Last updated: June 11, 2012
These Terms govern your use of the Site and the Services on it. Please read these Terms carefully as your access to this Site or use of the Site or Services in any way means you accept these Terms and agree to be bound by them. If you do not agree to these Terms, you must stop accessing or using this Site and the Services.
Certain features or Services made available through the Site may have additional or alternative terms and conditions that apply, which are posted on the relevant feature or Service.
Please read the entire Terms as all of the provisions apply to your use of this Site:
Changes to the Terms or Site
SoftChalk may, in its sole discretion, modify the Terms at any time effective upon posting the modified Terms on the Site, with or without additional notice to you. You are responsible for regularly reviewing information posted on this Site to obtain timely notice of such changes, and to stop using the Site and the Services if you do not agree to the amended terms, and to provide SoftChalk notice to remove you from any distribution lists or other communication list that are available to you through registration on this Site. YOUR CONTINUED USE OF THE SITE OR ANY MATERIALS OR SERVICES PROVIDED OR ACCESSIBLE THROUGH IT, AFTER SUCH POSTING (OR ADDITIONAL NOTIFICATION, IF ANY) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS.
SoftChalk may at any time and from time to time modify or discontinue, temporarily or permanently, the Site (or any part of it). SoftChalk shall not be liable to any User or other third party for any such modification, suspension or discontinuance.
SoftChalk may from time to time add services, features or web properties to the Site, and unless otherwise indicated, all such services, features and sites are subject to and governed by these Terms.
Use of User Provided Content
In these Terms, the expression "Submission" means content submitted by our Users, and includes, but is not limited to, any User contributed file (including a file created in SoftChalk software format), text, images, content, video, communications, opinions, links, software, data, and any other content any User provides on the Site. Users may contribute Submissions in a variety of manners including, but not limited to content upload pages or other methods of file content sharing, message boards, chats (discussion forums) blogs, audio and/or podcasts, video blogs, personal web pages, wiki pages and/or other message or communication facilities designed by SoftChalk to enable Users to communicate or share materials with others.
You acknowledge that all Submissions, whether publicly posted or privately transmitted, accessible through the Site are the sole responsibility of the person from whom the Submission originated, and YOU ARE USING SUCH SUBMISSION AND ALL MATERIAL CONTAINED THEREIN AT YOUR OWN RISK. SoftChalk does not control the Submissions provided by Users of the Site, and can therefore not guarantee the accuracy, quality, integrity or ownership of such Submission. You acknowledge that you may be exposed to Submission material that you find offensive or indecent, or for which the underlying rights have not been properly obtained. You acknowledge that SoftChalk assumes no responsibility for content posted by third parties, which is available through the Site or the Services made available through the Site. You are solely responsible for your use of the Submissions and any disputes you may have with other Users, even though SoftChalk may provide a method for Users to advise of a dispute or complaint). Please see Dispute section below for additional information.
Users may include hypertext links in Submissions to content hosted and maintained by third parties so long as the content on such sites, if posted in the Site, would not violate the Terms. SoftChalk exercises no control whatsoever over such other Sites and web-based resources. SoftChalk does not endorse or guarantee the accuracy of any Submission or other content on the Site. You agree that SoftChalk is not responsible for the accuracy or availability of any third party content, advertising, promotions, products or other materials accessible through the Site and will not be liable for any damages incurred as a result of the submission or use of any such content.
Clicking on links contained in Submissions is done so at the User's own risk. SoftChalk reserves the right to review any Submissions and to remove or refuse to remove or post any Submissions or links within Submissions in its sole discretion.
Third Party Offerings and Sites
The Site may contain or reference links to third party Sites or third party advertising. Some of those links are provided as a convenience only. The inclusion of any link or reference to a Third Party service, product or promotion is not and does not necessarily imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by SoftChalk of any information contained in any third party Site.
