TERMS OF SERVICE

Version: 1.1

Last Updated: September 1, 2016

BY UTILIZING THE SITE OR ANY SERVICES, YOU SIGNIFY THAT YOU AGREE TO THESE TERMS OF SERVICE, INCLUDING OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE.

Teachley is transforming teaching and learning by helping educators and parents provide personalized learning experiences for children and target instructional efforts. Our applications focus on teaching important strategies shown to improve learning within fun and engaging games. These Terms of Service (“Terms of Service”) governs the website located at www.teachley.com (the “Site”) and our related products and services, including our web and mobile applications and the Teachley Connect platform (collectively, the “Services”). The Teachley Connect platform is a premium service available to districts, schools, teachers, tutors (“educators”), and parents that have a separate subscription with Teachley.

1.     Changes to the Terms of Service

We may change the Terms of Service at any time, as we reasonably deem appropriate. Upon any change in the Terms of Service, we will post the amended agreement on the Site homepage with notice of the changes and/or send you an email notifying you of the nature of the modifications and providing a link to the amended agreement for your review. Your continued use of the Site or Services following any such posting or notification shall constitute your affirmative acknowledgement of the changes to the Terms of Service, and your agreement to abide and be bound by the Terms of Service, as amended. If at any time you choose not to accept the Terms of Service, including following any modifications hereto, then you agree not to access the Site or use any content or services available on/through the Site.

 

2.     Our Site and Services

We reserve the right at any time to change all or any part of the Site and/or Services, including by eliminating or discontinuing any content or feature of the Services.  Any changes we make will be effective immediately upon notice, which we may provide by any means including, without limitation, posting on the Site or by electronic mail.  Your continued use of the Site or Services after such notice will be deemed acceptance of such changes.  You agree that we shall not be liable to you or to any third party for any elimination or discontinuation of any content or feature of the Site or Services.

  1. Registration

Teachley grants to you, a limited, non-exclusive license to access and use the Site & Services. To access some of the Site and/or Services, you must hold a valid Teachley account (Account Holder). To create an account, you agree you are at least 18 years of age and agree to provide true, accurate, and complete information. As explained by Teachley’s Privacy Policy, personally identifiable information may be provided to Teachley by you for the limited purpose of servicing the educational needs of the students and/or schools as requested by the applicable Account Holder. You agree you have the legal authority to share personally identifiable information with Teachley for the use of the services. In some cases, Teachley may create an account for you (e.g., if you are a teacher at a school with a premium subscription). In this event, you will need to create a secure password. You may also be able to generate a unique login code for easier login and management of your devices on the Teachley Connect platform. Your password, code, and account login credentials (collectively “credentials”) are confidential.  You may not share your credentials with any third party and must maintain the confidentiality of your credentials.  If you have reason to believe that your credentials have been compromised, report your concerns to  Teachley immediately and we will assist you with resetting your credentials. Credentials are non-transferable and may only be used by the Account Holder(s) to whom they were issued.

  1. Fees & Services

Some Services may be offered to you for a fee. By electing to purchase a paid service, you agree to submit a purchase request and pay in U.S. dollars via a Teachley accepted payment method. You agree all information you provide to Teachley is true and accurate and agree to pay all fees and associated taxes, as applicable. Services are non-refundable, though subscriptions may be canceled at any time. Payments will not renew automatically unless otherwise indicated.

  1. User Responsibility

You are solely responsible for all use of the Site and the Services by you. You may use the Site and the Services for lawful purposes only. You may not use the Site or the Services in any manner that could damage, disable, overburden or impair our servers or networks, or interfere with any other users' use or enjoyment of the Site or the Services. You may not attempt to gain unauthorized access to any of the Services, member accounts, or computer systems or networks, through hacking, password mining or any other means. Without limiting anything else contained herein, you agree that you shall not:

·      copy, modify, adapt, translate, or reverse engineer any portion of the Site or Services;

·      remove any notices of copyright, trademark or other proprietary rights contained in/on or accessible through the Site or Services or in any content or other material obtained via the Site or Services;

·      use any robot, spider, website search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Site or Services;

·      reformat or frame any portion of the web pages that are part of the Site or Services;

·      use the Services for commercial purposes;

·      violate any applicable laws or regulations or infringe upon any intellectual property, privacy, publicity or contractual or any other rights of any person in connection with the Site or Services;

·          attempt to defeat any security or verification measure relating to the Site or Services;

·          provide or use tracking or monitoring functionality in connection with the Site or Services, including, without limitation, to identify other users’ actions or activities;

·          impersonate or attempt to impersonate Teachley or any employee, contractor or associate of Teachley, or any other person or entity;

·         allow or enable a third party to violate these Terms of Services; or

·         collect or store personal data about other users in connection with the prohibited activities described in this paragraph.

We may take any legal action and implement any technical remedies we deem appropriate, including cancellation of free or fee based Services to prevent the violation of this provision and to enforce the Terms of Service.

  1. Our Copyright Dispute Policy.

Teachley respects the intellectual property of others and requires that our users do the same. If you believe that material or content residing on or accessible through the Site or the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Copyright Agent listed below:

·          identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

·          identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Teachley Site (providing the URL(s) of the claimed infringing material satisfies this requirement);

·          information reasonably sufficient to permit us to contact you, such as an address, telephone number, and an email address;

·          a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

·          a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf; and

·          your physical or electronic signature.

