These Organization Terms of Service (the “Organization Terms”) describe your rights and responsibilities when using MyMantl (the “Service”). If you are an Organization (defined below), these Organization Terms govern your access and use of the Service. If you are an account holder developing portfolio collections and posting your evidence of skills and competency the User Terms of Service (the “User Terms” ) govern your access and use of the Service.
These Organization Terms or, if applicable, your written agreement with Chalk & Wire Learning Assessment Inc. (“The Company”), owners and developers of the Service and any Order Form(s) (defined below) together form a binding “Contract” between Organization and The Company. “We,” “our” and “us” currently refer to Chalk & Wire Learning Assessment Inc. “You” refers to the organization or individual who pays for status as a verified organization authorized to certify/verify credentials/Badges you create using the Service and also to those who pay annual or monthly sums to offer verified credentials/Badges for the number of members of your organization as per our pricing page at the time when the Contract is formed. Chalk & Wire reserves the right to change pricing without notice.
If you purchase subscribed organizational status and create groups of Authorized users who attest to badge completion elements and create end users for whom you will provide credentials/badges, invite said users to that group, or use or allow use of that group after being notified of a change to these Organization Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Organization. Please make sure you have the necessary authority to enter into the Contract on behalf of Organization before proceeding.
“Organization” is the organization that you represent in agreeing to the Contract. If your organizational group(s) is/are being set up by someone who is not formally affiliated with an organization, the Organization is the individual creating the groups. For example, if you signed up using a personal email address and invited people to become users of The Service, you are the Organization.
If you signed up as an organization using your corporate email domain, your organization is the Organization, and an Organization can modify and re-assign members of user groups (including your role) and otherwise exercise its rights under the Contract. If Organization elects to replace you as the representative with ultimate authority for the team (known in MyMantl as the “Primary Owner”), we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Organization to facilitate the transfer of authority to a new representative of Organization. You may also transfer ownership yourself at any time.
Individual users of the Service authorized by Organization to access the Service on their behalf (an “Authorized User”) may submit content or information to the Service, such as badge programs, badge designs and designation of awards of certification (“Organization Data”).
All Authorized Users are also individual users and are subject to the User Terms.
Organization will (a) inform Authorized Users of all Organization policies and practices that are relevant to their use of the Service and of any settings that may impact the processing of Organization Data; and (b) obtain all rights, permissions or consents from Authorized Users and other Organization personnel that are necessary to grant the rights and licenses in the Contract and for the lawful use and transmission of Organization Data and the operation of the Service.
An Organization subscription allows Authorized Users to access the Organization Data and tools in the Service. No matter the role, a subscription is required for each Authorized User beyond the limit in the Free tier. A subscription may be procured through the Service interface, or in some cases, via an Order Form entered into between Organization and The Company.
The Subscription will define the number of active Authorized Users that can be members of an Organization at any given time.
Subscriptions commence when we make them available to Organization and continue for the term specified in the Service “check-out” interface or in the Order Form, as applicable. Each subscription is for a single Organization for a specified term and is specific to that Organization. The Company reserves the right to enter into alternative Subscriptions not listed on the web site with an Organization.
Chalk & Wire confers verified Organization status to let users know that the verified Organization has submitted information requested by The Company for authentication purposes, and that The Company has reviewed and confirmed the identity appears to be authentic. However, The Company cannot and does not guarantee that any Organization, whether verified or unverified, is the person or organization they purport to be.
An Organization may purchase a verification request of their identity through the Service. The verification process is non-refundable and The Company does not guarantee that the process will result in a Verified status. By requesting verification, you authorize The Company to contact individuals and social media accounts that represent the Organization.
We may share information about our future product plans to provide transparency and better partnerships. Our public statements about those product plans are an expression of intent, and are not to be relied upon when making a purchase. If the Organization decides to buy access to the Service, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.
Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time so they are made available “as-is,” and any warranties or contractual commitments we make for the Service do not apply. Should the Organization encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.