If you decide to use Third Party services, you are responsible for reviewing and understanding the terms and conditions governing any Third Party services (including their privacy policies). You agree that the third party, and not SoftChalk, is responsible for the performance of the Third Party services, the information contained in such Third Party site and for your use or inability to use such Third Party site.
SoftChalk Provided Content
While reasonable efforts have been made to ensure the information on this Site is as accurate and up-to-date as necessary for the purposes for which it is to be used, the information on this Site does not represent a commitment on the part of SoftChalk. SoftChalk makes no representation or warranty of any kind with respect to use of this Site or the information on this Site. Information published may contain references to products, programs or services that are not announced or available in all countries. Such references do not imply that SoftChalk intends to make such products, programs or services available in any specific country. The information available on this Site is provided as a convenience only.
Images and all other content contained on the Site that is not specifically offered for download by the Users is the property of SoftChalk or its licensees and you agree not to copy, publish, distribute, display or otherwise use such materials other than viewing them on the Site, without the express written permission of SoftChalk.
Unless specifically otherwise stated in these Terms, or the additional or alternative terms associated with a particular Service, all materials, information, Submissions and Services contained on or accessible through this Site may only be downloaded, viewed and printed for personal use or use within your organization (including educational institutions), and only provided that no trade-mark, copyright or other proprietary notices contained in or appearing on such material are removed, modified or obscured. Material, information, Submissions and Services (including software programs) contained on or accessible through this Site may not otherwise be copied, reproduced or redistributed in whole or in part without our prior written consent and/or your acceptance of the associated end user license agreement, as applicable. All rights not expressly granted in these Terms are reserved, and Users must seek our permission before making any other use (and in particular, any reproduction or use for commercial gain) of material, information, Submissions or Services contained on or through this Site.
Unless specifically otherwise stated in these Terms, your permission to use the Site does not include: any resale or commercial use of the Site or its contents (including Submissions) whether provided by SoftChalk or any of its Users or third party content providers, or any derivative use of this Site or its contents; or the creation of a competing offering. You agree to not download bulk amounts of Submissions or other content from the Sites, regardless of whether the intent is to use such content for commercial purposes. Unless an express license is granted to you elsewhere in Terms or related features or Services, you agree not to store in any form, distribute, transmit, display, reproduce, modify, create derivative works from, transfer, sell or otherwise exploit any of the content, Submissions, software, products or Services on this site for any commercial purpose. By using the Site, you warrant to SoftChalk that you will not use the Site, or any of the content (including Submissions) obtained from the Site, for any purpose that is unlawful or prohibited by these Terms (see Prohibited and Illegal Activities below). If you violate any of these Terms, without limiting any other remedy available to SoftChalk, your permission to use the Site automatically terminates.
Submitting User Generated Content for Public Use
By submitting or placing any Public Submissions on the Site (in any form whatsoever), you are granting SoftChalk, its respective subsidiaries, affiliates, successors, assigns, licensees, resellers, sub-licensees and other such parties as SoftChalk may designate from time to time (which may include any or all Users) a royalty free, perpetual, irrevocable, worldwide, non-exclusive, sub-licensable, transferable license to use, reproduce, copy, modify, merge, distribute, transmit, broadcast, post, publicly display, publicly perform, commercialize, edit, create derivative works from, translate and reformat your Submissions (in whole or in part) in any manner now known or in the future discovered and/or to incorporate it in other works in any form, media, or technology now known or later developed; to publish your name in connection with your Submissions, at SoftChalk's option, and waive your moral rights with respect to any such Submission; and the right to sublicense such rights to any User or supplier of the Site. You also waive any moral rights you may have in the Submissions in favor of SoftChalk, its licensees and sub-licensees. You acknowledge that this license cannot be terminated or the waiver revoked by you once the Submission is submitted to the Site.
By submitting ideas, feedback, comments, testimonials, opinions, suggestions or any other material to the Site, you agree that SoftChalk will treat such Submissions as non-confidential, that SoftChalk can use such Submissions without any compensation to you or to any other person or entity, and that SoftChalk may have already developed, or is in the process of developing, and is not restricted in any way from developing and marketing, products, services, functions, features or plans similar to or competitive with any described in such Submissions from you.
