Summit Learning User Agreement
Effective June 15, 2021
Please be advised that this agreement contains an arbitration provision in Section 6 below that affects your rights under this agreement. Except for certain types of disputes mentioned in that provision, you and Gradient Learning agree that (1) disputes between us will be resolved by individual binding arbitration, and (2) you and Gradient Learning waive any right to participate in a class-action lawsuit, class-wide arbitration, or any other representative action.
We have done our best to write this User Agreement in simple and clear terms. In order to facilitate your understanding of the User Agreement we have added notes that provide short summaries of the legal language in plain English.
The Summit Learning Program is a personalized approach to teaching and learning inspired by the vision to equip every student to lead a fulfilled life. Gradient Learning (formerly T.L.P. Education) ("Gradient Learning" " we", "us" and "our"), a California nonprofit public benefit organization and a 501(c)(3) nonprofit organization, operates the Summit Learning Program (the "Program"), including the Summit Learning Platform located at www.summitlearning.org (the "Platform"). With support from the Chan Zuckerberg Initiative, LLC (“CZI”), Gradient Learning offers the Program and Platform as a free service to schools that sign an agreement with Gradient Learning.
The Learning Services (defined below) are designed to facilitate strong relationships between teachers and students through real-time data about progress towards goals, access to ongoing feedback, and access to a wide range of learning resources that enable students to build on what they learn from the teacher by self-directing some of their learning, too.
1. Contract and Services
WWe have separate terms of service for the schools and school districts who partner with us (“Partner Schools”). If you are using the Services with an account created by your school or school district, your school or school district has signed a Program Agreement with Summit Learning. For more information on the Program Agreement, Data Privacy Addendum and School Terms of Service applicable to Partner Schools, please visit the Summit Learning Privacy Center.
This User Agreement applies to www.summitlearning.org ("Web Services") and the Program features accessed through www.summitlearning.org ("Learning Services") (collectively, the Web Services and Learning Services are "Services"); our provision of the Services, and your access to and use of them.
1.4 Content and Services of Others
The Services may include educational content (e.g., Encyclopedia Britannica) originating from and created by third parties that we do not own or control. We do not own or control these other services or content, even if accessible from our Services, including, for example, links to third-party services that a school or teacher may make available in educational content they upload into the Learning Services.
2. Obligations of Users
2.1 Learning Service Eligibility
Only currently enrolled students, Caregivers, and School Personnel are allowed to access the Learning Services. Creating an account with false information is a violation of our terms. The right to access and use the Services is not granted in jurisdictions outside the United States.
2.2 Accounts and Passwords.
You agree to: (1) choose a strong and secure password; (2) keep your password secure and confidential; (3) properly log out from your account at the end of each session; (4) not transfer or share your account; and (5) follow the law and the terms of this User Agreement. You are responsible for anything that happens through your account unless you report misuse through the contact information in Section 11 below.
2.3 No Payment
2.4 Notices and Messages
3. Rights and Limits
3.1 Your License to Us
Our Services include features that require you (e.g. registration) and enable you (e.g. volunteer to answer a survey) to provide information and content. As between you and us, you own the content and information that you submit or post using the Services, and you are only granting us the following non-exclusive license:
A worldwide, transferable and sublicensable (through multiple tiers) right to use, copy, modify, publish, distribute, and process the content, feedback and information that you provide through our Services (including surveys), without any further consent, notice and/or compensation. The license rights you grant to us are limited in the following ways:
- If we agree in writing to additional restrictions on use with regard to any feedback, information and content in the context of our collection of it, we will honor those limits.
- Our Services do not include any advertising for third-party goods and services. We will not include your content in advertisements for the products and services of third parties to others.
- Except for Teacher Content in Section 3.2, we will get your additional consent if we want to give others the right to publish your content beyond the Services.
- By submitting suggestions or other feedback related to our Services to us, you agree that we can (but do not have to) use and share such feedback for any purpose without compensation to you. We will honor any limits we agree to at the time we collect feedback.
- Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others.
You agree to only provide content or information that does not violate the law nor anyone's rights (including intellectual property rights and privacy rights).
3.2 Teacher Content
Licensed Users that are teachers can contribute content such as new curriculum or projects and they have the choice to share this content with other schools in the Program.
By choosing to share this content with other teachers and Partner Schools on the Platform, you are granting us a royalty-free license under a Creative Commons Attribution 4.0 License ("CC License"). This license allows Summit Learning and others to make the content available to other Partner Schools and Users.
Teachers are in control of this sharing and can choose not to share or to turn off sharing for previously shared content. Turning off sharing for previously shared content means that going forward, your content will be available to only Licensed Users within your Partner School. You can also delete your content, but deletion will not prevent use by those who have copied or used it prior to your deletion or revocation of sharing.