The more suggestions our customers make, the better The Service becomes. If Organization sends us any feedback or suggestions regarding the Service, there is a chance we will use it, so the Organization grants us (for itself and all of its Authorized Users and other Organization personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Organization, any Authorized User or other Organization personnel.
The Service may include integration of a platform or data that third parties develop that complements the User’s and Organization’s experience and the utility of the Service (each, a “Non-MyMantl Product”). These are not our services, so we do not warrant nor support Non-MyMantl Products or data beyond assuring they are accessible in the Service.
The Organization must comply with the Contract and ensure that its Authorized Users comply with the Contract and the Organization Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We are not responsible for the content of any Organization Data or the way Organization or its Authorized Users choose to use the Service to store or process any Organization Data. The Service is not intended for and should not be used by anyone under the age of 13. Organization must ensure that all Authorized Users are over 13 years old. Organization is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Service.
If we believe that there is a violation of the Contract that can simply be remedied by Organization’s removal of certain Organization Data, we will, in most cases, ask Organization to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Organization does not take appropriate action, or if we believe there is a credible risk of harm to us, the Service, Authorized Users, or any third parties.
For Organizations and Users that purchase the Service, fees are specified on our pricing page for the Service and must be paid in advance. Payment obligations are non-cancelable and are non-refundable. If we agree to invoice Organization by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Organization will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.
We will (a) make the Service available to Organization and its Authorized Users as described in the Contract; and (b) not use or process Organization Data for any purpose without Organization’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Service by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.
For all Service plans, we will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Organization with advance notice (e.g., through the Service), if we think it may exceed fifteen (15) continuous minutes.
The protection of Organization Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a level consistent with industry standards. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Organization Data by our personnel. The Organization (not us) bears sole responsibility for adequate security, protection and backup of Organization Data when in Organization’s or its representatives’ or agents’ possession or control or when Organization chooses to use unencrypted gateways to connect to the Service.
Organization will own all Organization Data. Subject to the terms and conditions of the Contract, Organization (for itself and all of its Authorized Users) grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Organization Data, and any Non-MyMantl Products created by or for Organization, only as reasonably necessary (a) to provide, maintain and improve the Service; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by the Data Request Policy; and (d) as expressly permitted in writing by Organization. Organization represents and warrants that it has secured all rights in and to Organization Data from its Authorized Users as may be necessary to grant this license.
We own and will continue to own the Service, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Service. We grant to the Organization a non-sublicensable, non-transferable, non-exclusive, limited license for Organization and its Authorized Users to use the object code version of these components, but solely as necessary to use the Service and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.
As further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all Organization verification, badge provision integration and Organization administrative activity subscriptions.
Unless an Order Form says something different, (a) all subscriptions automatically renew for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.
We or the Organization may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. The Organization is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to the Organization if we reasonably believe that the Service are being used by Organization or its Authorized Users in violation of applicable law.
Organization may terminate its free subscriptions immediately without cause. We may also terminate Organization’s free subscriptions without cause, but we will provide Organization with thirty (30) days prior written notice.
Upon any termination for cause by Organization, the Organization will pay any unpaid fees covering the remainder of the term of their Organization status. In no event will any termination relieve Organization of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
We are custodians of Organization Data. During the term of an Organization’s access to the Service, the Organization will be permitted to export or share certain Organization Data from the Service. In the event of termination, we will have no obligation to maintain or provide any Organization Data beyond that related to OpenBadge assertions, and may thereafter, unless legally prohibited, delete applicable Organization Data in our systems or otherwise in our possession or under our control.
The Organization represents and warrants that it has validly entered into the Contract and has the legal power to do so. The Organization further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR CHALK & WIRE LEARNING ASSESSMENT/MYMANTL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE. IN NO EVENT WILL EITHER THE CUSTOMER OR ANY MEMBER OF CHALK & WIRE LEARNING ASSESSMENT/MYMANTL HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Organization is responsible for all login credentials, including usernames and passwords, for owner and administrator accounts. We will not be responsible for any damages, losses or liability to Organization, Authorized Users, or anyone else, if such information is not kept confidential by Organization or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Service.
The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Service.