By placing Public Submissions on the Site, you warrant and represent that you own or otherwise control all of the rights to your Submissions as described in these Terms including, without limitation, all the rights necessary for you to provide, upload, or submit the Submission. You shall not contribute or edit any Submission, unless:
SoftChalk reserves the right, in its sole discretion, to remove any Public Submissions on the Site containing phone numbers, street addresses or otherwise personally identifying information as it cannot verify such information or confirm the desire of said information to be posted by the individual to which this information pertains.
Rights of Third Parties
You may not submit Submissions, including forms, software, derivatives works of software or property, photos or images, that infringe in any manner on the copyright, trade-mark or intellectual property rights of any person or entity, or that contain any confidential or proprietary information of any person or entity, or that otherwise violate the legal rights of any person or entity. You may insert hyperlinks in your Submissions for Users to access copyrighted material for informational purposes -- but, except for quotes of reasonable length, you may not post such materials in the Site itself. You may not use the Site to distribute unauthorized copies of copyrighted material, including photos, artwork text, recordings, designs, computer programs or derivative works of such programs.
You agree not to make Submissions that contain personally identifiable information about other people, such as their phone number, street address or email address, or information about other people that could result in an invasion of their privacy or their harassment.
YOU ACKNOWLEDGE THAT A PARTY AGGRIEVED BY YOUR UPLOADING OF ANY CONTENT WHICH IS, INTER ALIA, A BREACH OF COPYRIGHT OR DEFAMATORY MAY TAKE LEGAL ACTION WHICH COULD RESULT IN YOUR PERSONAL INFORMATION BEING DISCLOSED AND YOU HAVING TO PAY COMPENSATION TO THE AGGRIEVED PARTY.
Reporting Concerns or Disputes
You may request SoftChalk remove any Submission you have made at any time and, upon confirmation that the Submission is yours, SoftChalk shall endeavour to remove the Submission, however the license you have granted to SoftChalk licensee's and sub-licensees shall continue in perpetuity, including the license for SoftChalk and its licensees to derivative works of your Submission. If you believe another User is violating your copyrights, you may send a notice to SoftChalk at email@example.com including a) your contact details (name, telephone, email, address); b) identifying the Submission in question, and c) details on the basis of the infringement claim. SoftChalk will make an assessment and if, in our sole opinion, such action is merited, we will remove the Submission in question. Other than this removal remedy, SoftChalk shall have no further obligations or liability regarding copyright infringement disputes for Submissions. All such disputes related to third party Submissions (such as a dispute regarding ownership of copyright), links, sites or promotions should be addressed to that third party and a copy may be provided to the SoftChalk at firstname.lastname@example.org.
Users may download and use downloadable resources, including SoftChalk provided content or User generated Submissions made available on SoftChalk Cloud under the following conditions:
All other provisions of these Terms apply unless in conflict with the terms contained in this section, in which case the terms of this section shall apply. To the extent permitted by our licensors, we grant you a non-exclusive, worldwide, limited, royalty-free, non-sublicenseable, non-transferable license to SoftChalk Cloud, subject to the following conditions and to your contractual agreement to refrain from using any SoftChalk Cloud Content beyond the scope of this license:
The license granted herein may be terminated by SoftChalk immediately and without notice if we determine, in our reasonable discretion, that you are excessively using content published on this Site for commercial purposes (e.g., without limitation, by publishing significant portions of the content on this Site in books or Sites that you make available only for a charge, or by deep-linking to portions of this Site from a commercial Site), or you fail to comply with any other term or condition of these Terms. Upon termination of the license, you shall cease to commercialize or otherwise use any content published on the Site (except content that you contributed yourself, without any edits contributed by others). If you are concerned about such a potential termination, please notify us (at email@example.com) of any contemplated commercial use of this Site to request our prior written permission, which we may grant or deny at our sole discretion.
