DigitalChalk Customer End User License Agreement
By pressing the "Accept" button displayed as part of the ordering process, you represent to Sciolytix, Inc, herein referred to as Sciolytix, that you have read and understand, and agree to be bound by, the following terms and conditions of this Agreement governing your use of the Service. If you do not agree with the terms and conditions of this Agreement, you must not select the "Accept" button and you may not use the Service.
This Agreement is between you and Sciolytix and your agreement to be bound by the terms and conditions hereof is in consideration of Sciolytix granting you access to the Service and System, which access is subject to and governed by this Agreement. You hereby agree with Sciolytix as follows:
DigitalChalk is an online learning delivery software system developed and owned by Sciolytix.
All capitalized words and phrases as used in this Agreement shall have the meanings ascribed to such words and phrases as set forth within the "Definitions" sections at the end of this Agreement. You are directed to reference this section when reviewing the terms of this Agreement.
As part of the Service, Sciolytix will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the DigitalChalk website incorporated by reference herein, including but not limited to the privacy policy and security policy.
The Service you receive will include one or more of several elements. Including, but not limited to:
- Online lessons (both static and multimedia presentations)
- Online access to documents and files
- Online assessments (Test, Quiz etc.)
- Online assignments (essay or report)
- Certificate, grade or transcript views
Course Delivery
The delivery of the elements listed above are in accordance with the design choices course authors or instructors choose. The System controls access to elements, the ability to view or revisit elements and records completion of the elements in accordance with the instructor/instructors’ design(s). Questions related to the content in the elements, availability of the elements or completion of the elements must be directed to the course provider or instructor who created the elements. Unless otherwise specifically communicated through the system to you, no elements will be available for more than 365 days from the date of registration into the course containing those elements.
Privacy Disclosure
The Sciolytix privacy policy may be reviewed at any time by visiting: https://www.digitalchalk.com/about-digitalchalk/Privacy-Policy
Right To Use Grant & Restrictions
Sciolytix hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own purposes, subject to the terms and conditions of this Agreement. Sciolytix and its licensors reserve all rights not expressly granted to you herein.
You may not access the Service if you are a direct competitor of Sciolytix, except with Sciolytix’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
As a Student or User of the Service, you shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual.
User licenses are non-transferable.
You may use the Service only for your personal learning purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send, store or otherwise transmit in any manner any infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send, store or otherwise transmit in any manner any material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
Account Inactivity
If your organization account is inactive (no user logins have occurred) for more than twelve (12) months, Sciolytix may place your account in an inactive status and notify you at the email address of this action. If you do not respond within 60 days and there is no activity in the account, your account may be removed from the DigitalChalk system and your data deleted.
Your Responsibilities
You are responsible for all activity occurring under your User account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including without limitation those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Sciolytix immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Sciolytix immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known to or suspected by you; and (iii) not impersonate another DigitalChalk user or provide false identity information to gain access to, or use the Service.
Account Information & Data
Sciolytix does not own any data, information or material that you submit to or transmit with or by the Service in the course of using the Service whether as a Course Provider submitting Course Material (documents, files, images, logos or any course data entered by you) or a student submitting responses. If you are a Course Provider, you and expressly not Sciolytix shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data and Subscriber Data. Sciolytix shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data or Subscriber Data unless this includes Personal Data.
Intellectual Property Ownership
Sciolytix alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the DigitalChalk Technology, the Content (excluding the Subscriber Data, Customer Data and Course Material as mentioned in the paragraph above) and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the DigitalChalk Technology or the Intellectual Property Rights owned by Sciolytix. The DigitalChalk name, the DigitalChalk logo, and the product names associated with the Service are trademarks and service marks of Sciolytix or third parties, and no right or license is granted to you to use them under this Agreement.
