TheChalkboard Inc., operating as Chalkboard (“Chalkboard”, “our”, “us” or “we”) provides an online platform known as CHALKBOARD that connects tutors with individuals seeking tutoring services (each a “User”) and other services related thereto (collectively, the “Services”) through our website, accessible at www.chalkboard.com.ph (the “Site”). The Services include the ability for Users and Tutors (each as defined below) to interact via the Chalkboard platform’s interface or other methods as may be made available by Chalkboard from time to time.
These User Terms & Conditions govern your access to and use of the Site, the Services and the Collective Content (as hereinafter defined).
Definitions
“Account” means the user profile you create by registering as a User on the Site in accordance with these User Terms
“Chalkboard Content” means Content that Chalkboard makes available through the Site or Services, including any Content licensed from a third party, but excluding User Content.
“Collective Content” means, collectively, Chalkboard Content and User Content.
“Content” means all text, graphics, images, software, audio, video, information or other files or materials.
“Tutor” means a tutoring or educational services provider accessible to Users via the Services.
“Tutorial Fee” means the amount deducted from a User’s Monthly Credit on a proportionate basis in accordance with the length of a Tutor Session.
“Tutor Services” mean any tutoring or educational services that a tutor may provide to a User that is related to a User’s Account or the Services.
“Tutorial Session” means the period of time during which Tutor Services are provided by a Tutor to a User calculated on an hour basis.
“User” means you, a person who seeks and/or schedules Tutor Services for or on behalf of a student or yourself and includes a parent or guardian of a student if such student is a minor.
“User Content” means Content that a tutor or User posts, uploads, publishes, submits or transmits to be made available through the Site or Services in connection with the Tutor Services or otherwise, including, but not limited to, Questions and related answers and other learning materials posted by Users and/or Tutors via the Services.
As a User, your use of the Services is governed by the terms and conditions set forth herein together with Chalkboard’s applicable policies. THE SITE AND SERVICES COMPRISE AN ONLINE MARKETPLACE WHICH FACILITATES THE CONNECTION BETWEEN USERS AND TUTORS FEATURED ON THE SITE AND VIA THE SERVICES. CHALKBOARD CHARGES A FEE BASED ON A PERCENTAGE OF THE FEES EARNED BY A TUTOR WHEN HE OR SHE PROVIDES TUTOR SERVICES TO A USER(S). YOU UNDERSTAND AND AGREE THAT CHALKBOARD IS NEITHER A PARTY TO ANY AGREEMENT ENTERED INTO BETWEEN A USER AND A TUTOR NOR DOES CHALKBOARD HAVE ANY CONTROL OVER THE TUTOR SERVICES OR THE CONDUCT OF TUTORS AND OTHER USERS OF THE SITE AND SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD. ANY MEETINGS (VIRTUAL OR OTHERWISE) BETWEEN USERS, TUTORS OR ANY OTHER THIRD PARTIES AND ANY PURCHASES OF TUTOR SERVICES PROVIDED BY TUTORS ARE DONE AT THE PARTIES’ SOLE RISK.
1. Eligibility; Acceptance of Terms
The Services made available through the Site are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. By creating an Account, you represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Chalkboard may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions. Users under the age of 18 must at all times use the Services only in conjunction with and under the supervision of a teacher, parent or legal guardian who is at least 18 years of age. In all such cases, such teacher, parent or guardian is the User, and is responsible for any and all Chalkboard Account activities.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES, OR YOUR CHALKBOARD ACCOUNT, OR BY POSTING ANY CONTENT ON THE SITE OR THROUGH THE SERVICES IN CONNECTION WITH YOUR TUTOR SERVICES OR OTHERWISE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY, THESE USER TERMS & CONDITIONS. IF YOU DO NOT AGREE TO THESE USER TERMS & CONDITIONS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE OR SERVICES. If you accept or agree to these User Terms & Conditions on behalf of a corporation or other legal entity, you represent and warrant that you have the authority to bind that corporation or other legal entity to these User Terms & Conditions and, in such event, “you” and “your” will refer and apply to that corporation or other legal entity.