If you contribute Teacher Content under a CC License, you will ensure that your content does not contain any personally identifiable information of students and that you have the right and authority to grant the license and other such rights as may be necessary.
3.3 Service Change and Availability
Subject to the terms of our Program Agreement with schools and districts, we may change, suspend or end any aspect of the Services in our discretion. To the extent allowed under law, the changes will be effective without notice, but if they are material changes they will be effective upon notice provided to you or through the Services. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law or our Program Agreements with Partner Schools.
We reserve the right to limit your use of the Services. If we believe that you may be in breach of this User Agreement or law or are misusing the Services (e.g., violating Section 9 below), we reserve the right to temporarily or permanently restrict, suspend, or terminate your access to the Services. If you believe your Services have been wrongfully terminated or restricted, contact us using the contact information provided in Section 11 below.
3.5 Intellectual Property Rights
Subject to the terms of this User Agreement, we grant you a limited right to access the Services, and we reserve all of our intellectual property rights and other proprietary rights in the Services. Using the Services does not give you any right, title, or interest in our Services or the content or information made available through our Services that is not already yours. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Our logos and other trademarks, service marks, graphics, and logos used for our Services are trademarks or registered trademarks of ours or our licensors.
4. Disclaimer and Limit of Liability
4.1 No Warranty
TO THE EXTENT ALLOWED UNDER LAW, WE (AND OUR SERVICE PROVIDERS AND LICENSORS) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT THE DATA IS ACCURATE OR COMPLETE); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN "AS IS" AND "AS AVAILABLE" BASIS.
SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.
4.2 Exclusion of Liability
TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS WE HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), WE (AND OUR SERVICE PROVIDERS AND LICENSORS) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT). IN NO EVENT SHALL SUMMIT LEARNING'S LIABILITY (AND THE LIABILITY OF OUR SERVICE PROVIDERS AND/OR LICENSORS) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, ONE HUNDRED DOLLARS ($100).
THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF WE AND OUR SERVICE PROVIDERS AND/OR LICENSORS HAVE BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
THE LAWS IN SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU. IF YOU ARE A NEW JERSEY RESIDENT, OR A RESIDENT OF ANOTHER U.S. STATE THAT PERMITS THE EXCLUSION OF THESE WARRANTIES AND LIABILITIES, THEN THE LIMITATIONS IN SECTION 4 SPECIFICALLY DO APPLY TO YOU.
Either of us may terminate this User Agreement at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:
- Our rights to use and disclose your content and feedback;
- Sections 2.4(2), 3, 4, 5, 6, 7, 10, and 11; and
- Any amounts owed by either party prior to termination remain owed after termination.
6. Arbitration Agreement and Class Action Waiver
THIS SECTION CONSTITUTES AN ARBITRATION AGREEMENT (“Arbitration Agreement”); IT REQUIRES YOU AND GRADIENT LEARNING TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION, SO PLEASE READ IT CAREFULLY.
In the unlikely event we end up in a legal dispute, you and Gradient Learning agree that all Disputes, including Enforceability Disputes, will be resolved exclusively in binding arbitration on an individual basis, except that you and Gradient Learning are not required to arbitrate IP Disputes. Notwithstanding the foregoing, either you or Gradient Learning may bring an individual action in small claims court.
- A “Dispute” means a dispute, claim or controversy arising out of or relating to the Services or this User Agreement; or whether that dispute is (1) based on past, present or future events and includes claims and disputes that arose between the parties before the effective date of this User Agreement; and (2) in tort, contract, warranty, state, regulation, or other legal or equitable basis.
- An “Enforceability Dispute” means a Dispute relating to the interpretation, applicability, or enforceability of this Arbitration Agreement, including the formation of the contract, the arbitrability of any Dispute, and any claim that all or any part of this agreement is void or voidable.
- An “IP Dispute” means a Dispute relating to the ownership or enforcement of intellectual property rights.
- Waiver of Jury Right. YOU AND GRADIENT LEARNING ARE EXPRESSLY GIVING UP ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE, EXCEPT AS EXPRESSLY PROVIDED IN THIS ARBITRATION AGREEMENT. The arbitrator’s decision will be final and binding on both you and us, subject to review solely on the grounds set forth in the Federal Arbitration Act (“FAA”).
- Waiver of Class or Consolidated Actions. YOU AND GRADIENT LEARNING AGREE THAT ALL DISPUTES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS. The validity of this waiver – and whether an action may proceed as a class, collective, or representative action – must be decided by a court.
6.3 Initiating a Dispute
To initiate a Dispute, a party must send to the other party written notice of that Dispute containing: (a) the name, address, and contact information of the party giving notice; (b) the facts giving rise to the Dispute; and (c) the relief requested. Notices sent to Gradient Learning must be sent by mail to the address provided in Section 11 of this User Agreement.
