(Version 5.0- July 2016)
Effective Date: July 29, 2016
“ClassFlow” or the "Service" is provided by Promethean Limited (“Promethean”, "we", or "us", or "our"). We are a limited company registered in England and Wales under company number 1308938 with our registered office at Promethean Limited, Promethean House, Lower Philips Road, Whitebirk Industrial Estate, Blackburn, Lancashire, BB1 5TH, United Kingdom.
When we use the word “Service(s)”, we mean (i) the ClassFlow Service at www.classflow.com or other such URL as determined by the User’s locale (e.g. classflow.nl/classflow.de/classflow.co.uk); (ii) the ClassFlow for Schools Service which is available via subscription to schools, school districts, or other such institutions and is accessible only thru the setup of a unique ClassFlow Subdomain with a private URL (e.g. www.yourschooldistrictname.classflow.com) for use exclusively by the specific school or district; and (iii) all the other related websites, products, services, and ClassFlow-related applications made available by Promethean via the iTunes store and Google Play store. If you have any questions, comments, or concerns regarding these Terms of Service or our Service, please contact us at support@ClassFlow.com
"You" or “your” is defined as a User of the Service. An “Individual User” as used in these Terms means a teacher (or administrator), student, or parent/guardian using the free ClassFlow Service. Where applicable, “you” or “your” also means a school or school district or other educational institution otherwise known as an “Enterprise User” using the ClassFlow for Schools Service, with whom the User is associated either as a student, teacher, or parent/guardian of a student and is authorized by the Enterprise User to use the Service (an “Authorized User”). The term “User(s)” as used herein will refer to Individual Users, Authorized Users, or Enterprise Users.
1. YOUR PASSWORD AND ACCOUNT
1.1 To access the Service you need to register for an account with a user name and password (your “ClassFlow User ID”).
1.2 You are responsible for maintaining the confidentiality of your ClassFlow User ID and for restricting access to your ClassFlow User ID and ClassFlow account. Accordingly, you agree that you will be solely responsible to us for activities undertaken by your account. You agree to keep the information you submit about yourself accurate and current. You agree to notify us promptly if you believe that there has been any unauthorized use of your account.
All Users (except students) must register their ClassFlow account using a valid email address that the User accesses regularly. If you are a teacher/administrator using the free ClassFlow Service as an Individual User independent from the educational institution with which you are associated as opposed to an Authorized User directed by an Enterprise User, you are required to understand and comply with your educational institution’s policies and rules regarding use of your educational institution email address to set up an account on the Service.
You cannot select for your ClassFlow User ID a name that you do not have the rights to use or another person’s name with the intent to impersonate that person. Accounts registered with someone else's email address, or with temporary email addresses may be closed without notice. We may require Users to re-validate their account if we believe they have been using an invalid email address. If at any time you learn that a User of the Service claims to be affiliated with your educational institution who is not, in fact, affiliated with your educational institution, you will notify Promethean immediately.
If you are a student under the age of 18 years, you are prohibited from using the Service unless you have been provided access to the Service via a class code provided by and at the direction and guidance of a teacher and or an educational institution. Once provided access to the Service you may not share that class code or ClassFlow User ID with anyone else.
If you are an Enterprise User using the ClassFlow for Schools Service, you will be provided a unique school or district “ClassFlow Subdomain” (or “Tenant”) within ClassFlow (e.g. yourschooldistrictname.classflow.com) for use exclusively by the Authorized Users of the specific Enterprise User (school or district). Each Enterprise User will assign ClassFlow User IDs within their ClassFlow Subdomain to their Authorized Users.
If you are an Enterprise User, upon termination of a teacher’s employment with you or upon the termination of enrollment of a student, you will require such Authorized Users to return and cease using all class codes he or she has in his or her possession which have been provided to them by you. If you want to transfer an Authorized User’s account to another Individual User (e.g. one of your teachers leaves his or her employment with you and you want to assign the leaving teacher’s account to his or her replacement teacher), please contact info@ClassFlow.com and a representative will help you. You may not transfer your account to anyone else without Promethean’s permission.
2. Personal Information and Student Data
2.1. “Personal Information” is any information that can personally identify a specific individual. “Student Data” is Personal Information that is directly related to an identifiable current or former student that is maintained by a school, school district, or related entity or organization, or by us. To the extent U.S. Law applies, Student Data may include “educational records” as defined by the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C. § 1232(g).