IN PARTIAL CONSIDERATION FOR USING THIS SITE, YOU AGREE TO INDEMNIFY AND HOLD SOFTCHALK, ITS SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, CLAIM OR DEMAND OF ANY KIND, INCLUDING REASONABLE ATTORNEY FEES ON A SOLICITOR AND HIS OWN CLIENT BASIS, MADE BY ANY THIRD PARTY DUE TO ARISING OUT OF YOUR ACCESS OR USE OF THE SoftChalk CLOUD SITE, OR ANY SUBMISSIONS MADE OR OBTAINED THROUGH THIS SITE. Subscription portions of SoftChalk Cloud may be subject to additional or alternate terms, which are available upon registration for such service.
Trial and other Software Downloads
SoftChalk may make certain software (including trial and beta versions of software) available to you through the Site. Your use of such software is subject to the terms of the applicable end user license agreement and any other terms stated on the Site or feature related to the associated software. You agree that if you are given a product activation or installation key for any SoftChalk software, you will retain that key for your personal use and not make it available to others or post or display the key information for use by others.
Users are expected to respect and interact with other Users in the public forums as you would in any public arena and refrain from using offensive, harassing or otherwise inappropriate language in any Submission. You acknowledge that you are responsible for your interaction with other Users.
Prohibited and Illegal Activities
Use of the Site for any activity that violates local, provincial, national, international law, order or regulation, is a violation of these Terms. In addition, certain other uses of the SoftChalk Sites and related Services are prohibited and a violation of these Terms. Illegal and prohibited activities include, but are not limited to:
You hereby authorize SoftChalk to cooperate with (i) law enforcement authorities in the investigation of suspected criminal violations, and/or (ii) system administrators at Internet service providers or other network or computing facilities in order to enforce these Terms.
Should you fail to observe any of the Terms, SoftChalk may pursue any or all of its remedies against you including, but not limited to, legal action or injunctive or other equitable relief where appropriate.
Creating an Account
We reserve the right to delete any free account that has not been logged into for six months or longer.
You agree that the information that you supply during the registration process will be true, current, accurate and complete, and you agree not to (i) register under the name of another person; (ii) choose a username that may be deemed offensive; (iii) choose a username for the purposes of deceiving or misleading Site Users as to your true identity; (iv) choose a username that incorporates a solicitation (e.g. yourproduct, yourservices, yourSite); or (v) violate the intellectual property or other rights of any person or entity. You agree to not impersonate any other person, including any other Site User, Moderator (Host) or any SoftChalk employee, Officer or Director. You agree to maintain and promptly update your registration data as necessary to keep it true, current, accurate and complete.
If, after investigation, SoftChalk has reasonable grounds to suspect that any registered User's information is untrue, inaccurate, not current or incomplete, SoftChalk may suspend or terminate that registered User's account and prohibit any and all current or future use of the Site (or any portion of it) by that User.
You are responsible for maintaining the confidentiality of your passwords and account information and access. You are also entirely responsible for any and all activities (and any misuses) that occur under or that originate from your account, including activities committed by any friend, family, co-worker, employee, guest or anyone with access to your account. You agree to ensure that you exit from your account at the end of each session (if you use a shared computer) and to notify SoftChalk immediately of any unauthorized use of your account or any other breach of security. SoftChalk will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. Additionally, you could be held liable for losses incurred by SoftChalk or another party due to someone else using your account or username. You may not use anyone else's account at any time, without the permission of the account holder.
SoftChalk has no obligation to monitor Submissions or other materials. However, Site Moderators may monitor the Site's Submissions. Site Moderators do not pre-screen Submissions, monitor on a "real time" basis, or edit Submissions made to the Site. As a User, you may see content that is offensive or objectionable. Each User must evaluate and bear all risks associated with the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. Please report objectionable content on the Site by sending an email to firstname.lastname@example.org.
