GOALBOOK TERMS OF USE

These Terms of Use were last revised on June 9, 2017.

Welcome, and thank you for your interest in Goalbook, the web-based platform made available to you by Enome, Inc. (“we” or “us”). Goalbook is a professional learning platform of instructional resources for planning rigorous instruction for all students (“Pathways”) and a toolkit for planning specialized instruction (“Toolkit”), and content (“Content”), together, which comprise the Goalbook Platform (“Platform”).

These Terms of Use govern the use of Goalbook by organizational users and individual users.

These Terms of Use are a legally binding contract between you and Enome regarding your use of the Goalbook website, Pathways, Toolkit, Content, and other features or services (collectively, the “Services”).

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. BY CLICKING “I ACCEPT,” REGISTERING FOR AN ACCOUNT, DOWNLOADING OR USING THE SERVICES, YOU AGREE TO THESE TERMS OF USE, INCLUDING THE GOALBOOK PRIVACY POLICY, ANY APPLICABLE END USER LICENSE AGREEMENT, AND ANY ADDITIONAL TERMS OR FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). If you use the Services on behalf of the Contracting Organization (as defined below), then your agreement binds such organization and you represent that you have the authority to so bind. If you do not agree to the Terms, then please do not use the Services.

To use the Services, you must be, and hereby represent that you are, an individual 13 years or older who can form legally binding contracts. Any use of the Services by anyone under the age of 13 is strictly prohibited. If you have previously been suspended from the Services, or if we have previously suspended or deactivated your User Account as defined below, you are prohibited from use of the Services.

PRIVACY POLICY, END USER LICENSE AGREEMENT, & ADDITIONAL TERMS

Your privacy is important to us. The Goalbook Privacy Policy is hereby incorporated into the Terms by reference. Please read the Goalbook Privacy Policy carefully for information relating to our collection, use, and disclosure of your personal information. The Goalbook Privacy Policy includes information related to our compliance with the Children’s Online Privacy Protection Act (COPPA).

Your use of the Services through a mobile application is subject to an End User License Agreement. The applicable End User License Agreement depends on your mobile device. The End User License Agreement will be presented to you when you download the mobile application and will be accessible through the mobile application. The End User License Agreement is hereby incorporated into the Terms by reference.

Your use of the Services is subject to any additional terms, rules, or guidelines which we may post from time to time (the “Additional Terms”). All such Additional Terms are hereby incorporated by reference into the Terms.

ELIGIBILITY

By agreeing to the Terms, you represent and warrant to us that: (i) you have not previously been suspended or removed from the Services; (ii) you are not under 13 years old; and (iii) your registration and your use of the Services is not prohibited by law.

MODIFICATION OF THE TERMS

We reserve the right, at our discretion, to change the Terms at any time. Please check the Terms periodically for changes. Your continued use of the Services after the posting of changes constitutes your binding acceptance of such changes. Any material changes to the Terms will be effective thirty (30) days after they are initially posted on the Services.

REGISTRATION

To access most features of the Services you must register for an account. When you register for an account, you will be required to provide us with some information about yourself (such as your title, e-mail address, phone number, and other contact information, and in the case of registering for certain Services such as Toolkit, your credit card information). You agree that the information you provide to us is accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure for any reason (for example, in the event of a loss, theft, or unauthorized disclosure or use of your password), you agree to immediately notify us at support@goalbookapp.com.

Organizations such as schools may purchase or otherwise obtain organizational-level access to Goalbook. The employees and other representatives of such an organization may be granted authority by such organization to create accounts on the Platform in accordance with the restrictions below. By registering for a user account, you represent and warrant that you have authority from your organization to use the Services and agree to these Terms. Additionally, you agree that you are solely responsible for any disclosures of information that you make while using the Services. You represent and warrant that your disclosure and use of personal information of students is permitted by a parent or guardian of such student, made in compliance with applicable school and school districts policies, and complies with all applicable laws related to student privacy.

GOALBOOK PLATFORM

Authorization to Invite Users. Only those representatives of organizations that have been granted authority by us may invite users to the Goalbook Platform. In compliance with our Privacy Policy, we will not grant an organization authority to invite users to the Goalbook Platform unless: (i) we have contracted with the organization (the “Contracting Organization”) to provide the Goalbook Platform for the use and benefit of the Contracting Organization, and for no other purpose, and (ii) the Contracting Organization, with full notice of our collection, use, and disclosure practices as described in our Privacy Policy, has authorized us to collect personally identifiable information through the Goalbook Platform. In some circumstances we may decline to grant access to the Goalbook Platform even when the above conditions have been met. For example, a Contracting Organization may request that only a select group of its representatives (such as school principals) be given authority to invite users to the Goalbook Platform. If you are a Contracting Organization, you represent and warrant that you have obtained all necessary consents and complied with all laws to invite users and to permit users access to personally identifiable information of the students.

