These Terms of Service (“Terms”) govern your access to and use of the services, including our various websites, APIs, email notifications, applications, buttons, and widgets, (the “Services” or “TeachFX”), and any information, audio or video data, text, graphics, or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”). Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms.
1. Basic Terms
You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof.
You may use the Services only if you can form a binding contract with TeachFX and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
The Services that TeachFX provides are always evolving and the form and nature of the Services that TeachFX provides may change from time to time without prior notice to you. In addition, TeachFX may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use “strong” passwords (long passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. TeachFX cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
4. Content on the Services
All Content, whether shared or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted, created, or stored via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted or created via the Services or obtained by you through the Services is at your own risk.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. Under no circumstances will TeachFX be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, created, emailed, transmitted or otherwise made available via the Services or elsewhere.
5. Your Rights
You retain your rights to any Content you submit, create, post, or display on or through the Services. By submitting, creating, posting, or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, transmit, display such Content for your benefit through our Services.
You agree that this license includes the right for TeachFX to provide, promote, and improve the Services and to make aggregated and anonymized data about Content submitted to or through the Services available to other companies, organizations, or individuals who partner with TeachFX, subject to our terms and conditions for such Content use.
Such additional uses by TeachFX, or other companies, organizations or individuals who partner with TeachFX, may be made with no compensation paid to you with respect to the Content that you submit, create, post, transmit or otherwise make available through the Services.
You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users. TeachFX will not be responsible or liable for any use of your Content by TeachFX in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.
6. Your License To Use the Services
TeachFX gives you a worldwide, non-assignable and non-exclusive license to use the software that is provided to you by TeachFX as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by TeachFX, in the manner permitted by these Terms.
7. TeachFX Rights
All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of TeachFX. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the TeachFX name or any of the TeachFX trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding TeachFX or the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.
8. Restrictions on Content and Use of the Services
We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability to you. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property, or safety of TeachFX, its users, and the public.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, TeachFX’s computer systems, or the technical delivery systems of TeachFX’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by TeachFX (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with TeachFX; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
9. Copyright Policy
Please note that since we respect authors’ and content holders’ rights, it is TeachFX’s policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (the ‘DMCA’).
10. Ending These Terms
The Terms will continue to apply until terminated by either you or TeachFX as follows.
You may end your legal agreement with TeachFX at any time for any reason by contacting firstname.lastname@example.org to cancel your accounts and discontinuing your use of the Services. You do not need to specifically inform TeachFX when you stop using the Services. If you stop using the Services without requesting account deactivation, your accounts may be deactivated due to prolonged inactivity.
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account.
In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: 4, 5, 7, 8, 10, 11, and 12.
Nothing in this section shall affect TeachFX’s rights to change, limit or stop the provision of the Services without prior notice, as provided above in section 1.
11. Disclaimers and Limitations of Liability
Please read this section carefully since it limits the liability of TeachFX and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “TeachFX Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
A. The Services are Available “AS-IS”
Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE TEACHFX ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The TeachFX Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security, or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the TeachFX Entities or through the Services, will create any warranty not expressly made herein.
The Services may contain links to third-party websites or resources. You acknowledge and agree that the TeachFX Entities are 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 the TeachFX Entities 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.
C. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TEACHFX ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE TEACHFX ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID TEACHFX, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE TEACHFX ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12. General Terms
A. Waiver and Severability
The failure of TeachFX to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
B. Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings, or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Alameda County, California, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction, or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California (excluding choice of law).
C. Entire Agreement
We may revise these Terms from time to time, the most current version will always be at teachfx.com/terms-of-service. If the revision, in our sole discretion, is material we will notify you via email to the address associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
These Services are operated and provided by TeachFX, Inc., 140 Churchill Avenue, Palo Alto, CA 94301. If you have any questions about these Terms, please contact us.
Effective: October 19, 2017