TERMS OF USE

Last Updated: May 25, 2020

These Terms of Use ("Terms of Use") govern your use of the Open Parachute Software as a Service (the "Service"), including all user manuals, technical manuals, and any other materials provided by Open Parachute, in printed, electronic, or other form, that describe the Service or its use or specifications (the "Documentation") provided to you, the student, student’s parent, teacher or School administrator ("you", or "your") for use pursuant to and subject to the software as a service agreement (the "SaaS Agreement") between Open Parachute Ltd. ("Open Parachute") and your school, district, teacher, or other person or entity (collectively “School”) who controls your use of the Services. PLEASE READ THESE TERMS OF USE CAREFULLY.

In addition to these Terms of Use, please review Open Parachute’s Privacy Policy, which describes our practices related to collection and use of your information to provide the Service. These Terms of Use apply to our Privacy Policy as well.

This Service may be purchased by Schools that use our Services for educational purposes. When Open Parachute contracts with a School to provide the Service, we may collect or have access to student data, which may be provided by the School or by the student. We consider such student data to be strictly confidential and in general do not use such data for any purpose other than improving and providing our Services to the School or on the school's behalf. The collection, use and sharing of student data is governed by the SaaS Agreement and any applicable laws and regulations including, in the U.S., provisions of the Family Educational Rights and Privacy Act ("FERPA"), the Children's Online Privacy Protection Act ("COPPA") and applicable state laws. Please refer to the Open Parachute Privacy Policy.

BY CLICKING THE "ACCEPT" BOX, YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY YOUR SCHOOL TO ACCESS AND USE THE SOFTWARE; AND (ii) ACCEPT THESE USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CHECK THE BOX "ACCEPT" AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SERVICES.

Your Information. To access the Service, you will need to register an account using your name and your e-mail address. In some instances, we will create the account on your behalf, and in those instances your School would have provided such personally identifiable information to us on your behalf (please see our Privacy Policy (link) for more information on our practices related to collection and use of your data), and you agree to our use of such information. If you become aware that an unauthorized third party is using your information to interact with the Service, you must promptly notify your School of such use. You agree that we will not be liable for any loss or harm that you incur if someone else uses your information to interact with the Service, either with or without your knowledge, and that you will be solely responsible for such use, whether or not you authorized the use. You are solely responsible for maintaining and protecting your username and password.

Authority. Open Parachute does not sell the Service to children. If you are under eighteen (18) years of age, you may use the Service only with the involvement and consent of a parent, legal guardian, or at the direction of your School. Your School may impose additional policies regarding the use of the Service, with which you must comply. The U.S. Children's Online Privacy and Protection Act ("COPPA") requires that online service providers obtain verifiable parental consent before collecting personal information from children under 13. If you are a School providing the Service to children under 13, you represent and warrant that you have the authority to provide consent on behalf of parents for Open Parachute to collect information from students under 13 before allowing such students to access our Service. We recommend that all Schools provide appropriate disclosures to students and parents regarding the use of our Services and that they provide a copy of our Privacy Policy to parents.

Access and Use. Subject to your strict compliance with these Terms of Use, Open Parachute hereby grants you a non-exclusive, non-transferable, non-sublicensable, right to access and use the Services solely in accordance with the Documentation as provided by your School and for educational purposes only. The foregoing Services will terminate immediately on the earlier to occur of:

the expiration or earlier termination of the SaaS Agreement between Open Parachute and your School; or

your ceasing to be authorized by your School to use the Services for any or no reason.

Use Restrictions. You shall not, directly or indirectly:

use the Services or Documentation except as set forth in Section 3;

copy any software related to the Services or Documentation, in whole or in part;

modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services or any part thereof;

combine the Services or any part thereof with, or incorporate the Services or any part thereof in, any other programs;

reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof; 

remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Services or Documentation, including any copy thereof;

rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Services or any features or functionality of the Services, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of your School, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

use the Services or Documentation in violation of any law, regulation, or rule; or

use the Services or Documentation for purposes of competitive analysis of the Services, the development of a competing software product or service, or any other purpose that is to the Open Parachute's commercial disadvantage.

Compliance Measures.

The Services may contain technological copy protection or other security features designed to prevent unauthorized use of the Services, including features to protect against use of the Services beyond the scope of the license granted to pursuant to Section 3; or prohibited under Section 4.

You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

Collection and Use of Information.

Open Parachute may, directly or indirectly through the services of others, collect and store information regarding use of the Services or through which it otherwise is accessed and used, by means of (i) providing maintenance and support services and (ii) security measures included in the Services as described in Section 5.

You agree that the Open Parachute may use such information for any purpose related to any use of the Services by you, including but not limited to: (i) improving the performance of the Services or developing updates; and verifying compliance with the Terms of Use and enforcing Open Parachute's rights, including all intellectual property rights in and to the Services. 

Intellectual Property Rights. You do not acquire any ownership interest in the Services under these Terms of Use, or any other rights to the Services other than to use the Services in accordance with the SaaS Agreement, subject to all terms, conditions, and restrictions of these Terms of Use. Open Parachute shall retain its entire right, title, and interest in and to the Services and all intellectual property rights arising out of or relating to the Services, subject to the right to access and use the Services  expressly granted to Your School in the SaaS Agreement. You shall use commercially reasonable efforts to safeguard all Services (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

Not for Medical Advice or Treatment. You understand that (i) all information provided by the Service, is educational in nature and is provided only as general information and is not medical advice, diagnosis or treatment; (ii) the Service shall not be used as a substitute for consultation with a professional psychologist or other professional health or medical provider, and should not be relied upon as medical or any other professional advice of any kind or nature whatsoever; (iii) all information provided through our Services does not replace, the relationship that exists between you and your psychologist, mental health professional, teacher, or professor.

DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OPEN PARACHUTE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

DISCLAIMER OF LIABILITY. IN NO EVENT WILL OPEN PARACHUTE BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICES AND SOFTWARE. YOU ARE PROVIDED THE SERVICES PURSUANT TO THE SAAS AGREEMENT BETWEEN OPEN PARACHUTE AND YOUR SCHOOL, SOLELY FOR THE BENEFIT OF YOUR SCHOOL AND AT YOUR SCHOOL'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT SAAS AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY OPEN PARACHUTE OR ITS AFFILIATES, OR ANY OF ITS OR OPEN PARACHUTES OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SERVICES OR THE SOFTWARE SHALL BE SOLELY TO THE SAAS AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OPEN PARACHUTE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OPEN PARACHUTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL OPEN PARACHUTE OR ITS SUBSIDIARIES, PARENT COMPANIES, AFFILIATES, LICENSORS, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR THIRD-PARTY PARTNERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE OPEN PARACHUTE SERVICE (WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE OPEN PARACHUTE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS LESSER.

Export Regulation. The Service may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Service to, or make the Service or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Service available outside the US.

Governing Law. These Terms of Use are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of California.

Changes to These Terms of Use. Open Parachute reserves the right to change these Terms of Use from time to time, with or without notice to you. If you continue to use the Service, you consent to the new Terms of Use. Any changes to these Terms of Use will become effective on the “Effective Date” indicated above. If you continue to use the Service after the Effective Date, you consent to the new Terms of Use. Open Parachute will always have the latest Terms of Use posted on the Service.

CONTACT US. If you have any questions about these Terms or our Service, please feel free to contact us by email at info@openparachuteschools.com.