FEES, TRIAL USAGE & PAYMENT

Fees. Some Services require the payment of fees to us. You may get access to the Platform because an organization has paid fees for your access.  If so, you acknowledge that such access is limited to the paid-for period of access.

Free Trial. Your access to and use of any paid Services, including but not limited to Pathways and Toolkit, may start with a fourteen (14) day free trial (“Free Trial”). You are only entitled to a Free Trial the first time you try a Service. At the end of your Free Trial your organization will be required to pay for the Service or discontinue use.

USER CONTENT

User Content Generally. Certain features of the Services permit you to post content, including images, audio, video, text, feedback, and other types of works (collectively called, “User Content”) and to share or publish User Content on the Services. You may post User Content in a variety of circumstances, such as when you create a profile during your registration for the Services or otherwise upload or share information on the Services.

Limited License Grant to Enome. By posting User Content, you grant us a worldwide, non-exclusive, transferable, sublicensable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, modify, distribute and re-distribute, and otherwise exploit your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). You retain copyright and any other proprietary rights you hold in the User Content that you post to the Services. Note, however, that we will not exploit your User Content in violation of our Privacy Policy or in violation of any state or federal law.

User Content Representations and Warranties. By posting and publishing User Content, you affirm, represent, and warrant that:

a) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize us and users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you under these Terms and in the manner contemplated by us and the Terms;

b) Your User Content does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person; or (iii) contain any viruses, adware, spyware, worms, or other malicious code.

User Content Disclaimer. We are under no obligation to edit or control User Content that you and other users post, share or publish, and will not be in any way responsible or liable for User Content. You understand that when using the Services you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to the Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, we do not permit copyright infringing activities on the Services.

DMCA

DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Services you may contact our Designated Agent at the following address:

Enome, Inc. (Goalbook)
PO Box 1289
San Mateo, CA 94401
E-mail: digitalrights@goalbookapp.com

Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include the following information:

(a)  an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

(b)  a description of the copyrighted work or other intellectual property that you claim has been infringed;

(c)  a description of the material that you claim is infringing and where it is located on the Services;

(d)  your address, telephone number, and email address;

(e)  a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

(f)  a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Counter Notices. If material that you have posted to the Services has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the Designated Agent address listed above that includes the following:

(a)  a physical or electronic signature;

(b)  identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(c)  a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

(d)  your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.

Repeat Infringers. We will promptly terminate your access to the Services without notice if you are determined by us to be a “Repeat Infringer.” You are a Repeat Infringer if we have notified you of infringing activity violations more than twice and/or if you have had any User Content removed from the Services more than twice.

AUTHORIZED USE

You may use the Services solely as a teaching tool for the benefit of students.  You will not:

(a)  copy (e.g., into Word file) any Materials (as defined below) including but not limited to the content we provide as part of Pathways and Toolkit for use outside of our website;

(b)  save any downloadable materials and distribute to others, or use such materials for any purposes other than your personal use;

(c)rent, lease, loan, sell, resell, sublicense, distribute, or otherwise transfer the licenses granted herein or any Materials (as defined below);

(d)  post, upload, or distribute any defamatory, libelous, or inaccurate User Content or other content;

(e)  post, upload, or distribute any User Content or other content that is unlawful or that a reasonable person could deem to be objectionable, profane, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;

(f)  impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Services, or perform any other similar fraudulent activity;

(g)  delete the copyright or other proprietary rights on the Services or any User Content;

(h)  make unsolicited offers, advertisements, or proposals, or send junk mail or spam to other users of the Services (this includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);

(i)  use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

(j)  defame, harass, abuse, threaten, or defraud users of the Services, or collect, or attempt to collect, personal information about users or third parties without their consent;

(k)  use the Services for any commercial purpose without our consent;

(l)  remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Services or User Content, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services or User Content;

(m)  reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

(n)  modify, adapt, translate, or create derivative works based upon the Services or any part thereof, except and only to the extent the foregoing restriction is expressly prohibited by applicable law; or

(o)  intentionally interfere with or damage operation of the Services or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

If you receive a link from someone or access a link through web search to certain Content on the Platform, you may access and download such Content for your personal use only. You may not copy, distribute, sublicense, publicly display, or publicly perform such Content.

THIRD PARTY WEBSITES

The Services, including our websites, may contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply our endorsement of, sponsorship of, or affiliation with the linked site. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.

TERM, TERMINATION, & MODIFICATION OF THE SERVICES

If you violate any of the Terms, your permission to use the Services will automatically terminate. You also agree that we may, at any time and without notice to you, suspend or revoke your access to and use of the Services, and any accounts you may have in connection with the Services if we determine in our sole discretion that such action is reasonable in order to comply with legal requirements or to protect the rights or interests of us or any third party.  Unless otherwise agreed by us, for example, in a separate written agreement under which you purchase access to a particular Service for a defined period of time, (i) we may discontinue your access to the Services at any time, for any reason and (ii) we may modify the Services at any time without notice to you. We will have no liability whatsoever on account of any permitted change to the Services or any suspension or revocation of your access to or use of the Services. You may terminate these Terms or cancel your account by contacting customer service at support@goalbookapp.com. Upon termination, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, this section and sections entitled “Proprietary Rights,” “Indemnity,” “Limitation of Liability,” “Governing Law & Venue.”

