TERMS OF SERVICE
The following sets forth the agreement (this “Agreement”) between you and Higher Ground Education Hong Kong Limited (together with their affiliates, “HGE,” “we” or “us”) under which you may use HGE’s website and online services, including, without limitation, all visual interfaces, images, information, graphics, design, compilation, computer code, products, software, and services thereon, and HGE’s mobile application or any future mobile applications (the “Mobile Application”), and all other elements of the HGE services and other materials that are provided by or in connection with said services (collectively, the “HGE Services”).
Please read this Agreement carefully to ensure that you understand each provision.
Where permitted by applicable law, this agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.
“You” or “your” means a User of the Services. An “Individual User” as used in these Terms may be a student, parent, teacher or school administrator using the Services. Where applicable, “you” or “your” also means a school or school district/board or other educational institution otherwise known as an “Enterprise User”, with whom the User is associated either as a student, teacher, school or district/board administrator, or parent of a student and is authorized by the Enterprise User to use the Services (an “Authorized User”). The term “User(s)” as used herein will refer to all users of the Services: Individual Users, Authorized Users, and Enterprise Users.
In this Agreement, we use the word “Parent” to refer to both parents and legal guardians who are responsible for a student.
This Agreement may be updated from time to time. The most current version will supersede all previous versions.
Description of the Services
HGE’s mission is to mainstream and modernize Montessori education. One way that we can accomplish this mission is to make our high-quality, high-fidelity Montessori curriculum accessible through proprietary online platforms such as Altitude LMS and FreshGrade, and through third-party software such as Transparent Classroom, Microsoft Office, Gmail, Gsuite, Zoom, Mighty Networks, Mystery Science, Braze, Intercom, Segment, Amplitude, Mixpanel, and database query and logging tools.
You must be at least 18 years old to use the Services without parental consent and supervision. If you are not at least 18, you may use the Services only in conjunction with, and under the supervision of, your school or parent. If you are a student under the age of 18 years, you are prohibited from using the Services unless you have been invited and authorized to use the Services by your school with parental permission.
Provided that you fully comply with the terms and conditions of this Agreement, we grant to you a limited, personal, non-exclusive, non-transferable and non-sublicensable license to use the Services for your personal, noncommercial use only and as permitted by the features of the Services.
Personal Information and Student Data
“Personal Information” is any information that can identify a specific individual and other information linked to that personal information. “Student Data” is personal information that is directly related to an identifiable student that is maintained by a School or related entity or organization, or by us
STUDENT DATA ACCESS
To the extent necessary to provide the Services, we may access and collect Student Data in a variety of ways. You agree that, as between the parties, the parent owns and controls all Student Data, whether provided by the school, teacher, school administrator, student, parent or guardian, or any other third-party.
Personal Information and Student Data Consents and Authority
You must have the requisite consent and authority to provide Student Data to HGE, or to authorize HGE to collect Student Data in connection with the Services.
USE OF STUDENT DATA
By submitting or providing us access to Student Data, you agree that HGE may use the Student Data for the purposes of (i) providing and supporting the Services, (ii) improving and developing our Services, (iii) enforcing our rights under this Agreement and any other agreement between you and HGE, and (iv) as permitted with the User’s consent. Notwithstanding anything to the contrary, we shall not use Student Data to engage in targeted advertising.
USE OF ANONYMIZED STUDENT DATA
You agree that we may collect and, both during and after the term of our agreement, use data derived from Student Data for our own purposes, provided that such data will be de-identified and/or aggregated to reasonably avoid identification of a specific individual.
USE OF PERSONAL INFORMATION FOR MARKETING
You agree that HGE may from time to time advertise its services to School Users and to parents, provided that such advertisements shall not be based upon Student Data relating to individually identifiable students. HGE shall not direct advertising or marketing messages to students based on Student Data collected through the Service.
