TERMS AND CONDITIONS
ChartaCourse permits you to access its services only upon the condition that you accept all of these Terms Conditions. Please read these Terms and Conditions carefully, particularly the section entitled “Your Responsibilities,” since failure to comply with them could have serious consequences.
You acknowledge and agree that by clicking on the “accept” button or similar buttons or links as may be designated by ChartaCourse, that you have read, understood, and agreed with these Terms and Conditions and that you agree to be bound by them.
ChartaCourse reserves the right to modify, add to, change, or remove any part of these Terms at any time, with notice to you. Notice will be delivered to the email address provided by you during the registration process and you consent to ChartaCourse sending such notifications of modifications of these Terms to your email address. In case of any material change to these Terms, ChartaCourse will place a link on the Service login page entitled “Terms and Conditions Updated XX/XXXX” for no less than thirty (30) days. Except as outlined above, all changes to these Terms will be effective when posted (after a notice is sent to your email address), and your continued use of the Service after the sending of such notice will constitute your acceptance of, and your agreement to be bound by, those changes. If you do not agree to (or cannot comply with) the Terms as amended, your sole remedy is to stop using the Service.
If you are entering this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms and Conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates.
If you do not have such authority or if you do not agree to (or cannot comply with) these Terms and Conditions, then ChartaCourse is unwilling to permit you to access the service, and you should click on the “cancel” or similar button and decline to use the service.
1.1 “Account.” Anyone may register for a free account with www.chartacourse.com. Registering for an account does not grant the account-holder access to any courses.
1.2 “Subscription.” Account-holders may subscribe to courses upon the terms and conditions described herein. Subscriptions grant account-holders access to the course or courses to which the account-holder subscribes for the term specified.
1.3 “Course.” A course is a compilation of materials relevant to a particular topic of law.
1.4 “Service.” ChartaCourse makes available to subscribers materials relevant to the study of particular areas of law, organized as course topics. Subscribers have access only to course topics for which they have purchased a subscription. The availability of materials for course topics to which the subscriber has subscribed is “the Service.”
2. YOUR RESPONSIBILITIES.
2.1. By accepting these Terms and Condtions, you acknowledge that failure to comply with these responsibilities may have serious consequences, including affecting your bar eligibility.
2.2. You may not share your username or password with anyone else or set up a shared account.
2.3. You must notify ChartaCourse of any unauthorized use of your username or password.
2.4. You may not give, sell, license, sublicense, distribute, rent, lease or lend any content made available to you through the Service, or otherwise transfer in whole or in part any content made available to you through the Service, to another party.
2.5. You may not give, sell, license, sublicense, distribute, rent, lease or lend access to the Service, or otherwise transfer in whole or in part access to the Service to another party.
2.6. You may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Service.
3. The Service
3.1. In order to access the Service, you will be required to register with ChartaCourse by creating an account with a unique username and password. You are solely responsible for maintaining the confidentiality of your username and password and are responsible for all activities that occur under your username.
3.2. You may establish and maintain only one account with a particular ChartaCourse ID. You must provide your legal full name, a valid email address, and any other information requested. You must be human. Bots and other automated methods are not permitted for registration purposes.
3.3. Additionally, you agree to provide and maintain true, accurate, current, and complete information about yourself when you register for the Service (“Registration Data”) and to update this information to keep it accurate and complete. If you provide any information that is inaccurate or incomplete, or ChartaCourse has reasonable grounds to suspect that such information is inaccurate or incomplete, ChartaCourse reserves the right to suspend or terminate your use of the Service.
3.4. Registered account-holders may purchase subscriptions to one or more courses. During the term of the subscription, ChartaCourse grants to the subscriber a nontransferable, nonexclusive, worldwide right to access and use the Service subject to these Terms.
3.5. You agree that your purchase of the Service hereunder is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by ChartaCourse regarding future functionality or features.
3.6. ChartaCourse reserves the right to add, modify, discontinue, remove, or suspend temporarily, the Service (or any part thereof), including features and specifications of products described or depicted on the Service, in the Help Documentation, or the ChartaCourse website, at any time, with or without notice. “Help Documentation” as used herein, shall mean the description of the Services as set forth in the “Help” function of the Service, if such a function is available.
3.7. The Service is not fault-tolerant and is not guaranteed to be error free or to operate uninterrupted. ChartaCourse shall not be held liable for any direct or indirect consequences of failure of the Service
3.8. From time to time, ChartaCourse will update or upgrade the Service. You agree that ChartaCourse shall not be liable to you or to any third party for any modification or temporary suspension of the Service. Such modifications shall be in ChartaCourse’s sole discretion.
3.9. The Service is provided by ChartaCourse from a data center facility to which Subscribers have remote access via the Internet. You may connect to the Service using any Internet browser supported by the Service. You are solely responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access, or otherwise use the Service, which may include computers or other devices, operating systems, web browsers, payment of third-party fees (such as Internet service provider fees or airtime charges).
