Terms of Service

Thank you for using the Charter.Tools web application! In order to maximize the utility of this site and to benefit your fellow users, we ask that you follow a few rules. This site is designed for users who are applying to open a Charter School or users who already operate a Charter School and for Authorizers who review applications or oversee compliance (“Authorizer”). For the sake of clarity, Authorizer used herein refers to the administrative body in your state or school district that was granted the authority to oversee and enforce local charter school laws

In order to use the site, you must agree to comply with these terms and all applicable Authorizer rules and regulations and applicable local, state and federal laws.

In addition, by using the site you agree not to:

impersonate any person or entity, or falsely state or otherwise misrepresent yourself, or your affiliation with any person or entity;
solicit, harvest or collect personal information from any other user;
intimidate, harass, or “stalk” another; or
use the site for any illegal or fraudulent purpose.

If you post any content to the site, you agree not to place hyperlinks to, upload, post, transmit, share, store or otherwise make available:

any content that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
any content that contains nudity, violence, or offensive subject matter or contains a link to an adult website;
any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
any content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party (including without limitation rights of privacy and publicity), or that would otherwise create liability or violate any local, state, national or international law;
any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or
any content that, in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the site, or which may expose your Authorizer or Critical Elements LLC or its users or members to any harm or liability of any type.

Lastly, you agree not to:

Interfere with or disrupt the operation of the site or the servers or networks used to make the site available;
Restrict or inhibit any other person from using the site (including without limitation by hacking or defacing any portion of the site);
Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the site;
Remove any copyright, trademark or other proprietary rights notice from the site or materials originating from the site;
Frame or mirror any part of the site without our express prior written consent;
Create a database by systematically downloading and storing site content; or
Resell or attempt to resell any aspect of the site, whether for profit or otherwise.

Registration

In order to use the services offered on the site you must register. During the registration process, you will specify a username, your email address and a password. You are solely responsible in all respects for all use of and for protecting the confidentiality of your credentials. You agree to notify us immediately of any unauthorized use of your credentials and any other suspected breach of security regarding the site. We and Authorizer are not liable for any loss or damage arising from the unauthorized use of your credentials.

Site Content.

All content on the site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement, are the proprietary property of Critical Elements, its users or its licensors with all rights reserved. You are granted a limited license to access and use the site and solely for your personal use. Any use of the site or the site content other than as specifically authorized herein, without the prior written permission of Critical Elements, is strictly prohibited and will terminate the license granted herein.

User Content.

As a registered user, you may submit content to the site while using the services offered by the site. You are solely responsible for any content that you upload, publish, display, or link to (hereinafter, “post”) on or through the site, or transmit to or share with other users (“User Content”). We and Authorizer have no ability to control User Content posted on the site, but we reserve the right to modify or remove, at our discretion, any User Content posted by you to the site. By posting User Content to any part of the site and/or in any hyperlink you represent and warrant that you have obtained the necessary rights to post such User Content and such posting does not infringe any third party’s rights.

Third Party Content and Services.

Other users or third parties may make services or goods available through the site. You understand that Critical Elements and Authorizer do not verify the qualifications of such users or third parties, nor do we evaluate or control in any ongoing manner exchanges between you and such third parties. Critical Elements and Authorizer cannot and do not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, legality or applicability of anything said, written, posted, displayed or otherwise made available by any other user.

You understand that you may be exposed to content that you find offensive to you, and that you use the site at your own risk.

Please use caution and common sense when interacting with other users. By interacting with other users or third parties, you agree to accept the risks associated with such dealings and that Critical Elements and your Authorizer (along with our and their respective officers, directors, agents, subsidiaries, joint ventures and employees) are not responsible for any and all acts or omissions of users on the site.

Suspension, Termination.

If you violate any of the terms in this Agreement, Critical Elements may suspend or terminate your use of the site. YOU AGREE THAT CRITICAL ELEMENTS AND AUTHORIZER SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR REMOVING YOUR USER CONTENT OR SUSPENDING OR TERMINATING YOUR ACCESS TO THE SITE (OR ANY PORTION THEREOF). If your participation in or access to the site is discontinued at any time, Critical Elements may continue to use your User Content as set forth in these Terms.