SoftChalk reserves the right to manage the Submissions on the Site in order to facilitate the orderly distribution of information through the Site. For that purpose, SoftChalk may, at its election, designate SoftChalk employees and/or outside entities to act as Moderators for the Site. The Moderators are not obligated to review all Submissions, nor do they edit Submissions. You assume the risk of reading and acting upon information from any Submissions made by a Moderator or other individual within the Site.
Termination of Membership or Participation
Your privilege to use or access the Site and/or Services may be terminated by SoftChalk immediately and without notice if you fail to comply with any term or condition of the Terms. Upon such termination, you must immediately cease accessing or using the Site and Services and agree not to re-register or otherwise make use of, or attempt to use, the Site or Services. Furthermore, you acknowledge that SoftChalk reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Site or Services. You understand that SoftChalk may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to SoftChalk.
Disclaimer of Warranties and Limitation of Liability
THE CONTENT ON THE SITE IS "AS IS" AND CARRIES NO WARRANTIES. SOFTCHALK DOES NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT ON THE SITE, REGARDLESS OF WHO ORIGINATES THAT CONTENT. SOFTCHALK DOES NOT WARRANT THAT THE SITE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER LIMITATIONS. SOFTCHALK DOES NOT WARRANT THAT USE OF THE SITE, OR ANY CONTENT, SERVICE, SEARCH OR LINK ON IT WILL PRODUCE CERTAIN RESULTS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH USING OR RELYING ON THAT CONTENT. SOFTCHALK IS NOT LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY CONTENT POSTED ON OR LINKED FROM THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN CONTENT, OR FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT OR SERVICES. SOFTCHALK CANNOT ENSURE THE FILES YOU DOWNLOAD FROM THE SITE ARE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES, NOR CAN IT ENSURE THAT THE WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED. NO WARRANTY OF ANY KIND, IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, IS GIVEN IN CONJUNCTION WITH THE INFORMATION AND MATERIALS CONTAINED ON, FUNCTIONS OF, OR SERVICES OFFERED ON, THIS SITE. SOFTCHALK FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES OR SITE USERS IN CONNECTION WITH THE SITE AND SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOFTCHALK AND ITS REPRESENTATIVES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, LOSS OF PROFITS OR INVESTMENT, ACCOUNTING POSITIONS TAKEN BY YOU, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SOFTCHALK OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SOFTCHALK AND YOU. SOFTCHALK WOULD NOT BE ABLE TO HAVE PROVIDED THE SITE WITHOUT SUCH LIMITATIONS.
The Terms are a complete statement of the agreement between you and SoftChalk, and set forth the entire liability of SoftChalk and your exclusive remedy with respect to your access and use of the Site. The agents and employees of SoftChalk are not authorized to make modifications to the Terms, or to make any additional representations, commitments or warranties binding on SoftChalk. Any waiver of the terms herein by SoftChalk must be in a writing signed by an authorized officer of SoftChalk and expressly referencing the applicable provisions of the Terms. If any provision of the Terms is invalid or unenforceable under applicable law, that portion will be construed consistent with applicable law as nearly as possible, or failing that, deemed omitted, and the remaining provisions will continue in full force and effect. The Terms will be governed by Virginia law and the applicable federal laws of the United States as applied to agreements entered into and to be performed entirely within Virginia, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction. You also agree that such dispute may be resolved with personal jurisdiction by, and the choice or forum or venue shall be in, the provincial and federal courts of the Commonwealth of Virginia, City of Richmond, and such courts will have exclusive jurisdiction. Headings are included for convenience only, and shall not be considered in interpreting these Terms. The Terms do not limit any rights that SoftChalk may have under trade secret, copyright, patent or other laws. SoftChalk reserves the right at all times to disclose any information as SoftChalk deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in SoftChalk's sole discretion. SoftChalk, and SoftChalk related brands are trade-marks of SoftChalk LLC, and may be registered in the United States and other jurisdictions. Other brands, logos and marks are trade-marks of their respective owners.
©2012, SoftChalk LLC
© 2015 SoftChalk LLC. All rights reserved.
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