Third Party Course Providers & Vendors
During your use of the Service, you may enter into correspondence with, purchase services from or in other way interact with third party organizations, companies or individuals who are either Course Providers, authorized partners to Course Providers or other Subscribers. Sciolytix does not provide any warranty, guarantee nor does Sciolytix attest to the accuracy, legality, appropriateness, authenticity or timely nature of any information, data or content (in any form delivered by the Service) provided by any third party you may interact with on the Service. If in the course of interaction with the Service and third-party entities on the Service you suspect a third party is providing willfully inaccurate, unlawful or criminally obscene material you agree to promptly notify Sciolytix of the suspect content. Sciolytix reserves the right to suspend or remove any content it deems to be willfully inaccurate, unlawful or criminally obscene. Sciolytix is not and shall not be responsible to you for refund of fees paid for access to content that has subsequently been suspended or removed from the Service and you hereby release Sciolytix from any claim for reimbursement or liability for any such fees.
To the extent that you will utilize or otherwise access content provided by Go1, you agree that you shall at all times act in accordance with the Go1 Terms and Conditions as may be amended from time to time as specified at the following URL: https://www.go1.com/en-au/terms/customer-terms.
The fees collected by Sciolytix are for access to the Service and access to the Course Material (a description of which was included on the sales invoice prior to your purchase) which has been provided by a third-party Course Provider. The Course Provider is solely responsible for the description of the Course Material, price and Course Material content. Any questions regarding the Course Material, price or descriptions must be directed to the third-party Course Provider. Any disputes between you and any Course Provider do not reduce your obligation to pay Sciolytix for access to the Service nor does it in any way entitle you to a refund of fees paid to Sciolytix. Sciolytix is not responsible for mediation or communication between parties in the event of any dispute.
Charges & Payment Of Fees
If applicable, you shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable as set forth in your sales invoice, displayed online, transmitted electronically or via printed invoice. The fee for the Course (or courses) selected plus the cost of any additional materials are included in the sales invoice provided prior to payment. You will receive an online receipt with a total charge and transaction number after successful payment. It is your responsibility to print a copy of the receipt for your records. All payment obligations are non-cancelable and all amounts paid are nonrefundable.
Any disputed charges must be submitted in writing to the Course Provider identified on your sales receipt within 30 days of purchase. You are responsible for paying for all amounts due for your use of the Service, whether or not the Service is actively used. Sciolytix and the Course Provider reserve the right to modify their fees and charges and to introduce new charges at any time. All pricing terms are published online and are available for review at the Course Information page for each Course Provider.
Termination Upon Expiration/Extension Of Subscription
This Agreement commences on the Effective Date of acceptance. The term of Service for this Agreement is established by the Course Provider and is provided in the Terms and Conditions of the sales invoice provided prior to credit card payment. The maximum term of service for any Course is twelve (12) months from the date of service commencement. Access to the Service will terminate at end of the term of service or twelve (12) months from the commencement of service, whichever is first. It is your responsibility to complete any Course Material or assessments prior to the end of the term of service. A failure to complete all Course Material or assessments prior to the end of the term of service shall not entitle you to a refund or extension of the term of service. At the discretion of the Course Provider and by written request from the Course Provider, Sciolytix, at our sole discretion, may provide an extension of the term of service for a specified period of time requested by the Course Provider.
Termination for Cause
Any unauthorized use of the DigitalChalk Technology or Service will be deemed a material breach of this Agreement. Sciolytix, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.
Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Sciolytix represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online DigitalChalk help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself, that you have not provided any false information to gain access to the Service, that your billing information is correct.
Mutual Indemnification
You shall indemnify and hold Sciolytix, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) any breach by you or your Users of any term of this Agreement, provided in any such case that Sciolytix (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Sciolytix of all liability and such settlement does not affect Sciolytix's business or the Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Sciolytix shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Sciolytix of its representations or warranties; or (iii) a claim arising from material breach of this Agreement by Sciolytix; provided that you (a) promptly give written notice of the claim to Sciolytix; (b) give Sciolytix sole control of the defense and settlement of the claim (provided that Sciolytix may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Sciolytix all available information and assistance; and (d) have not compromised or settled such claim. Sciolytix shall have no indemnification obligation, and you shall indemnify Sciolytix pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware, or business process(s).