2. Site and Service Operation
You acknowledge and agree that:
a. that the Site and Services are intended only to facilitate the provision of Tutor Services via our online platform and its video and text chat and document collaboration interface;
b. Chalkboard’s role is solely to facilitate the availability of the Site and Services to Tutors and Users through the marketplace created by the Site and Services; and
c. Chalkboard is not a contracting agent or representative of any Tutor. Tutors are independent contractors and are not employees or agents of Chalkboard.
3. Account Registration and Usage
a. You can register to join the Service as a User by logging into your Account using certain third-party social networking sites (“SNS”) (including, but not limited to Facebook) via our Site. When you register by logging into an SNS via our Site, we will obtain the Personal Information you have provided to that SNS (including, but not limited to your “real” name, profile picture, email address, list of SNS friends and any other information that you make available via the applicable SNS) from the account you have with such SNS and use that information to create your account and you will become a User; the information we obtain may depend on the information you provide to the applicable SNS and/or the privacy settings you have set or applied with the applicable SNS.
b. When you register with Chalkboard and set up your Account, you: (i) agree to provide Chalkboard with accurate and complete information; (ii) agree to promptly update your Account information with any new information that may affect the operation of your Account; and (iii) authorize Chalkboard, directly or through third parties, to make any inquiries we consider necessary or appropriate to verify your Account information or the information you provide to us related to any transactions you initiate via the Site and Services. You will not use false identities or impersonate any other person or use a username or password that you are not authorized to use.
c. You are responsible for safeguarding and maintaining the confidentiality of your username, password and corresponding Account information. You agree not to disclose your password to any third party and that you are entirely and solely responsible for any and all activities or actions that occur pursuant to the use of your Account, whether or not you have authorized such activities or actions. You will immediately notify Chalkboard of any unauthorized use of your username, password or Account.
d. You agree that you will not permit, enable, introduce or facilitate persons who do not have an Account to have access to the features of the Site and Services only made available to registered Users.
4. Payment for Tutor Services
Payment is required prior to booking a Tutorial Session. The minimum and subsequent charge for any Tutorial Session is equivalent to a one-hour basis. Purchases are not eligible for refund.
The payment of Tutorial Fees is subject to our Penalties policy (see Tutor Terms & Conditions).
5. Privacy
You acknowledge and agree that you have reviewed, acknowledge and agree to the Privacy Policy, which governs Chalkboard’s collection and use of your “personal information” as defined in the Privacy Policy and/or Data Privacy Act of 2012.
6. Interactions with Users and Provision of Tutor Services
As a User you acknowledge and agree to the following:
a. Chalkboard acts as a technology service that facilitates the provision of Tutor Services by Tutors to Users through an online marketplace. Chalkboard does not make editorial or managerial decisions concerning, or otherwise exercise control or supervision over, a Tutor’s Tutor Services, and Chalkboard will not be held responsible for any Tutor’s failure to comply with applicable laws or regulations. Without limiting the terms of the “Limitation of Liability” section below, Chalkboard is not responsible for the use or exchange of any information, files or goods between Tutors and Users. Further, Chalkboard does not control, nor is it responsible for, the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by Tutors or Users, including, without limitation, the Tutor Services provided or other information made available through the Site and Services.
b. Users are solely responsible for their interactions with Tutors. The User understands that while Chalkboard professionally screens all Tutors for the purposes of confirming identification, one (1) academic credential, teaching licensure (the “Screening”) and endeavors to provide Users with a reliable, safe and secure online environment, Chalkboard cannot guarantee the accuracy of the Screening and the use of the Site by Users and the receipt of Tutor Services is at the risk and discretion of each User and the User agrees to take reasonable precautions in all interactions with Tutors by way of the exercise of caution, discretion, common sense and judgment in, using the Site or receiving Tutor Services and disclosing information, including any personal information to Tutors, the provision of which is not required by the Site or the Tutor Services.
c. Chalkboard reserves the right to contact Users, in compliance with applicable law, in order to evaluate compliance with Chalkboard’s rules and policies and these User Terms & Conditions. If you believe that a Tutor or another User has violated the law or is defrauding, threatening or otherwise endangering anyone, Chalkboard urges you to immediately contact the police directly for assistance.
d. You will comply with all applicable local, provincial, national and foreign laws, treatises and regulations in connection with your use of the Site and Services.
e. You are solely responsible for all equipment necessary to access and use the Site and Services and to receive Tutor Services.
f. You will not use the Site or Services in any manner that harasses a Tutor or another User or could otherwise interfere with any other party’s use or enjoyment of the Site, Services or Tutor Services. You will respect the privacy of other Users and will not use the Site, Services or Tutor Services for unwelcome, rude or abusive communications or in any other disrespectful or detrimental manner, as determined by Chalkboard in its sole discretion.
g. You will neither use the Site nor the Services to invite a Tutor to meet in person nor may you receive Tutor Services from a Tutor outside of the Site or Services.