4. External sites or resources.
4.1. The Service may contain features designed to interoperate with external sites or resources. To use such features, you may be required to obtain access to such external sites or resources from their providers. Your use of such external sites or resources is subject to the terms and conditions of such external sites or providers. If such provider ceases to make their external sites or resources available for interoperation with the corresponding Service features on reasonable terms, ChartaCourse may cease providing such Service features without entitling you to any refund, credit, or other compensation. You acknowledge and agree that ChartaCourse is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such third party web sites or resources. You further acknowledge and agree that ChartaCourse shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
5. Communications and notices.
5.1. The Service requires that you receive certain communications from ChartaCourse such as service announcements and administrative messages. Since these communications are considered to be a part of the Service, you will not be able to opt-out of receiving them other than by terminating your use of the Service. ChartaCourse may provide you with notices, including those regarding changes to these Terms, by email or regular mail and ChartaCourse may also post such changes within the Service.
7. Chartacourse’s general practices regarding use and storage of data.
7.1. ChartaCourse reserves the right to limit file download and/or bandwidth capacity of any or all sites related to the Service in its sole discretion if it deems such limitation to be in the best interests of the operating performance. ChartaCourse may also establish general practices and limits concerning use of the Service, including, without limitation, the maximum number of days that uploaded Content will be retained by the Service following termination of an account and the maximum disk space that will be allotted on ChartaCourse’s servers. You agree that ChartaCourse has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that ChartaCourse reserves the right to log off Subscribers that are inactive for an extended period of time. You further acknowledge that ChartaCourse reserves the right to modify these general practices and limits from time to time.
8.1. You understand that the technical processing and transmission of the Service may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks and devices. You understand that the Service may include security components. You agree not to attempt to override or circumvent any of the usage rules or security features embedded into the Service.
8.2. You acknowledge that neither ChartaCourse, nor its third party providers, controls the transfer of data over the internet, and that the service may be subject to limitations, delays, and other problems inherent in the use of the internet. to the extent permitted under applicable law, ChartaCourse and its suppliers shall have no liability whatsoever for any loss suffered as a result of such a failure of the service or a breach of security involving the service, whether or not such loss or breach results from the deliberate, reckless, or negligent acts of any person or may have been foreseeable. ChartaCourse assumes no responsibility, and shall not be liable for, any damages to, or viruses that may damage, your computer equipment or other property on account of your access to or use of the service.
9.1. You agree to indemnify and hold ChartaCourse and its subsidiaries, officers, directors, agents, employees, partners, independent contractors, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Service, your connection to the Service, your violation of these Terms, or your violation of any rights of another person or entity.
10. Warranties and disclaimer of warranties.
10.1. ChartaCourse Warranties. ChartaCourse warrants that: (i) ChartaCourse has validly entered into these Terms and has the legal power to do so; (ii) the functionality of the Service will not be materially decreased during a Subscription Term (as defined below); and (iii) the Service will be provided in a manner consistent with generally accepted industry standards.
10.2. Your Remedies. You must notify ChartaCourse of any breach of its warranties within thirty (30) calendar days from the performance of the relevant Paid Service in order to receive warranty remedies. For breach of the express warranty set forth above, your sole and exclusive remedy shall be reperformance of the deficient Paid Service.
10.3. Your Warranties. You warrant that: (i) you have validly entered into these Terms and have the legal power to do so; (ii) you will not upload any file containing Malicious Code into the Service; and (iii) you will comply with all local rules regarding online conduct.
10.4. Disclaimer of Warranties. ChartaCourse and its suppliers disclaim all warranties with respect to performance, security, capability, currentness, or that: (i) the service will meet your requirements; (ii) the service will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the service will be complete, accurate, or reliable; (iv) the quality of any services, information, or other material(s) obtained by you through the service will meet your expectations; or (v) any errors or defects in the service or ChartaCourse technology (as defined below) will be corrected. except for the express limited warranties set forth in this section, to the maximum extent permitted by applicable mandatory law, ChartaCourse and its suppliers provide the service to you on an “as is” basis without any warranties of any kind. The above warranty is exclusive and in lieu of all other warranties, whether express or implied, statutory, or in any other provision of these terms, or communication with you including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and noninfringement of intellectual property rights. Under no circumstances shall ChartaCourse and its suppliers be liable for any unauthorized use of the service. No advice or information, whether oral or written, obtained by you from ChartaCourse or through or from the service shall create any warranty not expressly stated in these terms.
