PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Terms of Use

Effective date: July 1, 2019

Welcome to the SHARE professional learning platform.  Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications relating to the SHARE professional learning platform (the “Services”).

These Terms of Use (the “Terms”) are a binding contract between you and HotChalk, Inc. (“HotChalk,” “we” or “us”).   You must agree to and accept all of the Terms, or you don’t have the right to use the Services.  Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services.

MODIFICATION OF TERMS

We are constantly trying to improve our Services, and these Terms may need to change along with the Services.  We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Share platform, by sending you an email, and/or by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services.  If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes in the Terms.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

TEACHER APPRECIATION WEEK 2020 PROMOTION

For a limited time, based on nominations received, we are offering one educator in each school complimentary access to our 15-hour, self-paced course series Moving Beyond Trauma.

This course series offer is being made to nominated teachers. Nominations may be submitted here between May 4, 2020, at 4:00 a.m. Pacific time, and May 15, 2020, at 11:59 p.m. Pacific time. Only school and district leaders (e.g. principals, Director-level district staff) shall nominate teachers. Each person making a nomination may nominate only one teacher. Further, as previously stated, only one educator from each school may be nominated.

The nominated teacher may complete the Moving Beyond Trauma course series at no charge through July 15, 2020; after that time, there will no longer be free access to the Moving Beyond Trauma course series for the nominated teacher, and we further reserve the right to delete the account if no payments on the account have been made.

ADDITIONAL RESTRICTIONS

You represent, warrant, and agree that you will not use the Services or interact with the Services, or contribute any content to the Services, in a manner that:

  • Infringes or violates the intellectual property rights or any other rights of anyone else (including HotChalk);
  • Violates any law or regulation, including any applicable export control laws;
  • Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  • Jeopardizes the security of your HotChalk Analytics user account or anyone else’s (such as allowing someone else to log in to the Services as you);
  • Attempts, in any manner, to obtain the password, account, or other security information from any other user;
  • Violates the security of any computer network, or cracks any passwords or security encryption codes;
  • Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
  • “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or content available on the Services (through use of manual or automated means);
  • Copies or stores any significant portion of the content available on the Services;
  • Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for, among other things, immediate termination of your right to use or access the Services (and HotChalk reserves all other rights and remedies).

INTELLECTUAL PROPERTY RIGHTS

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth are protected by copyright and/or other intellectual property laws.  You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any content not owned by you, (i) without the prior consent of the owner of that content or (ii) in a way that violates someone else’s (including HotChalk’s) rights.

You understand that HotChalk (or its third party licensors) owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do.

YOUR INFORMATION

In the event you submit, load or post any information or other data to the Services, you automatically grant HotChalk a non-exclusive right and license to copy, reproduce, display, modify, create derivatives of and other use of such information for the purposes of providing marketing, improving, or supporting the Services.

MODIFICATIONS TO THE SERVICES

We’re always trying to improve the Services, so they may change over time.  We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services, at any time, with or without notice.

TERMINATION OF THE SERVICES

You’re free to terminate the Services at any time – simply by ceasing to use the Services.  HotChalk is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms.

Provisions that, by their nature, should survive termination of these Terms shall survive termination.  By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

GENERAL

Warranty Disclaimer. THE SERVICES ARE PROVIDED BY HOTCHALK (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability.  TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL HOTCHALK (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EEVN IF FORESEEABLE, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF US$500.00 OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Force Majeure. HotChalk will not be liable for any failure or delay in its performance of Services under these Terms due to any cause beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or failure of the internet or telephone services.

Indemnity.  To the fullest extent allowed by applicable law, you agree to indemnify and hold HotChalk, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services, (b) your violation of these Terms or (c) your negligence or other misconduct.

Assignment.  You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without HotChalk’s prior written consent.  We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration.  These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof.  Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, you and HotChalk each irrevocably consent to exclusive jurisdiction and venue in the state or federal courts located in San Francisco, California.

Miscellaneous. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.  If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.  You and HotChalk agree that these Terms are the complete and exclusive statement of the mutual understanding between you and HotChalk, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.  You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of HotChalk, and you do not have any authority of any kind to bind HotChalk in any respect whatsoever. You and HotChalk agree there are no third party beneficiaries intended under these Terms.