You will treat our staff as authorized school recipients of education records under FERPA.
In addition, we do and will comply with the provisions of the Children’s Online Privacy Protection Act (“COPPA”) in the operation of the ChalkTalk website through which your Authorized Users will access and use Services.
Notwithstanding our reservation of right to revise these TOS and our Privacy Policy, no change to these TOS or our Privacy Policy that materially diminishes protections afforded Student Data will become effective with respect to You or your Authorized Users unless and until we have advised You of such change and received your written consent to such change.
You will own data on your Authorized Users’ use of our Services (“Program Data”) and the Student Data You provide to us. At your request, at the end of the Term of this Agreement or if and when You otherwise require, We will return or destroy in a verifiable manner Student Data in our possession and provide You with copies of associated Program Data We have not previously provided to You. To comply with applicable laws, we reserve the right to destroy or otherwise dispose of Student Data and Program Data you have not directed us to return or destroy following this Agreement’s Term. You agree that we may use Student Data and Program Data to provide the Services, and that we may use Program Data for our internal purposes, for example, development and assessment of Services and Content.
The Services and Content are provided from, and Student Data and Program Data are stored on servers located in the United States. You acknowledge and agree that we may provide the Services and Content, and store Program Data and Student Data, in this manner. You further confirm that, as applicable, your transfer of Student Data from outside the United States and our use and processing of such data in connection with delivery of Services to You and Authorized Users are consistent with laws applicable to your transfer and our processing of such data.

12. Teacher and Administrator Preparation

Only if You are a school district, public or private school, or other entity that is not an individual user, then You will require the teacher of each class of students utilizing a Service to be familiar with its use before the teacher permits students, parents, and administrators to access and utilize the Service.
Implementation planning and initial training Professional Development sessions, whether online or on-site, must be completed no later than sixty (60) days after the Subscription Start Date.  All subsequent Professional Development sessions purchased hereunder, whether online or on-site, must be completed before the end of the period indicated in Your Written Order or Agreement. Such session(s) shall not “roll over” to a subsequent period and You will not be entitled to a refund for such unused sessions.  All Professional Development sessions, whether online or on-site, not scheduled by You within the appropriate time frame as described in this paragraph shall be treated as having been provided by Us. Confirmed Professional Development sessions may be postponed and rescheduled without charge only upon forty-eight (48) hours’ prior notice.  Professional Development sessions canceled or postponed on less than forty-eight (48) hours’ prior notice shall be treated as having been provided by Us.

13. Limitation of Liability

In no event shall ChalkTalk, Inc. or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on ChalkTalk, Inc.’s Internet site, even if ChalkTalk, Inc. or a ChalkTalk, Inc. authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. This limitation shall apply notwithstanding any failure of essential purpose of any limited remedy.

14. Revisions and Errata

The materials appearing on ChalkTalk, Inc.’s Site could include technical, typographical, or photographic errors. ChalkTalk, Inc. does not warrant that any of the materials on its Site are accurate, complete, or current. ChalkTalk, Inc. may make changes to the materials contained on its Site at any time without notice. ChalkTalk, Inc. does not, however, make any commitment to update the materials.

15. Links

ChalkTalk, Inc. has not reviewed all of the sites linked to its Internet Site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by ChalkTalk, Inc. of the site. Use of any such linked Site is at the user’s own risk.

16. Site Terms of Use Modifications

ChalkTalk, Inc. may revise these terms of use for its Site at any time without notice. By using this Site you are agreeing to be bound by the then current version of these Terms and Conditions of Use.

17. Governing Law

Any claim relating to ChalkTalk, Inc.’s Site shall be governed by the laws of the State of Massachusetts without regard to its conflict of law provisions.

You acknowledge and agree that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that are protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in information presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

18. Indemnification

You agree to indemnify, defend and hold harmless ChalkTalk, its officers, directors, employees, agents, other service providers, vendors or customers from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees resulting from any violation of these Terms and Conditions of Use by you or any harm you may cause to anyone in connection with your use of the Service, including, for the avoidance of doubt, your use, or the use by any of your affiliates, of the Service for competitive purposes.

19. Entire Agreement

The Terms and Conditions of Use governs your use of the Service and constitutes the entire agreement between you and ChalkTalk. It supersedes any prior agreements between you and ChalkTalk. Additional terms and conditions may apply when you use the services of service providers and others. These additional terms will not reduce, diminish, or eliminate any rights ChalkTalk possesses with respect to these Terms and Conditions of Use.

20. Miscellaneous

Any failure by ChalkTalk to exercise any rights or enforce any of the terms of these Terms and Conditions of Use shall not constitute a waiver of such rights or terms. If any provision of these Terms and Conditions of Use or its application in a particular circumstance is held to be invalid or unenforceable to any extent, the remainder of these Terms and Conditions of Use, or the application of such provision in other circumstances, shall not be affected thereby, and each provision hereof shall be valid and enforced to the fullest extent permitted by law.

21. Subscription Period

You will be entitled to receive the Service only during the subscription period (“Subscription Period”) specified by your payment confirmation or Your Written Order purchase agreement.

22. Payment Terms

You agree to pay ChalkTalk the fee specified in the Payment Form during the Period (“Fee”).
If you purchased the Service from the Site directly, a valid credit card is required to access the Service. The Fee is payable in advance for the Period. Fees are non-refundable and non-transferable, unless otherwise stated in our Money Back Guarantee Policy. Accordingly, if you elect to cancel your access to the Service during the Period, you will not receive a refund of the Fee(s) previously paid to ChalkTalk, unless otherwise stated in our Money Back Guarantee Policy.
If You are a school district, public or private school, or other entity that is not an individual user that has purchased the Service through a Written Order or Agreement, We will invoice you and Payment of the undisputed Fee amount set forth on each invoice shall be due within thirty (30) days of the date of the invoice. Should You dispute any portion of an invoice, You will communicate to Us in writing the basis of your belief that a portion of the invoice is incorrect no later than the date on which the invoice is to be paid in full, and shall engage with Us in good faith to resolve such dispute as expeditiously as reasonably possible.  In the event that timely payment is not received, We shall have the right to deny You and your Authorized Users access to the Services until payment in full is received.

23. No Resale or Redistribution of the Service

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service use of the Service, or access to the Service.

24. Waiver and Severability of Terms

The failure of ChalkTalk to exercise or enforce any right or provision of the Terms and Conditions of Use shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions of Use remain in full force and effect.

25. Electronic Communications

When you visit this website and when you communicate with us electronically, for example by sending us an email or ordering our products online, you consent to receive communications from us electronically. We will communicate with you by email or by posting notices on this website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

26. Privacy Policy

You consent to the collection, processing and storage by ChalkTalk of your personal information in accordance with the terms of ChalkTalk’s Privacy Policy. You agree to comply with all applicable laws and regulations, and the terms of ChalkTalk’s Privacy Policy, with respect to any access, use and/or submission by you of any personal information in connection with this Site.