2.2 “Sensitive Personal Information” means the following categories of Personal Information: social security numbers (US Users only), dates of birth, race or ethnic origin, political opinions, membership of political associations, physical or mental health or condition, health related personal data, membership in a government program, religious beliefs or other beliefs of a similar nature, philosophical beliefs, membership in a professional or trade association or union, sexual orientation or practices, criminal record, genetic information, and biometric information. WE DO NOT INTEND TO COLLECT SENSITIVE PERSONAL INFORMATION FROM ANY OF OUR USERS. Please do not voluntarily provide this information to the Service.
2.4. Student Data Access as a School Official under FERPA. To the extent necessary to provide the Service, we may access and collect Student Data in a variety of ways. In the U.S., we access, collect and process Student Data as a School Official with a legitimate educational interest pursuant to FERPA 34 CFR Part 99.31(a)(1). You agree that, as between the parties, the school or educational institution owns and controls all Student Data, whether provided by the school, school administrator, student, parent/guardian, or any other third-party.
2.5 Personal Information and Student Data Consents and Authority. You must have the requisite consent and authority to provide Student Data to Promethean, or to authorize Promethean to collect Student Data through the Service.
2.6. Use of Student Data. By submitting or providing us access to Student Data, you agree that Promethean may use the Student Data solely for the purposes of (i) providing the Service, (ii) improving and developing our Service, (iii) enforcing our rights under these Terms, and (iv) as permitted with the Authorized User’s, or Individual User’s consent. Notwithstanding anything to the contrary, we shall not use Student Data to engage in targeted advertising.
2.7. Use of Anonymized Student Data. You agree that we may collect and, both during and after the term of our agreement with this Agreement, use data derived from Student Data for our own purposes, provided that such data will be de-identified and/or aggregated to reasonably avoid identification of a specific Authorized User or individual.
2.8 Use of Personal Information for Marketing. You agree that Promethean may provide customized content and commercial messaging to school or district administrative users and to teachers from time to time, provided that such content and messaging shall not be based upon Student Data relating to individually identifiable students. From time to time, Promethean may also provide customized content and commercial messaging to parents or guardians who have agreed to receive such content and messaging, provided that such content and messaging shall not be based on Student Data unless we have received explicit consent from the parent or guardian or the school to have Student Data used for such purpose and to the extent such data use is permitted by applicable law. Teachers, administrators and parents who receive communications from Promethean will always have the option to unsubscribe from receiving such communications. Promethean shall not direct advertising or marketing messages to students using the Service.
2.9 Promethean’s Third-Party Service Providers. You acknowledge and agree that Promethean may provide access to Student Data to our employees, affiliates, and to certain third party service providers, which have a legitimate need to access such information in order to provide their services to us. We and our employees, affiliates, service providers, or agents involved in the handling, transmittal, and processing of Student Data will be required to maintain the confidentiality of such data. You also acknowledge that, subject to these Terms and to the extent permitted by Law, Personal Information including Student Data may be accessed and processed by our affiliates’ or our third party service providers’ personnel in foreign countries, including countries other than the jurisdiction from which the Personal Information was collected, and you hereby authorize such access and processing. To find out where our third party service providers process your Personal Information contact firstname.lastname@example.org
3. SECURITY, DATA BREACHES, ACCESS AND SUPPORT
3.1 Data Security. We have implemented commercially reasonable administrative, physical and technical safeguards designed to secure Personal Information, including Student Data, from unauthorized access, disclosure, or use, which could include data encryption, firewalls, physical access controls to buildings and files, and ongoing employee training and education. We have policies and procedures in place to limit access to our systems to only those employees and trusted third parties that have a need-to-know basis based on specific job function or role.
3.2 Data Breach Notification and Indemnification. In the event we have a reasonable, good faith belief that an unauthorized party has gained access to or been disclosed Personal Information, including Student Data, that we have collected or received through the Service (a “Security Event”), we will promptly notify you as the school data owner and will use reasonable efforts to cooperate with your investigation of the Security Event. If such a Security Event is caused by the negligent acts or omissions of Promethean or its agents and such event triggers any third-party notice requirements under applicable privacy laws, Promethean shall indemnify the school for any actual and reasonable notification related costs incurred by the school in order to respond to the Security Event to the extent such notification is required by law. Promethean shall further indemnify the school for all actual and reasonable costs incurred by the school which arise from the misuse of Student Data which is directly caused by the willful or intentional acts or omissions of Promethean or its agents. Promethean will have no liability to the extent the Security Event is caused by agents, contractors, employees, or representatives of the School.