Disclaimer Of Warranties
Sciolytix and its licensors make no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or any Content. Sciolytix does not represent or warrant that (a) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the Service will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your requirements or expectations, (e) errors or defects will be corrected, or (f) the service or the server(s) that make the Service available are free of viruses or other harmful components. The Service and all Content is provided to you strictly on an "AS IS" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third -party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Sciolytix and its licensors.
Internet Delays
The Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Sciolytix is not responsible for any delays, delivery failures, or other damage resulting from such problems.
Limitation Of Liability
In no event shall Sciolytix’s aggregate liability for any breach, dispute or claim of or related to this Agreement exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such breach, dispute or claim. In no event shall Sciolytix and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the Service, or for any Content obtained from or through the Service, any interruption, inaccuracy, error or omission, regardless of cause in the Content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.
Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you. However, if such exclusion or limitation of implied warranties or limitations is disallowed in a jurisdiction it does not grant or imply a warranty or liability in any other jurisdiction.
Local Laws & Export Control
Sciolytix provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The user ("User") acknowledges and agrees that the our websites and Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
Our websites may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.
Sciolytix and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government for such purposes.
Notice
Sciolytix may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Sciolytix's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Sciolytix's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Sciolytix (such notice shall be deemed given when received by Sciolytix) at any time by any of the following: letter sent by confirmed facsimile to SCIOLYTIX at the following fax number:866-531-4940; letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to Sciolytix at the following address: Sciolytix Inc., Two Town Square Boulevard, Suite 330, Asheville, North Carolina 28803; or electronic mail to support@digitalchalk.com, in which case notice shall be deemed to have been given upon the expiration of 24 hours after transmission, provided that the sender did not receive a notice of non-delivery.
Modification To Terms
Sciolytix reserves the right to modify the terms and conditions of this Agreement or its policies referred to herein or relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
Assignment; Change In Control
This Agreement may not be assigned by you without the prior written approval of Sciolytix but may be assigned without your consent by Sciolytix to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.
General
This Agreement shall be governed by the laws of the State of Delaware and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Sciolytix as a result of this agreement or use of the Service. The failure of Sciolytix to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Sciolytix in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Sciolytix and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith:
"Agreement" means this DigitalChalk Customer End User License Agreement and any documents or policies referred to herein plus any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the DigitalChalk or Sciolytix website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, and any documents or policies referred to herein, may be updated by Sciolytix from time to time in its sole discretion.
"Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service.
"Course Administrator" means a User designated by an Organization Administrator who is authorized in the System to create Course Material and manage Students.
"Course Material" means any form of content, document or data delivered as an element of a course.
"Course Provider" means any third-party organization who creates and publishes Course Material using the Service.
"Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service and includes user Data.
"DigitalChalk" means collectively the DigitalChalk online learning delivery software system and brand developed and owned by Sciolytix, together with all component parts of and Intellectual Property Rights associated with the DigitalChalk system.
"DigitalChalk Technology" means all of Sciolytix's proprietary rights and technology associated with DigitalChalk (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Sciolytix in providing the Service.
"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service.
"Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter).
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world owned by Sciolytix.
"Online Order Center" means Sciolytix's online DigitalChalk application that allows the Organization Administrator designated by you to, among other things, subscribe to Courses provided by the Service by Course Providers.
"Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail).
"Organization Account" means the scope of users, content and data that is unique within the system as defined by the Organization Type in your Subscription Agreement.
"Organization Administrator(s)" means those Users designated by you who are authorized to purchase subscriptions online using the online purchasing facilities or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service.
"Personal Data" shall mean any data that when accessed could be used to identify the identity of a User.
"Service" means the specific edition of the DigitalChalk online learning system, billing, data analysis, or other corporate services identified during the ordering process, developed, operated, and maintained by Sciolytix, accessible via the internet through the DigitalChalk website or another designated web site or IP address, or ancillary online or offline products and services provided to you by Sciolytix, to which you are being granted access under this Agreement, including the DigitalChalk Technology and the Content.
"Student(s)" means any User or Users who are registered for or have completed a Course on the system.
"System" means the software Service, Network, Data and Technology provided to Users by Sciolytix through through the DigitalChalk website.
"User(s)" means you, your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Sciolytix at your request).
"You" means the entity who completes the Order Form for a subscription to the Service.