The following are the terms of service (“Terms of Service”) that define the relationship between Transparent Classroom Inc. ( “Transparent Classroom”, “we”, “our,” or “us”) and you (either as an individual or, if purchased or otherwise acquired by or for an entity, such entity), and govern your use of Transparent Classroom’s Services (as defined below).
Last updated: February 1, 2023
The Service offered by Transparent Classroom is provided on a subscription basis and offers a way for schools and districts to do record keeping, communicate with parents, and manage administrative tasks.
Transparent Classroom reserves the right to modify the content, organization or structure of the Service, and may change, suspend, or discontinue any aspect of the Service at any time either at no cost or subject to additional fees, in Transparent Classroom’s sole discretion. Transparent Classroom shall have complete discretion over the features, functions, and other terms and conditions on which the Service is offered. Notwithstanding anything else contained in this Agreement, Transparent Classroom will have no obligation to continue making the Service available or to produce or release new versions of the Service or any updates thereto, or to continue offering any portion of the Service at a certain price or free of charge. In the event of Transparent Classroom discontinuing the Service, a good faith effort will be made to notify all users at least three (3) months in advance, and to export any data requested by them.
Login Information. During the Account creation process, you will be required to select a username and password (“Login Information”). The following rules govern the security of your Account, Account Information, and Login Information, and you agree:
Account Access. You may access your Account and use the Services on different devices and you may be logged into your Account on multiple devices at a time, however, certain functionality of the Service may not be available simultaneously on multiple devices.
Reclaiming Usernames. Transparent Classroom reserves the right to remove or reclaim any username at any time and for any reason or no reason, including but not limited to claims by a third party that a username violates the third party’s rights.
Responsibility for Account and Login Information. You agree to hold harmless and indemnify Transparent Classroom, and its employees, agents and representatives, from and against any claim arising from or in any way related to unauthorized access to your Account or inaccuracies, misrepresentations, or misuse or disclosure of your Account Information and Login Information, including any liability or expense arising from all claims, losses, injuries, harms, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. You agree that, to the fullest extent permitted under applicable law, Transparent Classroom shall have no liability for any unauthorized access caused to your Account, Account Information, or Login Information.
You own all right, title and interest in and to all materials, works, data, student records, statements, and other visual, graphical, video, written or audible communications of any nature submitted by you as part of the Service or otherwise used through your account (“User Content”). You acknowledge that Transparent Classroom may use, analyze and manipulate User Data, metadata, and data generated or collected through your use of the Service, to create aggregated or anonymized statistics or data that do not identify you or any individual or entity (including schools, classrooms, or districts) (collectively “De-Identified Data”). As between you and Transparent Classroom, all right, title, and interest in De-Identified Data, and all intellectual property rights therein, belong to and are retained solely by Transparent Classroom. You acknowledge that Transparent Classroom may compile De-Identified Data based on User Content input into the Service. You agree that Transparent Classroom may (i) make De-Identified Data publicly available in compliance with applicable law, and (ii) use De-Identified Data to the extent and in the manner permitted under applicable law.
You hereby grant Transparent Classroom the right to transmit, use and disclose the User Content to provide the Service to you or any user, for improving or developing the Services, or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required by law, or to respond to an emergency which Transparent Classroom believes in good faith requires Transparent Classroom to disclose information to assist in preventing the death or serious bodily injury of any person.
Transparent Classroom may, during and after the term of the Agreement, use and disclose De-Identified Data in any manner in its discretion. Transparent Classroom will not use any User Content to advertise or market to students or their parents. Transparent Classroom may direct and target advertising or marketing to schools or districts based on De-Identified Data alone.
You represent and warrant that you possess sufficient rights in and to the User Content and, and that you have obtained all required consents from students, teachers, schools, users and data/content owners, as may be necessary, to permit the use of the Service as contemplated under this Agreement. In the event you purchase the Services or requests that Transparent Classroom collect personally identifiable information from students, teachers, schools, users or other data owners, in connection with the Services you shall provide all required notices and obtain all necessary consents for Transparent Classroom to collect, process, disclose, share, transfer, or otherwise use such personally identifiable information or other data in connection with the Service as provided under this Agreement and that you have complied and will comply with all applicable data privacy and data security laws, Including but not limited to the Family Educational Rights and Privacy Act (FERPA), the Protection of Pupil Rights Amendment (PPRA), and all other applicable laws, rules and regulations.
User Content held by Transparent Classroom will be made available to the appropriate school or district upon written request to Transparent Classroom by such school or district.
You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (a) use the service to harass other users; (b) prevent others from using the Service; (c) copy, modify, or create derivative works of the Service; (d) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service; (e) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; (f) remove any proprietary notices from the Service, or (g) use the Service for any fraudulent or inappropriate purpose, including; (i) use the Service to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; (ii) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (iii) in any manner that is likely to damage, disable, overburden, or impair the Service or interfere in any way with the use or enjoyment of the Service by others; (iv) to introduce any malware or other malicious activity in your use of the Service; (v) in violation of any U.S. denied party list, embargoed country restriction, export law or regulation; or (vi) in any way that constitutes or encourages conduct that could constitute a criminal offense.
Any violation of the above may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. Transparent Classroom reserves the right, but shall have no obligation, to investigate your use of the Service to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request. You agree that you are solely responsible for the nature and content of all materials, works, data, statements, and other visual, graphical, video, written or audible communications of any nature submitted by you or otherwise used through your account.