11. Limitation of liability.
11.1. To the maximum extent permitted by applicable mandatory law, you can recover from ChartaCourse and its suppliers only direct damages up to the amount you paid for the service. You cannot recover any other damages, including lost profits or business opportunities, loss of use, business interruption, loss of data, consequential, special, indirect, incidental, or exemplary damages. This limitation applies to (i) anything related to the Service, Content, or third party programs, sites, and resources; and (ii) claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. It also applies even if (i) any remedy fails of its essential purpose; (ii) ChartaCourse knew or should have known about the possibility of the damages; or (iii) ChartaCourse has been advised of the possibility of such damages. Some countries and states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you, in which case ChartaCourse shall be entitled to the maximum limitations on damages and liability available at law and in equity by such applicable law in such particular circumstance.
12. Chartacourse’s intellectual property.
12.1. All right, title, and interest in and to the Service and ChartaCourse technology and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights, remains the property of ChartaCourse and its suppliers. “ChartaCourse Technology” means all of ChartaCourse’s proprietary technology including, but not limited to, software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, underlying structure, and other tangible or intangible technical material or information made available to you by ChartaCourse in providing the Service. You agree to keep the ChartaCourse Technology that is not publicly known confidential to yourself and not to disclose such information to others without ChartaCourse’s prior written approval. You are not granted any intellectual property rights, including, but not limited to, any trademarks or service marks of ChartaCourse or its suppliers. ChartaCourse retains all rights not expressly granted to you in these Terms. You shall not: (i) modify or create derivative works based upon the Service or ChartaCourse Technology; or (ii) reverse engineer, decompile or disassemble, or otherwise attempt to derive source code, object code, or underlying structure, ideas, or algorithms of the Service or ChartaCourse Technology, in whole or in part except and only to the extent that applicable law expressly permits.
12.2. All content created by ChartaCourse is copyrighted and will be protected to the fullest extent permissible by law.
12.3. Any person using a ChartaCourse chart for any purpose, who is given permission by the Company to upload materials to his or her own ChartaCourse page, warrants that all materials uploaded will be original with that person unless: (1) the materials are in the public domain; or (2) the person has secured written permission to reproduce and distribute the materials. In the event of any claim, action, or proceeding based upon an alleged violation of this warranty:
A. The person will promptly notify the Company; and
B. The Company will have the right to defend the same through counsel of its own choosing; and
C. The person will fully cooperate in the defense of this action; and
D. The person will indemnify the Company for 100% of all damages and legal fees and costs actually assessed against or otherwise incurred by the Company due to the person’s violations of this warranty.
13. Term and termination.
13.1. Term. The term of these Terms and Conditions shall commence on the day you accept these Terms and shall terminate on the day your Service is terminated.
13.2. Termination for Convenience. You may terminate your use of the Service at any time, which shall become effective upon ChartaCourse’s receipt of notice from you. You acknowledge and understand that ChartaCourse will not refund you any pre-paid fees in the event of termination for convenience.
13.3. Termination for Cause. You agree that ChartaCourse may terminate your use of the Service for any violation of these Terms including, without limitation, failure to pay for the Service.
13.4. Effect of Termination. Termination of your Service includes: (i) removal of access to the Service; and (ii) barring of further use of the Service. Upon termination, any fees owed for the remainder of the Subscription Term will become immediately due and payable. ChartaCourse will not refund any pre-paid fees for the Service.
13.5. Survival. All disclaimers in these Terms and Conditions shall survive termination.
14.1. The Service is sold as an annual subscription. The minimum Subscription Term shall be one (1) calendar year.
14.2. Paid Service Fees. Unless otherwise specified in the applicable Ordering Document: (i) Services are purchased as subscriptions and may be accessed by only the Subscriber. If you provide credit card information to ChartaCourse, you authorize ChartaCourse to charge such credit card for all Services set forth in an Ordering Document for the initial Subscription Term and any renewal Subscription Terms. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the Ordering Document. You are responsible for providing complete and accurate billing and contact information to ChartaCourse and notifying ChartaCourse of any changes to such information. Your credit card or other form of payment will be charged or otherwise debited in accordance with payment terms set forth in an Ordering Document. ChartaCourse will store your payment information (e.g., credit card number).
14.3. No Refunds or Credits. All fees are non-cancellable, non-refundable, and no credits will be given for partial months of the Service or months unused of a Service Subscription Term.
14.4. Taxes. ChartaCourse’s fees are exclusive of any taxes, levies, or duties. You are wholly responsible for any taxes that may arise out of your use of the Service.
15.1. You agree that any feedback or ideas you provided to ChartaCourse regarding the Service or any suggested improvements thereto (together, the “Feedback”) will be the exclusive property of ChartaCourse. To the extent you own any rights in the Feedback, you agree to assign, and hereby do assign, to ChartaCourse all right, title and interest in and to the Feedback. You agree to perform all acts reasonably requested by ChartaCourse to perfect and enforce such rights. ChartaCourse will reimburse you for direct out of pocket costs incurred in complying with its requests.