You and we agree that we shall (in good faith) meet and attempt to resolve the Dispute within 30 days. If the Dispute is not resolved during that time period, then you and a representative of Gradient Learning shall (in good faith) meet and attempt to resolve the Dispute through non-binding mediation with a mutually agreed-upon mediator within 30 additional days. If you and we do not reach an agreement to resolve the dispute within that 60-day period, you or we may commence an arbitration proceeding or file a claim in small claims court.
6.4 Arbitration Rules and Procedure
- Rules. The FAA governs the interpretation and enforcement of this Arbitration Agreement. Judicial Arbitration & Mediation Services, Inc. (“JAMS”) will administer the arbitration before a single arbitrator, and the arbitration will be initiated and conducted according to the Streamlined Arbitration Rules and Procedures (the “JAMS Rules”), to the extent they are not inconsistent with the terms of this Arbitration Agreement. The JAMS Rules and instructions about how to initiate an arbitration are available at https://www.jamsadr.com/rules-streamlined-arbitration (as of the date of this agreement) or 1-800-352-5267.
- Fees. Pursuant to the JAMS Consumer Arbitration Minimum Standards, Gradient Learning will bear all costs of the arbitration (including any JAMS Case Management Fee and all professional fees for the arbitrator’s services), except for the filing fee if you are the party initiating the arbitration.
- Manner and Location of Arbitration. You may choose to have the arbitration conducted by telephone, in writing, online, or in person. If in person, you may choose to have the arbitration conducted (a) in San Mateo County, California, (b) in the county where you live, or (c) at another location that you and we agree upon.
6.5 Opt out
You may opt out of this Arbitration Agreement by notifying us no later than 30 days after first becoming subject to it. Your notice must include your name, address, and a clear statement that you want to opt out of this Arbitration Agreement. Notices sent to Gradient Learning must be sent by mail to the address provided in Section 11 of this User Agreement.
If any portion of this Arbitration Agreement is found to be unlawful, void or for any reason unenforceable, then that portion shall be severed and the remainder of this Arbitration Agreement shall be given full force and effect.
7. General Terms
If a court with authority over this User Agreement finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this User Agreement.
7.2 Entire Agreement
7.3 No Waiver
If we don't act to enforce a breach of this User Agreement, that does not mean that we have waived our right to enforce this User Agreement. Any waiver by us must be in writing.
You agree that the only way to provide us legal notice is at the addresses provided in Section 11 below.
8. For Caregivers
If, as a Caregiver of a Student User, you provided contact information to your school, your account (“Parent Account”) will be set up by your Student User’s teacher or Partner School. At the direction of your school, we may send an invitation to you to log in to your Parent Account via the contact information that your Student User’s teacher or Partner School provided to us to set up your Parent Account. The invitation may be sent via email or SMS text message. [Note: Your carrier may charge you fees for text messages.] We may also send you, informational text messages, including, but not limited to, messages: (1) providing information related to your student’s use of the Services; (2) supplying information that you request; or (3) responding to your inquiries regarding your account or use of the Services. If you, as a Caregiver, provide your telephone number to your student’s school, you are consenting to Gradient Learning (on behalf of and at the direction of your student’s school) sending informational text messages closely related to your school’s mission.
9. Service Rules: You agree
- That you will: (1) Comply with all applicable laws, including, without limitation, privacy laws, publicity laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements; and (2) Provide accurate information to us.
- That you will not: (1) Use or attempt to use another's account or share your account with another; (2) Use the Services in violation of applicable law or any school policies; (3) Disable, circumvent or intentionally bypass any security feature, access controls or use limits of the Services; (4) Disclose information that you do not have the right to disclose (such as confidential information of others); (5) Violate the intellectual property rights or other proprietary rights of others; (6) Post anything that contains software viruses, worms, or any other harmful code or interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack); (7) Imply or state that you are affiliated with or endorsed by Summit Learning without our express consent; (8) Rent, lease, loan, trade, sell/resell or otherwise monetize the Services or access to them; and/or (9) Use the Services to degrade others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, orientation or identity, disability, or other classification.
10. Complaints Regarding Content (DMCA)
We respect the intellectual property rights of others. We require that content posted by Licensed Users be not in violation of the intellectual property rights of third parties. Please see our Digital Millennium Copyright Act (DMCA) Notification Guidelines in the Help Center for more information. If you believe your intellectual property rights have been violated through the Services, information on how to contact us is available through our DMCA Notification Guidelines.
11. How To Contact Us
You can also reach us by mail at Gradient Learning c/o Procopio at 818 W. Seventh Street, Suite 930, Los Angeles, CA 90017, and by email at firstname.lastname@example.org.
12. Privacy and Security