PROPRIETARY RIGHTS

The Service is owned and operated by us. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Services provided by us (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials are the property of us or our subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to us, or our affiliates, and/or third-party licensors. Except as expressly authorized by us, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. We reserve all rights to the Materials not expressly granted in the Terms.

INDEMNITY

You agree that you will be personally responsible for your use of the Services, and you agree to defend, indemnify, and hold harmless us and our officers, directors, employees, consultants, affiliates, subsidiaries, and agents (collectively, the “Enome Entities”) from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Services; (ii) your violation of the Terms or any representation, warranty, or agreements referenced herein; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; (iv) any claim or allegation of a third party to which we have referred you, to the extent based on any actual or alleged act or omission on your part or behalf, or any other claim or allegation arising as a result of such referral; and (v) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

DISCLAIMERS; NO WARRANTIES

EXCEPT AS MAY BE PROVIDED IN AN EXPRESS WARRANTY GIVEN BY US, FOR EXAMPLE, WHEN YOU PURCHASE ACCESS TO THE A SERVICE UNDER SEPARATE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED ANDTHE ENOME ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; (ii) ANY WARRANTIES ARISING OUT OF COURSE-OF-DEALING, USAGE, OR TRADE; (iii) ANY WARRANTIES THAT THE INFORMATION OR RESULTS PROVIDED IN, OR THAT MAY BE OBTAINED FROM USE OF, THE SERVICES WILL MEET YOUR REQUIREMENS OR BE ACCURATE, RELIABLE, COMPLETE, OR UP-TO-DATE; AND (iv) ANY WARRANTIES WHATSOEVER REGARDING ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ADVERTISED, MADE AVAILABLE, OR REFERRED TO YOU THROUGH THE SERVICES. YOU ASSUME ALL RISK FOR ALL DAMAGES, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES. ANY CONTENT, MATERIALS, INFORMATION, OR SOFTWARE DOWNLOADED, USED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK.

ALL ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, IS “AS IS” AND NO ADVICE OR INFORMATION WHETHER ORAL OR WRITTEN OBTAINED FROM THE ENOME ENTITIES OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY. INCLUSION OF INFORMATION ON THE SERVICES IS FOR REFERENCE PURPOSES ONLY AND DOES NOT CONSTITUTE AN ENDORSEMENT OF QUALITY, RELIABILITY, OR ANY OTHER ATTRIBUTE OF THE SUBJECT OF THE INFORMATION, THE INFORMATION ITSELF, OR THE SOURCE OF THE INFORMATION.

THE ENOME ENTITIES ARE NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE BASED UPON THE SERVICES. THE ENOME ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE SERVICES, AND MAKE NO COMMITMENT OR WARRANTY TO CORRECT ANY SUCH ERRORS OR OMISSIONS OR UPDATE OR KEEP CURRENT THE INFORMATION CONTAINED IN THE SERVICES. IT IS YOUR RESPONSIBILITY TO VERIFY THAT THIS INFORMATION IS SUITABLE FOR YOUR PURPOSES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN SOME CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE ENOME ENTITIES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OPERATING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE ENOME ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. YOU SPECIFICALLY ACKNOWLEDGE THAT THE ENOME ENTITIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, THE ENOME ENTITIES WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES.

YOU AGREE THAT THE AGGREGATE LIABILITY OF THE ENOME ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE USE OF THE SERVICE IS LIMITED TO THE GREATER OF (i) THE AMOUNTS YOU HAVE PAID TO US FOR ACCESS TO AND USE OF THE SERVICES GIVING RISE TO SUCH LIABILITY IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM, OR (ii) $100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

NO CLASS ACTIONS

YOU AND ENOME AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

GOVERNING LAW; VENUE

These Terms shall be governed by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California by California residents, and without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Enome agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the Santa Clara County, California (if state court) and the Northern District of California (for federal court) for the purpose of litigating all such claims or disputes. We operate the Services from our offices in California, and we make no representations that information and materials included in the Services are appropriate or available for use in other locations. Access to the Services from any territory where the content is illegal is prohibited.

GENERAL

The Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and us regarding your use of and access to the Services, and except as expressly permitted above, may only be amended by a written agreement signed by authorized representatives of the parties. You may not assign or transfer the Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Terms at any time without notice. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of paragraph headers in the Terms is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of the Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.

CONTACT INFORMATION

If you have any questions regarding Goalbook, Enome, or the Terms please contact us at legal@goalbookapp.com.