3.3 We will not be liable if for any reason the Service (or any part of it) is unavailable at any time or for any period. Additionally, access to the Service may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. Additionally, access to the internet, if employed, is your sole responsibility and the responsibility of the Internet provider(s) you select. Promethean does not accept any responsibility for failure of the Service due to Internet facilities, including related telecommunications or equipment.
3.3 On-line support for the Service is available for all Users via ClassFlow Support. If you are an Enterprise User, please refer to your Subscription Agreement and ordering documents to understand if you are entitled to any further support entitlements.
4. YOUR CONDUCT
When using the Service, you must comply with all laws that apply to you. Also, your use of the Service is subject to the provisions of the ClassFlow Acceptable Use Policy which outlines what you can and cannot do with and on the Service. You should review the ClassFlow Acceptable Use Policy before using the Service. A violation of the ClassFlow Acceptable Use Policy may be grounds for removal of Resources/posts and even termination of your rights to use or access the Service.
5. LINKING TO OUR SERVICE
You may link to our Service's home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. We reserve the right to withdraw linking permission without notice.
6. LINKS TO THIRD PARTY WEBSITES, RESOURCES AND SERVICES
Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Promethean shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings including any loss or damage arising from their use of your personally identifiable information.
7. RELIANCE ON INFORMATION POSTED
Commentary, blogs, and chats via the ClassFlow Community as well as Lessons, PDFs, Websites and other materials (“Resources”) uploaded/posted to the ClassFlow Marketplace are not intended to amount to advice on which reliance should be placed, nor can we offer any guarantee that any information that is posted is complete, accurate or up to date or that the author of such Resources has provided their consent to use such materials. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials or information by any User of our Service, or by anyone who may be informed of any of its contents.
8. PARTICIPATING IN THE CLASSFLOW COMMUNITY AND CLASSFLOW MARKETPLACE
8.1 Whenever you make use of the ClassFlow Community feature on the Service which allows you to participate in discussions, blogs, or conversations with other Users of the Service by posting questions or comments in the Community you must comply with the Content Standards set out in the ClassFlow Acceptable Use Policy. You should read the ClassFlow Acceptable Use Policy before participating in the ClassFlow Community. The content you contribute is required to comply with the Content Standards set forth in the ClassFlow Acceptable Use Policy, and you agree to indemnify us, our partners, and affiliates for any breach of that condition. Authorized Users posting to the public ClassFlow Community on behalf of an Enterprise User agree that they do so with the appropriate permissions and authority of the Enterprise User.
8.2 The ClassFlow Marketplace feature on the Service allows you to access a searchable database that contains or accesses originally created digital educational materials created by teachers, third party publishers and Promethean including but not limited to lessons, question sets, sample assessments, sample assignments and other such resources (“Resources”). Subject to accepting the ClassFlow Marketplace Terms and Conditions which are incorporated into and made part of these Terms of Service by this reference, a User over the age of 18 may upload Resources to the Marketplace to share with other Users for free or for a fee. Similarly, ClassFlow Users over the age of 18 may, subject to the ClassFlow Marketplace Terms and Conditions, download for free or purchase those Resources from the ClassFlow Marketplace. As a condition to and before participating in the ClassFlow Marketplace as either a Seller or a Buyer (as each is defined in the ClassFlow Marketplace Terms and Conditions) you are required to read and accept the ClassFlow Marketplace Terms and Conditions which also includes a code of conduct and compliance with the ClassFlow Acceptable Use Policy.
9. NOTICE AND TAKEDOWN
9.1 Despite the requirements to comply with the ClassFlow Acceptable Use Policy, certain content posted to the ClassFlow Community may contain, or direct you to websites containing, information you may find offensive or inappropriate and Promethean cannot control that. We do not monitor all content posted to the Service. However, if you believe that any content posted or submitted on the ClassFlow Community is defamatory and/or breaches these Terms of Service or the Class Flow Acceptable Use Policy please assist us by providing us with a written statement with the subject line “Notice of Defamatory Content.” The notice should include your name, mailing address, company name, and your title (if applicable). You should indicate on the notice exactly which words you consider to be defamatory or in breach of the Acceptable Use Policy and you should cut and paste the address of the relevant Web page onto the notice. Please state the reasons why you consider the words to be in breach of the Acceptable Use Policy or defamatory and explain why that is the case, and where you believe the words to be defamatory explain why the words complained of are untrue and what you believe the true position to be. Please send the notice by email to support@ClassFlow.com. We will use all reasonable endeavors to remove any content that we deem to be defamatory or in breach of the Acceptable Use Policy from our Service within a reasonable timeframe, and in any case, in accordance with any timeframes set out in applicable legislation.
