Terms of Service
The TopGPA Foundation
1. Acceptance of Terms
The TopGPA Foundation ("TopGPA" or "us" or "we") welcomes you to our website at www.topgpa.com and www.topgpa.org. We provide an online application, TeacherCMS, that is designed to help teachers, students, school staff, and parents share information about the classroom materials and school related information. We refer to our online application and our website together as the "Service".
By using or accessing any part of the Service, you are agreeing to these Terms of Service and all other policies or notices posted by us on our website.
If you don't agree to these Terms of Service, please don't use the Service. We can change these Terms of Service at any time. It will be your responsibility to review the new Terms of Service to see if you agree with the new terms as it creates a binding legal agreement between you and TopGPA. If you use the Service after we've changed any of the Terms of Service, you are agreeing to all of the changes. Again, if you do not agree, please don't use the Service.
2. Permission to Use the Service
You have our permission to use the Service, but only if you are using the Service for your own personal school-related purposes and not for commercial purposes; you do not copy the Service or any part of the Service; you do not modify the Service or any part of the Service; You may not (and you agree not to) use, copy, distribute, transmit, broadcast, sell, or do anything else with the Service for any other purpose; and you follow all the rules and restrictions we've spelled out in these Terms of Service.
You may electronically copy and print, in hard copy form, information made available by the Service for the sole purpose of reviewing your (or your child's) personal school data, school notices, school homework assignments, or any other documents posted to the Service for your use. Any other use of materials on this Service, including reproduction for purposes other than those noted above, modification, distribution, or re-publication, without the prior written permission of TopGPA or the applicable teacher or school administrator is strictly prohibited.
We reserve the right to discontinue any aspect of the Service at any time.
3. Accounts; Passwords; Security
You will need an account in order to use the Service. You may not use someone else's account without permission. When you are setting up your account, you must give us accurate and complete information. This means that you cannot set up an account using someone else's name or contact information. You have complete responsibility for your account and everything that happens on your account. This means you need to be careful with your password. If you find out that someone is using your account without your permission, you must let us know immediately. We are not liable for any damages or losses caused by someone using your account without your permission. We (or anyone else) suffer any damage due to the unauthorized use of your account, you may be liable. We can terminate your account at any time without notice to you.
4. Intellectual Property Rights in User Content
You are solely responsible for any User Content you post to the Service, and the consequences of posting or publishing it. By "User Content", we mean any Content you post to the Service. "Content" means information, data, text, graphics, messages, interactive features, or any other materials. When we say "post", we include posting, uploading, sharing, submitting or otherwise providing User Content in any manner in connection with the Service.
If you post User Content, you are making a guarantee to us that you either own all the Content you are posting, or you have the right to post the Content. Furthermore, you are guaranteeing that you have the right to allow us to make your User Content available for others to view and use as part of the Service (subject to the privacy restrictions in the Service). If you do not have these rights, do not post the Content. By posting your User Content, you do not lose any ownership rights you may have to it. However, you do grant us a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content only in connection with the Service. This grant includes the right to aggregate your User Content with other User Content for the purpose of compiling information regarding users of the Service as a whole.
You also grant each user of the Service a non-exclusive license to access your User Content through the Service and to use, copy, print, distribute, display and perform your User Content as permitted through the functionality of the Service (subject to the privacy restrictions in the Service and any copyright notices you include in your User Content) and under these Terms of Service. Once you remove your User Content from the Service (which you have the right to do at any time), these licenses will no longer apply. The only exception is that if someone made or distributed a copy of your User Content while it was still on the Service, that person will still be allowed to use the copy.
5. Restrictions on User Content and Your Conduct
You may not:
(i) use our Service for any illegal purpose;
(ii) use our Service to harm minors in any way, including posting User Content that violates child pornography laws, child sexual exploitation laws, or any other laws protecting children;
(iii) submit User Content that you don't have the right to submit, unless you have the owner's permission; this includes someone else's private information (such as passwords, home addresses, personal phone numbers), as well as material covered by someone else's copyright, trade secret, privacy, publicity, or any other proprietary right;
(iv)publish or distribute pictures of others or yourself without appropriate permission;
(v) forge headers or manipulate other identifiers in order to disguise the origin of any User Content you submit;
(vi) submit any User Content that contains lies, falsehoods or misrepresentations that could damage us or anyone else;
(vii) submit User Content that is illegal, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;
(viii) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
(ix)impersonate anyone else or lie about your affiliation with another person or entity;
(x)use meta tags or any other "hidden text" utilizing any of our or our suppliers' product names or trademarks;
(xi) upload, launch, post, email or transmit any material (including any bot, worm, scripting exploit or computer virus) that is likely to harm or corrupt our Service, or harm or corrupt our or anyone else's computer systems, or data;
(xii) collect or gather other people's personal information (including account information) from our Service;
(xiii) submit User Content which disparages or our partners, vendor or affiliates; or
(xiv) solicit, for commercial purposes, any users of our Service.
We have the sole right, but not necessarily the obligation, to delete at any time any User Content that violates these rules or that we believe to be inappropriate for any reason. Furthermore, if you violate any of these rules, we may terminate your account and access to the Service and take any other action against you that we think is necessary.
6. We Are Not Responsible for User Content and/or Any Third Party Content
We generally do not review any of the User Content posted by our users. We do not endorse any User Content or support any views, opinions, recommendations, or advice that may be in user submissions. User Content comes from a variety of sources, and we make no promises about the reliability of any source or the accuracy, usefulness, safety, or intellectual property rights of any user submission. You may be offended by User Content that you see on the Service. You may find some of it to be inaccurate, offensive, indecent, or objectionable. However, you agree not to hold us responsible in any way for your use of our Service, including your exposure to User Content.