 

Our Designated Copyright Agent for notification of claimed infringement can be reached by email at: info@teachley.com or at the following postal address:

Attn: Designated Copyright Agent, Teachley, LLC. ℅ Teach For America, 25 Broadway, 13th Floor New York, NY 10004

 

  1. Links to Social Networking and Other Websites

The Site may contain links to other websites (“Third Party Sites”). These links are provided solely for the convenience of our users.  Teachley does not endorse, sanction or verify the accuracy or ownership of the information contained in/on any Third Party Site or any products or services advertised on Third Party Sites.  If you decide to leave the Site or Services and navigate to Third Party Sites, or install any software or download content from any such Third Party Sites, you do so at your own risk. Once you access a Third Party Site through a link on our Site or Services, you may no longer be protected by these Terms of Service and you may be subject to the terms and conditions of such Third Party Site. You should review the applicable policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Site, or relating to any software you use or install from a Third Party Site. Concerns regarding a Third Party Site should be directed to the Third Party Site itself. Teachley bears no responsibility for any action associated with any Third Party Site.

  1. Proprietary Rights

All of the content available on or through the Site and Services, including without limitation, text, photographs, graphics, logos, trade/service marks, and/or audiovisual content, is owned and/or controlled by Teachley, or other licensors, and is protected, as applicable, by copyright, trademark, trade dress, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain our proprietary information. Subject to and conditioned upon your compliance with these Terms of Service, we grant to you a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the aforementioned content for personal, non-commercial purposes only, and we do not transfer any intellectual property or other rights to you by virtue of permitting your use of the Site or Services. You may print, download, and store information from the Site or Services for your own convenience, but you may not copy, distribute, republish, (except as permitted in this paragraph), sell, or exploit any of the content, or exploit the Site or Services, in whole or in part, for any commercial gain or purpose whatsoever except as expressly provided herein. Except as is expressly provided herein, we do not grant you any express or implied rights, and all rights in the Site and Services not expressly granted by us to you are retained by us.

Confidential District and/or School information or any derivatives thereof, that you choose to store in any Teachley repository (“District or School Data”), shall be and remain the sole and exclusive property of the District or School that provided the Data. You hereby grant to Teachley a worldwide, non-exclusive, royalty-free, transferrable, license to use such District or School Data hereunder for the sole and exclusive purpose of providing the Services, including a license to store, record, transmit, maintain, and display District or School Data only to the extent necessary to provide the Services, and you warrant and represent that you have the full authority of the District or School to provide such information and grant such rights to Teachley.

9.         Disclaimer of Warranties

IF YOU ACCESS OUR SITE OR USE ANY OF OUR SERVICES, YOU DO SO AT YOUR OWN RISK. WE PROVIDE THE SITE AND THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SITE OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SITE OR SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE OR SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TEACHLEY MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE BY OR THROUGH THE SITE OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. TEACHLEY DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR-FREE, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES, SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS. UNDER NO CIRCUMSTANCES WILL TEACHLEY, ANY OF OUR AFFILIATES, DISTRIBUTORS, PARTNERS, LICENSORS, AND/OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE OR SERVICES.

 

10.               Limitations on Liability

IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR THE SITE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO UTILIZE THE SITE OR THE SERVICES OR (B) ONE HUNDRED DOLLARS ($100). IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR ANY BODILY INJURY, EMOTIONAL DISTRESS, DEATH OR ANY OTHER DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR ANY PERSONAL INJURY OR PROPERTY DAMAGES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

  1. Indemnity

You shall defend, indemnify and hold harmless Teachley (and each of our officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to your use of our Site or Services or alleging facts or circumstances that could constitute a breach of any provision of these Terms of Service by you.

  1. Termination

We may, in our sole discretion, immediately terminate your access to and block your use of the Site or Services or any portions thereof, at any time, without prior notice and for any reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms of Service.  Upon termination of these Terms of Service, your right to access and/or use the Site or Services will immediately cease, and we may immediately deactivate or delete your Credentials, and all related information and files associated with your account. You agree that we shall not be liable to you or any third party for any termination of your access to the Site or Services.  Except for the license to access and use the Site and Services granted to you by Teachley herein, the rights and obligations of the parties as set forth in these Terms of Service shall survive termination.

  1. Choice of Law and Dispute Resolution

The Terms of Service shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of New York as applied to contracts made and performed entirely within New York, without giving effect to any conflicts of law statutes. Any controversy, dispute or claim arising out of or related to the Terms of Service, the Site or the Services shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the State of New York and the County of New York, pursuant to the rules of the American Arbitration Association. Any and all disputes that you may have with Teachley shall be resolved individually, without resort to any form of class action.

  1. Eligibility

Use of the Services is void where prohibited by applicable law, and the right to access the Site is revoked in such jurisdictions. By using the Site and/or the Services, you represent and warrant that you have the right, authority, and capacity to enter into the Terms of Service and to abide by all of the terms and conditions set forth herein. The Site is administered in the United States; any use outside of the United States is at the user's own risk and users are responsible for compliance with any and all applicable federal, state, local and international laws applicable to their use of the Services or the Site.

  1. Assignment

We may assign this contract at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. You may not assign, transfer or sublicense the Terms of Service to anyone else and any attempt to do so shall be null and void.

  1. Miscellaneous

These Terms of Service and any supplemental terms, policies, rules and guidelines posted on the Site, as well as the Privacy Policy constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of the Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of Teachley to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Please contact us with any questions regarding these Terms of Services at:

info@teachley.com 

Teachley, LLC. ℅ Teach For America, 25 Broadway, 13th Floor New York, NY 10004 

Copyright © 2016. Teachley, LLC. All rights reserved.