9.2 Pursuant to the Copyright Notice and Takedown provisions in the ClassFlow Marketplace Terms and Conditions, if you believe that any Resource in the ClassFlow Marketplace infringes your copyright or any other intellectual property right, you should notify Promethean of your claim in accordance with the detailed procedures set forth in the ClassFlow Marketplace Terms and Conditions. Promethean will process notices of alleged infringement in accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable copyright laws. The DMCA requires that notification of claimed infringement be in writing and provided to Promethean by email to email@example.com
10. INTELLECTUAL PROPERTY RIGHTS
Promethean is the owner or a licensee of all intellectual property rights in the Service including the owner of a number of trademarks relating to our brand in several jurisdictions around the world. All such rights are reserved. Nothing in these Terms of Service gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features without Promethean’s express written permission.
To the extent that you post any “ideas” or “suggestions” to the Community section of the Service or otherwise provide such ideas or suggestions to Promethean including but not limited to new advertising campaigns, new promotions, new or improved products or technologies, product enhancements or improvements, processes, product names or other inventions or discoveries (all herein referred to as “Ideas”), you understand and agree that such Ideas are the property of Promethean and you are not entitled to any compensation, royalty, acknowledgement or attribution associated with Promethean’s use of or action taken as a result of such ideas. To the extent requested by Promethean, you agree to assign all right, title, and interest in and to such Ideas to Promethean and to execute and deliver to Promethean all documents and perform all lawful acts which Promethean deems necessary or advisable for the preparation, prosecution, issuance, procurement, and maintenance of copyrights or patents under applicable laws of the United States or foreign jurisdictions. All such documents required hereunder will be prepared by and at the expense of Promethean.
11. DISCLAIMERS AND LIMITATIONS OF LIABILITY
11.1 Our Service is provided on an "as is" and "as available" basis (unless otherwise expressly provided in these Terms of Service). To the fullest extent permitted by applicable law, we expressly disclaim all warranties, representations, conditions and other terms of any kind, whether express or implied, including, but not limited to any implied warranties, representations, conditions or other terms of merchantability, satisfactory quality, fitness for a particular purpose, or as to non-infringement of any intellectual property right.
11.2 We make no warranty or representation that (i) the Service will meet your requirements, (ii) the Service will be uninterrupted, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material obtained by you through the Service will meet your expectations, or (v) any errors in the software will be corrected.
11.3 You acknowledge and accept that any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
11.4 Subject to clause 11.5, there is no legal theory (including, without limitation, tort (including negligence), contract, strict liability, or otherwise even if we have been advised of the possibility of such loss or damage) under which Promethean will be liable to you or to any other person for:
11.5 Nothing in these Terms of Service shall limit or exclude our liability:
11.6 Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities. Accordingly, some of the above limitations set out above may not apply to you. In particular, where you are using our Service as a consumer, nothing in these Terms of Service shall affect your statutory rights.
12. TERM AND TERMINATION
Except as set forth in these Terms of Service, for individual teachers using the Service, your ClassFlow account will remain available to you for as long as the Service is available or unless you request your account to be deleted. For Enterprise Users, your ClassFlow account will be available to you for as long as you have a current subscription to the ClassFlow for Schools Service or until your school or District requests the Service be terminated. The provisions herein shall apply to you for as long as you use the Service. Provisions that, by their nature, should survive and apply even after you no longer use the Service shall survive and remain applicable. By way of example, all of the following will survive termination of the Service: any obligation you have to pay us or indemnify us; any limitations on our liability; any terms regarding ownership or intellectual property rights including the licenses granted in Section 10, and terms regarding disputes between us.
All notices given by you to us, unless otherwise specifically directed herein, must be given to Promethean Limited by certified mail to the address on the first page of these Terms of Service. We may give notice to you at either the email or postal address you provide to us when placing an order (if you are an Enterprise User), or which you provided to us upon registration. Notice will be deemed received and properly served 24 hours after an email is sent, or five days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that such email was sent to the specified email address of the addressee.