Privacy Policy.

We care about the privacy of our users. Use of the site is governed by our Privacy Policy, which is hereby incorporated into this Agreement by reference. By using the site or the Service, you are consenting to have your personal data transferred to and processed in the United States.

Proprietary Rights.

The site is protected to the maximum extent permitted by copyright laws and international treaties. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work is prohibited without the express written consent of Critical Elements.

All contents on the site (except User Content and Authorizer content) are Copyright © 2014 Critical Elements LLC or our partners. All rights reserved. Critical Elements and the Critical Elements logo are trademarks of Critical Elements. All other trademarks are property of their respective companies. All trademarks and registered trademarks are protected by US and international trademark laws.

Modifications to or Discontinuation of Site.

Critical Elements reserves the right to modify or terminate the site with or without cause at any time and effective immediately. Critical Elements shall not be liable to you or any third party for termination. Should you object to any terms and conditions of the Agreement or any subsequent modifications thereto or become dissatisfied with the site in any way, your only recourse is to immediately discontinue use of the site. Upon termination of the site, your right to use the site immediately ceases. You shall have no right and Critical Elements will have no obligation thereafter.

Disclaimers.

Critical Elements and Authorizer are not responsible or liable in any manner for any User Content or Third Party Content linked to or posted on or through the site or any hyperlink. Critical Elements does not monitor, control or have knowledge of any User Content transmitted through the site and is not responsible for what users contribute to the site or any hyperlink and is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter as a result of the services offered by the site or in connection with any hyperlink, User Content, or Third Party Content. Critical Elements and Authorizer are not responsible for the conduct, whether online or offline, of any user of the site.

Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Critical Elements.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

THE SITE AND ALL CONTENT ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER.
USE OF THE SITE IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL CRITICAL ELEMENTS OR AUTHORIZER BE LIABLE TO YOU ON ACCOUNT OF (i) ANY USER CONTENT, (ii) YOUR USE OR MISUSE OF OR RELIANCE ON THE SITE, OR (iii) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF CRITICAL ELEMENTS OR ITS LICENSORS OR AUTHORIZER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT SHALL THE LIABILITY OF CRITICAL ELEMENTS AND AUTHORIZER OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES EXCEED $100. SUCH LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

Indemnity.

You agree to indemnify and hold Critical Elements, its subsidiaries and affiliates, Authorizer, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any User Content, any Third Party Content you link to, post or share on or through the site, your use of the site, your conduct in connection with the site or with other users of the site, or any violation of this Agreement or of any law or the rights of any third party.

Miscellaneous.

Entire Agreement - These Terms of Use constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

Contact Information - Any questions regarding these Terms and Conditions should be directed to: [email protected]

Headings, Titles - The section titles in this Agreement are for convenience only and have no legal or contractual effect.

Waiver and Severability of Terms - The failure of Critical Elements to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Critical Elements. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

Statute of Limitations - You and Critical Elements agree that any cause of action arising out of or related to this service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. Some jurisdictions may prohibit the shortening of the time period in which a cause of action must be brought. In all such jurisdictions, the applicable time period shall be the minimum allowed by law.

Choice of Law and Forum - This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, excluding its conflict of law provisions. You and Critical Elements agree to submit to the exclusive jurisdiction of the courts of the State of Washington.

Modification - We reserve the right to modify these terms from time to time, for any reason, without notice and such modifications will be made available on our site. Use of our site constitutes (1) acknowledgement by you of our modifications, and (2) an agreement by you to abide and be bound by these terms and their modifications.

Copyright Claims.

If you are a copyright owner or an agent thereof and believe that any User Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our designated Copyright Agent to receive notifications of claimed infringement is:

By mail:

By email at [email protected]

For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Critical Elements at [email protected]. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

If you believe that content or a submission of yours that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such content or submission, you may send a counter-notice containing the following information to the Copyright Agent:

Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and
Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in King County, Washington, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that the removed content may be replaced or no longer disabled in 10 business days.

Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.