16. Confidential information.
16.1. Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose Confidential Information. “Confidential Information” means information of a confidential nature disclosed by a Disclosing Party to a Receiving Party hereunder, irrespective of the medium or form in which such information is disclosed. Confidential Information shall be information that: (a) is designated as being confidential to the Receiving Party by the Disclosing Party; (b) under the circumstances surrounding disclosure should be treated as confidential by the Receiving Party; or (c) by reason of its nature would be treated as confidential by a reasonable Receiving Party. For the avoidance of doubt, your registration information, the Service, Help Documentation, and these Terms are Confidential Information.
16.2. Exclusions. The Confidential Information of the Disclosing Party expressly excludes any information that the Receiving Party can demonstrate: (i) is already known by the Receiving Party at the time of disclosure by the Disclosing Party; (ii) was rightfully disclosed to the Receiving Party by a third party; (iii) is in the public domain at the time of disclosure or subsequently becomes a part of the public domain through no fault of the Receiving Party; (d) was independently ascertained or developed by or for the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party; (iv) was approved for public release by written authorization of the Disclosing Party; or (v) is required by law.
16.3. Care of Confidential Information. The Receiving Party shall: (i) restrict access to the Confidential Information of the Disclosing Party to only those persons who require such Confidential Information in order to fulfill a party’s obligation hereunder (in the case of disclosure to third parties, such third parties must sign confidentiality agreements with the Receiving Party containing protections no less stringent than those herein); (ii) protect the Confidential Information of the Disclosing Party against unauthorized use or disclosure with at least the same degree of care as the Receiving Party normally exercises to protect its own information of like character and importance, but no less than reasonable care; and (iii) not duplicate or reproduce the Confidential Information except as necessary. Upon termination or at any time upon the request of the Disclosing Party, any Confidential Information in the Receiving Party’s possession or subject to its must be returned or destroyed at the request of the Disclosing Party.
17.2. Headings. Headings under these Terms are intended only for convenience and shall not affect the interpretation of these Terms.
17.3. Waiver and Modification. No failure or delay of either party to exercise or enforce any of its rights under these Terms will act as a waiver of those rights. These Terms may only be modified, or any rights under it waived, by a written document executed by the party against which it is asserted. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Service shall be of no effect.
17.4. Severability. If any provision of these Terms is found illegal or unenforceable, it will be enforced to the maximum extent permissible, effect should be given to the parties’ intentions as reflected in the provision, and the legality and enforceability of the other provisions of these Terms will not be affected.
17.5. Relationship of the Parties. The parties are independent contractors. You and ChartaCourse agree that you are not agents, partners, or joint venturers, franchisee/franchisor, employee/employer, and that these Terms do not create any fiduciary duty or comparable relationship of trust between the parties.
17.6. No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
17.7. Export Restrictions. The Service is subject to United States export laws and regulations (“Export restrictions”). You must comply with all domestic and international export laws and regulations that apply to the Service. These laws include restrictions on destinations, end Subscribers, and end use. You agree by using the Service that: (i) you do not reside in a country subject to embargo or exports by the U.S. Government; (ii) you are not on the List of Denied Persons as published by the U.S. government; and (iii) you will not use the Service for any illegal purpose. Because the Service and related technical data are subject to U.S. export restrictions, you agree that you shall not upload, export, or “re-export” (transfer) the Service unless you have complied with all applicable U.S. export restrictions.
17.9. Force Majeure. A party is not liable for failure to perform the party’s obligations if such failure is as a result of: (i) an act of war, hostility, or sabotage; (ii) act of god; (iii) electrical, internet, or telecommunications outage that is not caused by the obligated party; (iv) government restrictions (including the denial or cancellation of any export or other license); or (v) other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than one (1) calendar month, either party may cancel unperformed Services upon written notice. This section does not excuse either party of its obligations to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the Services provided.
17.10. Remedies. You agree that any unauthorized use of the Service or the ChartaCourse Technology contained therein would result in irreparable injury to ChartaCourse, for which money damages would be inadequate. Therefore, in such event ChartaCourse shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you and to prevent any unauthorized use. Nothing contained in this section or elsewhere in these Terms shall be construed to limit remedies available pursuant to statutory or other claims that ChartaCourse may have under separate legal authority. You understand and agree that your cancellation of your ChartaCourse account is your sole and exclusive right and remedy with respect to any dispute with ChartaCourse.
17.11. Governing Law. These terms shall be governed by the laws of Minnesota. These Terms will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
17.12. Legal Effect. These Terms describe certain legal rights. You may have other rights under the laws of your state or country. These Terms do not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.
17.13. Other. ChartaCourse is a registered trademark of ChartaCourse LLC in the United States and/or various jurisdictions.