14. TRANSFER OF RIGHTS AND OBLIGATIONS
14.1 You may not transfer, assign, charge or otherwise dispose of this Contract, or any of your rights or obligations arising under it, without the prior written consent of Promethean.
14.2 Promethean may transfer, assign, charge, sub-contract or otherwise dispose of this Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
15. WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using the Service, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Service. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing
16. EVENTS OUTSIDE OUR CONTROL
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Contract that is caused by events outside our reasonable control ("Force Majeure Event").
16.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
16.3 Our performance under this Contract is deemed to be suspended for the period that the Force Majeure Event continues, and to the extent we have any performance obligations during the Force Majeure Event, all such performance obligations shall be extended for the duration of the Force Majeure Event plus a reasonable period of time following such event to allow us to reasonably meet such performance obligations. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Contract may be performed despite the Force Majeure Event. If the Force Majeure Event continues for two months we may terminate this Contract.
17. EXPORT CONTROL LAWS
You acknowledge that the use of the Service is subject to the U.S. Export Administration Regulations and other export laws, restrictions, and regulations (collectively, the “Export Laws”) and that you will comply with the Export Laws. You will not supply, transfer, export, or re-export the Service in violation of any applicable Export Laws. In addition, you are responsible for complying with any applicable local laws which may restrict the import, export, or use the Service, software, or materials. All rights to use the Service are granted on condition that such rights are forfeited if you fail to comply with the terms of this Contract. If Promethean has knowledge or reasonable cause to suspect that a violation has occurred, Promethean may be prohibited from providing maintenance and support for the Service and or Promethean may terminate your use of the Service.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms of Service shall otherwise remain in full force and effect and enforceable.
19.1 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 and shall not relieve you from compliance with such obligations.
19.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
19.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with paragraph 14 above.
20. ENTIRE AGREEMENT
20.1 We agree that the terms of this Contract are the complete and exclusive statement of the mutual understanding between you and Promethean, and that it supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the use of the Service, and that all modifications to the terms of this Contract must be in a writing signed by both parties (except as otherwise provided herein).
20.2 We each acknowledge that neither of us has relied on any representation, undertaking or promise given by the other nor implied from anything said or written in negotiations between us except as expressly stated in these terms.
21.1 The Service provided is changing regularly to keep up with your needs and wants. As such, we may change these Terms of Service from time to time. When there is a material change to these Terms of Service, you will be notified of such changes the next time you sign on to ClassFlow. If you choose not to accept the changes, you will not be able to continue to use ClassFlow.
21.2 If you are an Enterprise User with a subscription to the ClassFlow for Schools Service, you will be subject to the policies and terms and conditions in force at the time that you register with our Service, unless any change to those policies or these terms is required to be made by law or governmental authority or we notify your school or district in writing of the changes to those policies or these terms and conditions.
22. GOVERNING LAW
Unless subject to specific terms in our agreement with a school, if you are a User residing in the United States (and its territories), Canada, or the Caribbean these Terms of Service are governed by the laws of the State of Georgia, U.S.A. Any disputes or differences arising out of these Terms of Service shall be subject to the exclusive jurisdiction of the state courts of Fulton County, Georgia U.S.A. Unless subject to specific terms in our agreement with a school, if you are a User residing anywhere else in the world, these Terms of Service are governed by the laws of England and Wales. Any disputes or differences arising out of these terms and conditions shall be subject to the exclusive jurisdiction of the English Courts.
23. USERS IN AUSTRALIA ONLY
23.1 In Australia, to the extent that you acquire goods or services from us as a consumer within the meaning of the Australian Consumer Law, you may have certain rights and remedies (including, without limitation, consumer guarantee rights) that cannot be excluded, restricted or modified by agreement. Nothing in these terms and conditions (including, without limitation, in clause 11) operates to exclude, restrict or modify the application of any implied condition or warranty, provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law or any other statute where to do so would contravene that statute or cause any term of this agreement to be void ("Non-excludable Obligations").
23.2 In relation to Non-excludable Obligations (other than a guarantee as to title, encumbrances or quiet possession conferred by the Australian Consumer Law), except for goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption (in respect of which our liability is not so limited under this Section 23.2), our liability to you for a failure to comply with any Non-excludable Obligation is limited (at our option) to: (a) in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again; and (b) in the case of goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.
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