7. No Endorsement
Chalkboard does not endorse any Tutor and you are responsible for determining and confirming the identity and suitability of the Tutors with whom you interact as a result of your use, or use by any third party, of the Site and Services. Chalkboard is not your agent or the agent of any Tutor and will not be responsible for any damages or harm which results from your interactions, or those of anyone else, with Tutors or other Users. By using the Site or Services, you, and any third party that may use the Site and Services under your Account, agree as follows: (i) any legal remedy or liability that you or such third party seek to obtain for the actions or omissions of a Tutor, User or other third party will be limited to a claim against such Tutor, User or third party who caused you, or such third party, harm; and (ii) you will not attempt to impose liability on, or seek any legal remedy from Chalkboard with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with others you may come into contact with as a result of your use of the Site and Services.
8. Ownership
The Site, Services and Collective Content are protected by copyright, trademark, and other laws of Philippines and foreign countries. You acknowledge and agree that the Site, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Chalkboard and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or Collective Content.
9. Chalkboard Licenses
Subject to your compliance with the terms and conditions of these User Terms & Conditions, Chalkboard grants you a limited, non-exclusive, non-transferable license: (i) to view, download and print any Chalkboard Content solely for your personal and non-commercial purposes; and (ii) to access, modify, edit and download any User Content to which you are permitted access solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services or Collective Content, except as expressly permitted in these User Terms & Conditions. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Chalkboard or its licensors, except for the licenses and rights expressly granted in these User Terms & Conditions.
10. License Granted by User
By making any User Content available on or through the Site or Services, you hereby grant the following license to Chalkboard, which Chalkboard may exercise solely in connection with the Services, including its promotion of the Services, directly or directly: a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense to other users of the Services (including Users), to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content. Chalkboard does not claim any ownership rights in any User Content and nothing in these User Terms & Conditions will be deemed to restrict any rights that you may have to use and exploit any User Content.
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to Chalkboard and to the rights in such User Content, as contemplated under these User Terms & Conditions; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Chalkboard’s use of the User Content (or any portion thereof) on, through or by means of the Site or Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
11. Third Party Services
You understand and agree that receiving Tutor Services may require use of a third party website or service (each a “Third Party Service”). Your use of any Third-Party Service is voluntary. You shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software you may decide to use to receive any Tutor Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to use of any Third-Party Service. Chalkboard will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such Third- Party Service.
12. Feedback
If you decide to provide feedback, comments and suggestions for improvements to the Site or Services (“Feedback”), you may do so by emailing us at support@chalkboard.com.ph . You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
13. General Prohibitions
If you decide to provide feedback, comments and suggestions for improvements to the Site or Services (“Feedback”), you may do so by emailing us at support@chalkboard.com.ph . You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
You agree not to:
a. Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s copyright, trademark, patent, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
b. Use, display, mirror or frame the Site, or any individual element within the Site or Services, Chalkboard’s name, any Chalkboard trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Chalkboard’s express written consent;
c. Access, tamper with, or use non-public areas of the Site, Chalkboard’s computer systems, or the technical delivery systems of Chalkboard’s providers;
d. Attempt to probe, scan, or test the vulnerability of any Chalkboard system or network or breach any security or authentication measures;
e. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Chalkboard or any of Chalkboard’s providers or any other third party (including another user) to protect the Site, Services or Collective Content;
f. Attempt to access or search the Site, Services or Collective Content or download Collective Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Chalkboard or other generally available third party web browsers;
g. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; h. Use any meta tags or other hidden text or metadata utilizing a Chalkboard trademark, logo URL or product name without Chalkboard’s express written consent;
h. Use the Site, Services or Collective Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these User Terms & Conditions;
i. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Collective Content to send altered, deceptive or false source-identifying information;
j. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Collective Content;
k. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site or Services;
l. Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;
m. Impersonate or misrepresent your affiliation with any person or entity;
n. Violate any applicable law or regulation; or
o. Encourage or enable any other individual to do any of the foregoing.