We will defend Organization from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Service as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Organization”), and will indemnify Organization for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Organization in connection with or as a result of, and for amounts paid by Organization under a settlement we approve of in connection with, a Claim Against Organization; provided, however, that we will have no liability if a Claim Against Organization arises from (a) Organization Data or Non-MyMantl Products; and (b) any modification, combination or development of the Service that is not performed by us, including the use of any application programming interface (API). Organization must provide us with prompt written notice of any Claim Against Organization and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Organization’s exclusive remedy against us and CHALK & WIRE LEARNING ASSESSMENT/MYMANTL for, any Claim Against Organization.
The Organization will defend CHALK & WIRE LEARNING ASSESSMENT/MYMANTL (collectively, the “CHALK & WIRE LEARNING ASSESSMENT/MYMANTL Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Organization’s or any of its Authorized Users’ violation of the Contract or the User Terms (a “Claim Against Us”), and will indemnify the CHALK & WIRE LEARNING ASSESSMENT/MYMANTL Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a CHALK & WIRE LEARNING ASSESSMENT/MYMANTL Indemnified Party in connection with or as a result of, and for amounts paid by a CHALK & WIRE LEARNING ASSESSMENT/MYMANTL Indemnified Party under a settlement Organization approved of in connection with, a Claim Against Us. We must provide the Organization with prompt written notice of any Claim Against Us and allow Organization the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting the Organization’s defense and settlement of such matter. This section states your sole liability with respect to, and the CHALK & WIRE LEARNING ASSESSMENT/MYMANTL Indemnified Parties’ exclusive remedy against Organization for, any Claim Against Us.
Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.
Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, such as non-public business, product, technology and marketing information. Confidential Information of the Organization includes Organization Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract ; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. Without limiting the foregoing, please review the Data Request Policy for details on how requests may be made for the disclosure of Organization Data and how we will handle those requests. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
The sections titled “Feedback is Welcome,” “Non Chalk & Wire/MyMantl Products,” “Our Removal Rights,” “Payment Terms,” “The Chalk & Wire Learning Assessment Inc./MyMantl team,” “What’s Yours is Yours,” “And What’s Ours is Ours,” “Effect of Termination,” “Data Portability and Deletion,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Our Indemnification of Organization,” “Organization’s Indemnification of Us,” “Limitations on Indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.
Organization grants us the right to use Organization’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Organization’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Organization may send us an email at [email protected] stating that it does not wish to be used as a reference.
Neither us nor Organization will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.
Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Organization through the Service. Notices to CHALK & WIRE LEARNING ASSESSMENT INC./MYMANTL will be sent to [email protected] except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to [email protected]. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Service.
As our business evolves, we may change these Organization Terms and the other components of the Contract. If we make a material change to the Contract, we will provide Organization with reasonable notice prior to the change taking effect, either by emailing the email address associated with Organization’s account or by messaging Organization through the Service. The Organization can review the most current version of the Organization Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Organization (or any Authorized User) accesses or uses the Service after the effective date, that use will constitute Organization’s acceptance of any revised terms and conditions.
No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.
Except with respect to CHALK & WIRE LEARNING ASSESSMENT INC./MYMANTL, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. The Organization will keep its billing and contact information current at all times by notifying CHALK & WIRE LEARNING ASSESSMENT INC./MYMANTL of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the Province of Ontario, Canada, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
The provincial and federal courts located in Toronto, Ontario, Canada, will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
The Contract, including these the Organization Terms and all referenced pages, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by the Organization or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Organization Terms and any other documents or pages referenced in these Organization Terms, the following order of precedence will apply: (1) the portions of the Organization-Specific Appendix that apply to Organization (if any), (2) the Organization Terms and (3) finally any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in an Organization purchase order, vendor onboarding process or web portal, or any other Organization order documentation will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.
Contacting CHALK & WIRE LEARNING ASSESSMENT INC./MYMANTL
Please also feel free to contact us if you have any questions about MyMantl’s Organization Terms of Service. You may contact us at [email protected] or at our mailing address below:
Chalk & Wire Learning Assessment Inc.
1565 Point Abino Road South
Ridgeway, Ontario, Canada