Our Service may contain links to other websites that we don't own or control. We are not responsible for any of these Third Party Content in other websites. You will not hold us responsible for any aspect of these Third Party Content in other websites, including their content, privacy policies, or anything else.
7. Proprietary Rights
TopGPA and its suppliers retain all right, title and interest (including all copyright, trade secret, patent and other rights) in and to the Service (including its interface and any underlying software or technology) and Content which is included in the Service (other than User Content). We reserve all rights in and to the Service unless we expressly state otherwise. The Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
The Service may include text, images, and other Content of TopGPA or third-parties ("Licensed Content") which you are permitted to use in connection with the Service; you may use such Licensed Content only in connection with use of the Service and only as expressly permitted and you may not otherwise remove, copy, use or distribute any such Licensed Content apart from the Service.
You may not decompile, reverse engineer, disassemble, or otherwise reduce the Service to a human-perceivable form, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not modify, sell, rent, lend, lease, transfer, resell for profit, distribute or create derivative works based upon the Service.
All brand, product and service names used in the Service which identify TopGPA or its suppliers and their proprietary products and services are the trademarks or service marks of TopGPA or its suppliers. Nothing in this Service shall be deemed to confer on any person any license or right on the part of TopGPA or such supplier with respect to any such image, logo or name.
If you download or share a copy of anything on or created using the Service, you must not delete, erase, or remove any logos or notices (such as copyright notices) that are on the item you download. You also understand that certain items may not be reprinted without the permission of the author. Similarly, you agree not to disable, interfere, or try to get around any of the features of the Service related to security, preventing or restricting use or copying of any Content, or enforcing the limits on the use of the Service or the Content on the Service.
We respect the intellectual property rights of others. You may not use our Service to infringe anyone else's copyright or other intellectual property right. If we find out that you are infringing, we will remove your User Content. We do not have to give you notice that we are removing your User Content.
If you believe that something on our Service violates your copyright, notify our Legal Department in writing.
Legal Department
The TopGPA Foundation
20723 Greenleaf Dr.
Cupertino, CA 95014
Phone: (408) 829-8600
E-Mail: legal@topgpa.com
8. FERPA
Please be aware that the Service and all User Content may be subject to the Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. 1232g; 34 CFR Part 99). FERPA is a Federal law that applies to student education records. Detailed information about FERPA is available on the U.S. Department of Education website at http://www.ed.gov/policy/gen/guid/fpco/ferpa/index.html
9. Warranty Disclaimer
USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TOPGPA AND ITS AFFILIATES, SUPPLIERS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
TOPGPA AND ITS AFFILIATES, SUPPLIERS AND PARTNERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THAT THERE WILL BE NO ERRORS IN THE SERVICE OR THAT TOPGPA WILL FIX ANY ERRORS. ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICE ARE PROVIDED AT YOUR OWN DISCRETION AND RISK, AND TOPGPA SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES OR OTHER DESCTRUCTIVE CODE RESULTING FROM USE OF THE SERVICE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER LAW, TOPGPA AND ITS AFFILIATES, SUPPLIERS AND PARTNERS HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE) FOR ANY direct, indirect, INCIDENTAL, special, punitive, or CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE OR PROFIT) ARISING from or related to YOUR USE OF THE SERVICE OR any content provideD BY OR THROUGH THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THIS FOREGOING LIMITATION APPLIES TO DAMAGES ARISING FROM (i) your USE OR INABILITY TO USE our SERVICE; (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY FAILURE OF THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR USER CONTENT OR DATA; (iv) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE SERVICE OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. Indemnity
You agree to indemnify and hold harmless TOPGPA and its affiliates, suppliers, partners, officers, agents, and employees from and against any claim, demand, losses, damages or expenses (including reasonable attorney's fees) arising from any User Content posted by you, your use of the Service, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of any third-party. Your indemnification obligation will survive these Terms of Service and your use of the Service.
12. Termination
We may terminate your permission to use the Service immediately and without notice upon any violation of these Terms of Service, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems or for engagement by you in fraudulent or illegal activities.
We may terminate or suspend the Service or any part of the Service or your use of the Service, at any time without cause without any liability to you. We may also report any violation of these Terms of Service, including any violation with respect to User Content, to your classroom teacher or your school and remove any of your User Content as directed by your classroom teacher or your school, without any liability to you. Upon any termination we may delete your account, passwords and User Content and bar you from further use of the Service. You agree that we will have no liability to you or any third party for termination of your account, User Content or access to the Service.
Upon termination of Service, the following sections will survive: section 1, 4, 6, 7, 8, 9, 10, 11, 12, and 13.
13. General Terms
These Terms of Service are governed by laws of the state of California, without respect to its conflict of laws principles. The sole jurisdiction and venue for any claim arising from the Service and these Terms of Service shall be the state and federal courts located in, or serving, Santa Clara County, California and each party hereby consents to the exclusive jurisdiction and venue of such courts. These Terms of Service, together with any other legal notices we have published on the Service, constitute the entire agreement between you and us regarding this Service. If a court having proper authority decides that any portion of these Terms of Service is invalid, only the part that is invalid will not apply. The rest of these Terms of Service will still be in effect. If we waive any of our rights under these Terms and Conditions in any particular instance, it does not mean that we are waiving our rights generally or in the future. Furthermore, just because we may not enforce all our rights all of the time, it does not mean that we are waiving our rights. We may decide to enforce them at a later date. These Terms of Service, and any rights and licenses granted under these Terms of Service, may not be transferred or assigned by you, but may be assigned by us without restriction.