Chalkboard will have the right to investigate and prosecute violations of any of the above to the fullest extent permitted by applicable law. Chalkboard may involve and cooperate with law enforcement authorities in prosecuting Users who violate these User Terms & Conditions. You acknowledge that Chalkboard has no obligation to monitor your access to or use of the Site, Services or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these User Terms & Conditions, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Chalkboard reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Chalkboard, at its sole discretion, considers to be in violation of these User Terms & Conditions or otherwise harmful to the Site or Services.
14. Links
The Site or Services may contain links to third-party websites or resources. You acknowledge and agree that Chalkboard is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Chalkboard of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources.
15. Modification
Chalkboard reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these User Terms & Conditions, at any time and without prior notice. If we modify these User Terms & Conditions, we will post the modification on the Site or provide you with notice of the modification. By continuing to access or use the Site or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified User Terms & Conditions. If the modified User Terms & Conditions are not acceptable to you, your only recourse is to cease using the Site and Services.
16. Termination and Account Cancellation
If you breach any of these User Terms & Conditions, Chalkboard will have the right to suspend or disable your Account or terminate these User Terms & Conditions, at its sole discretion and without prior notice to you. Chalkboard reserves the right to revoke your access to and use of the Site, Services and Collective Content at any time, with or without cause. In the event Chalkboard terminates these User Terms & Conditions for your breach you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending an email to support@chalkboard.com.ph.
17. Indemnity
You agree to defend, indemnify, and hold Chalkboard, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your violation of these User Terms & Conditions, your access to or use of the Site, Services or Collective Content, your receipt of any Tutor Services, and any claim made by a third party as a result of your use of the Site or Services or your provision of any Tutor Services, including any claim alleging your infringement upon the copyrights, trademarks, trade secrets, patents or other intellectual property rights of such third party or in respect of your liability for Taxes, as outlined above under “Taxes”.
18. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER CHALKBOARD NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS & CONDITIONS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH TUTORS, USERS OR OTHER USERS OF THE SITE OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CHALKBOARD HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL CHALKBOARD’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS & CONDITIONS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT EXCEED THE AMOUNT OF ALL AMOUNTS YOU HAVE PAID IN CONNECTION WITH YOUR RECEIPT OF TUTOR SERVICES VIA THE SITE AND SERVICES DURING THE IMMEDIATELY PRECEDING 12-MONTH PERIOD, OR TEN THOUSAND PESOS (PHP10,000.00) (WHICHEVER IS LESS). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CHALKBOARD AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
THE PARTIES ALSO AGREED THAT CHALKBOARD SHALL NOT, IN WHATEVER MANNER, BE HELD LIABLE FOR ANY AND ALL KINDS OF ACTS OR OMISSIONS BY, USER AND/OR ANYONE WHO HAS ACCESS TO CHALKBOARD’S ONLINE PLATFORM THAT CAUSES ANY FORM OF DAMAGE OR LIABILITY TO ANY PERSON. IT IS FURTHER AGREED THAT ANY DAMAGE, LIABILITY OR CLAIM IN RELATION TO THE SAID ACTS/OMISSIONS SHALL BE THE SOLE RESPONSIBILITY OF THE PERSON/S WHO CAUSES THE SAME. THE RESPONSIBLE PERSON/S ALSO UNDERTAKES TO COMPENSATE CHALKBOARD FOR ANY DAMAGE OR LOSS THAT IT MAY SUSTAIN AS A RESULT OF THE SAME ACTS/OMISSIONS.
19. Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of Chalkboard used herein are trademarks or registered trademarks of Chalkboard. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
20. Controlling Law and Jurisdiction
These User Terms & Conditions and any action related thereto will be governed by the laws of the Republic of the Philippines, without regard to conflicts of law provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be in accordance with Philippine Law. Venue of arbitration shall be in Subic Bay Freeport Zone to the exclusion of other venues.