In addition to any remedies that may be provided under this Agreement, Transparent Classroom may terminate this Agreement with immediate effect upon written notice to you, if you: (a) fail to pay any amount when due under this Agreement and such failure continues for fifteen (15) days after your receipt of written notice of nonpayment, which may be provided by email; (b) have not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (c) become insolvent, file a petition for bankruptcy or commence or have commenced against you proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. In appropriate circumstances and at Transparent Classroom’s discretion, Transparent Classroom may terminate your account if you become a repeat copyright infringer.
If you believe in good faith that any content made available in connection with the Service infringes your copyright, you (or your agent) may send us a notice requesting that the content be removed, or access to it blocked. Notices and counter notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.copyright.gov for details).
Currently, an effective notice must contain the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works at that site; (iii) identification of the claimed infringing material or subject of infringing activity that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your address, telephone number, and, if available, your email address; (v) a statement that you have a good faith belief that use of the copyrighted material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notices and counter notices with respect to the Service should be sent to Transparent Classroom, 5470 Shilshole Ave NW, Seattle, WA, 98107, or via email at firstname.lastname@example.org.
You represent and warrant that (a) all of the information provided by you to participate in the Services is correct and current; (b) all of the information provided by you about debts and credits between you and other members of the Service is correct and current; (c) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.
THE SERVICE IS PROVIDED “AS IS” WITH NO WARRANTY OF ANY KIND AND YOU USE THE SERVICE AT YOUR OWN RISK. TRANSPARENT CLASSROOM EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES WILL TRANSPARENT CLASSROOM BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SERVICE WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL TRANSPARENT CLASSROOM BE LIABLE TO YOU FOR ANY AMOUNT FOR SERVICES RENDERED PURSUANT TO THIS AGREEMENT. TRANSPARENT CLASSROOM DOES NOT REPRESENT THAT THE SERVICE IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.
IN NO EVENT WILL TRANSPARENT CLASSROOM’S LIABILITY EXCEED THE AMOUNTS PAID FOR SUCH SERVICE. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU DURING THE SIX MONTHS PRECEDING THE BRINGING OF ANY CLAIM, OR FIVE HUNDRED DOLLARS ($500.00), WHICHEVER IS LESS.
THE FOREGOING LIMITATIONS WILL NOT APPLY TO THE EXTENT APPLICABLE STATE LAW PROHIBITS THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
You shall defend, indemnify and hold harmless Transparent Classroom, its affiliates, subsidiaries, and their respective partners, directors, officers, employees, agents and assigns, from and against any and all claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees), arising from or in connection with: (i) User Content, or any use of User Content in accordance with this Agreement, (ii) User Content’s actual or alleged infringement or misappropriation of a third party’s intellectual property rights, (iii) your or your user’s negligence or willful misconduct; (iv) your or your user’s use of the Service in a manner not authorized by this Agreement; (v) your or your user’s violation of any law, rule or regulation; (vi) your or your user’s violation of any privacy, publicity or other personal right of any individual or entity; (vii) your or your user’s breach of any data privacy or data security law rule or regulation; (viii) your or your user’s breach of privacy and security due to unauthorized access and/or resulting in loss of data; (ix) your or your user’s breach of confidentiality; (x) bodily injury or death of any person or damage or destruction to real and/or tangible personal property incurred during or as a result of your or your user’s use the Service described in or otherwise resulting from this Agreement.
Transparent Classroom will provide you with notice of the claim within a reasonable period of time after learning of the claim; and reasonably cooperate in response to your requests for assistance. You may not settle or compromise any indemnified claim without Transparent Classroom’s prior written consent.
When you use the Service or send emails to Transparent Classroom, you are communicating with Transparent Classroom electronically. You consent to receive communications from Transparent Classroom electronically. Transparent Classroom will communicate with you by email or by posting notices on the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Transparent Classroom reserves the right to add, delete, and/or modify any of the terms and conditions contained in this Agreement at any time and in its sole discretion by posting a change notice on the Service. In the event of any material change to the Agreement, in Transparent Classroom’s sole discretion, you may be notified by email of such change. If any change is unacceptable to you, you should immediately cease use of the Service. Your continued use of the Service following a notice of a change in the Agreement via the Service will constitute your binding acceptance of the changes.
No waiver by Transparent Classroom of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Transparent Classroom. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
You shall not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of Transparent Classroom. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under this Agreement.
IF YOU DO NOT WISH TO BE BOUND BY THE CLASS ACTION WAIVER OR INDIVIDUAL ARBITRATION PROVISIONS IN THIS SECTION, YOU MUST NOTIFY TRANSPARENT CLASSROOM IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT UNLESS A LONGER PERIOD IS REQUIRED BY LAW. YOUR WRITTEN NOTIFICATION MUST BE SENT VIA MAIL OR ELECTRONIC MAIL USING THE INFORMATION PROVIDED IN BELOW, AND MUST INCLUDE YOUR NAME, YOUR ADDRESS, YOUR TRANSPARENT CLASSROOM USERNAME, IF YOU HAVE ONE, AND A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH TRANSPARENT CLASSROOM THROUGH INDIVIDUAL ARBITRATION.
Notwithstanding the foregoing, either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party’s rights or property pending the completion of arbitration. By using the Service, you consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington, U.S.A.
Transparent Classroom controls and operates this Service from its offices in Seattle, Washington, United States of America and makes no representation that these materials are appropriate or available for use in other locations. If you use this Service from other locations you are responsible for compliance with applicable local laws. If any portion of these terms is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law to the greatest extent possible and the remainder of the provisions shall remain in full force and effect. Headings are for reference purposes only and do not limit the scope or extent of such section.
If you have any comments or questions, you may address them to Transparent Classroom, 5470 Shilshole Ave NW, Seattle, WA, 98107, or by email at email@example.com.