21. Disclaimers
THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTY OF ANY KIND. CHALKBOARD AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE AND SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, QUALITY OF INFORMATION, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OF BACKED-UP DATA AND PERFORMANCE OF THE SITE AND SERVICES. CHALKBOARD DOES NOT WARRANT THAT THE SITE AND SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE AND SERVICES WILL BE CORRECTED IN A TIMELY MANNER OR AT ALL, OR THAT ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE.
YOU ACKNOWLEDGE AND AGREE THAT: (A) CHALKBOARD DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (I) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA OR SOFTWARE, OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS, OR NETWORKS; (B) CHALKBOARD WILL NOT BE RESPONSIBLE FOR ANY OF THE FOREGOING ACTIVITIES; (C) YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS; AND (D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CHALKBOARD OR THROUGH THE SITE, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH TUTORS AND OTHER USERS OF THE SITE AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERACTION WITH TUTORS OR USERS VIA THE SERVICES OR OTHERWISE. YOU UNDERSTAND THAT CHALKBOARD DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF TUTORS AND OTHER USERS OF THE SITE OR SERVICES. CHALKBOARD MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF TUTORS OR OTHER USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH TUTORS AND OTHER USERS OF THE SITE AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES.
22. Entire Agreement
These User Terms & Conditions constitute the entire and exclusive understanding and agreement between Chalkboard and you regarding the Site, Services and
Collective Content, and these User Terms & Conditions supersede and replace any and all prior oral or written understandings or agreements between Chalkboard and you regarding the Site, Services and Collective Content.
23. Assignment
You may not assign or transfer these User Terms & Conditions, by operation of law or otherwise, without Chalkboard’s prior written consent, which consent may be delayed or withheld by Chalkboard in its sole discretion. Any attempt by you to assign or transfer these User Terms & Conditions, without such consent, will be null and of no effect. Chalkboard may assign or transfer these User Terms & Conditions, in its sole discretion, without restriction. Subject to the foregoing, these User Terms & Conditions will bind and inure to the benefit of the parties, their successors and permitted assigns.
24. Notices
Any notices or other communications permitted or required hereunder, including those regarding modifications to these User Terms & Conditions, will be in writing and given: (i) by Chalkboard via email (in each case to the e-mail address that you provide to us in establishing an Account, as you may amend from time to time); or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
25. Dispute Resolution
You and Chalkboard agree that any dispute, claim or controversy between you and Chalkboard, or otherwise arising out of or relating to these User Terms & Conditions or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site or Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Chalkboard are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Chalkboard otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. Notwithstanding the “General” section, below, if this specific “Dispute Resolution” section is held to be unenforceable, then the entirety of this section will be deemed void, but without affecting the validity of the remainder of these User Terms & Conditions, which will remain in full force and effect. Except as provided in the preceding sentence, this section will survive any termination of these User Terms & Conditions. Any such arbitration contemplated by this section will be administered in accordance with the Republic Act 9285 otherwise known as the Alternative Dispute Resolution Act of 2004 (Alternative Dispute Resolution Act of 2004). The place of such arbitration shall be in Subic Bay Freeport Zone to the exclusion of other venues. The language of the arbitration will be English.
26. Changes
Notwithstanding the provisions of the “Modification” section above, if Chalkboard changes this “Dispute Resolution” section after the date you first accepted these User Terms & Conditions (or accepted any subsequent changes to these User Terms & Conditions), you may reject any such change by sending us written notice (including by email to support@chalkboard.com.ph) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Chalkboard’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Chalkboard in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these User Terms & Conditions (or accepted any subsequent changes to these User Terms & Conditions).
27. General
The failure of Chalkboard to enforce any right or provision of these User Terms & Conditions will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Chalkboard. Except as expressly set forth in these User Terms & Conditions, the exercise by either party of any of its remedies under these User Terms & Conditions will be without prejudice to its other remedies under these User Terms & Conditions or otherwise. If for any reason a court of competent jurisdiction finds any provision of these User Terms & Conditions invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these User Terms & Conditions will remain in full force and effect.
As User, I have read, understand, and agree to abide by the foregoing terms and conditions of the Chalkboard including any subsequent amendment or revision thereof. Should I commit any violation, I understand and agree that my access shall be revoked, and Chalkboard may file appropriate action.