OUR THIRD-PARTY SERVICE PROVIDERS
You acknowledge and agree that HGE may provide access to Student Data to our employees, affiliates, and to certain third party service providers, which have a legitimate need to access such information in order to provide their services to us. Examples include the hosting of our encrypted user content files and customer support portal. We and our employees, affiliates, service providers, or agents involved in the handling, transmittal, and processing of Student Data will be required to maintain the confidentiality of such data.
USER-REQUESTED THIRD-PARTY ACCESS
HGE may provide users the ability to use and access third-party services through the Services, and to share data, including Student Data, with third-parties through the Services. You consent to allow us to provide access to Student Data to third parties through the Services as directed by the School or User. You acknowledge that we are not responsible for the data practices of third parties with whom you elect to share Student Data or permit students to access through the Services, and that, as between us, you are solely responsible for the third party content and the consequences of providing or transmitting Student Data to such third parties, or authorizing those third parties to access Student Data through the Services.
Security, Access, and Support
Data Breach Notification. We have implemented commercially reasonable administrative, physical and technical safeguards designed to secure Personal Information, including Student Data, from unauthorized access, disclosure and use. In the event we have a reasonable, good faith belief that an unauthorized party has gained access to or been disclosed Personal Information, including Student Data (a “Security Event”), that we have collected or received through the Services, we will promptly notify users. If, due to a Security Event which is caused by the acts or omissions of HGE or its agents, a notification to an individual, organization or government agency is required under applicable privacy laws, HGE shall be responsible for the timing, content, cost and method of any such legally-required notice and compliance with such laws.
We will not be liable if for any reason the Services (or any part thereof) are unavailable at any time or for any period. Additionally, access to the Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. Additionally, access to the internet, if employed, is your sole responsibility and the responsibility of the Internet provider(s) you select. HGE does not accept any responsibility for failure of the Services due to Internet facilities.
Except as expressly authorized herein, you agree to the following restrictions:
- You may not use, copy, modify, translate, publicly perform or display, transmit, publish, edit, adapt, reproduce, or transfer the right to use any part of the Services except as expressly provided in this Agreement.
- You may not reverse engineer, reverse compile, disassemble, or otherwise attempt to discover the source code of the Services or create derivative works based on the Services.
- You agree that you shall only use the Services in a manner that complies with all applicable laws in the jurisdiction in which you use the Services, including, but not limited to, applicable restrictions concerning privacy, copyright and other intellectual property rights.
- You agree not to upload, post, e-mail or otherwise send or transmit any material that contains viruses or any other computer code, files or programs designed to interrupt, destroy, usurp, modify or limit the functionality of the Services or any computer software, hardware, telecommunications equipment or other equipment or devices associated with the Services. You also agree not to interfere with the servers, networks or other devices or equipment connected to or used in connection with the Services or to violate any of the procedures, policies or regulations of such networks, devices or equipment, or of any service providers associated with or connected to the Services.
- You may only access the Services for your own personal and/or school-related purposes and not for commercial purposes. You may not (and you agree not to) use, copy, distribute, transmit, broadcast, sell, or do anything else with the Services for any other purpose.
- We reserve the right to discontinue any aspect of the Services at any time.
In connection with your use of the Services, you may be subject to charges imposed by your broadband, wireless or other applicable carriers. Payment of such charges is solely your responsibility.
By downloading and/or using the Services, you consent to receiving electronic communications and notices from HGE and its affiliates and third-party contractors who provide support for the Services. You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any applicable legal communication requirements, including that such communications be in writing.
(a) Ownership. HGE or its affiliates own all right, title, and interest in and to the Services and any and all curriculum and other online content provided in connection with the Services, including, without limitation, (i) any work product of any kind created by HGE or its affiliates, employees, agents, or representatives, whether or not in the course of performing the Services, (ii) all curriculum, lesson plans, assignments, training slides, training content, training materials, handouts, resources, photographs, videos, or any other pedagogical, curricular, or training data, content, or information, (iii) all modifications, improvements, upgrades and derivative works related thereto and all intellectual property rights therein (“Guidepost IP”). Guidepost IP shall not be a work made for hire. You acknowledge and agree that the rights granted to you under this Agreement do not provide you with title to or any ownership interest in the Services, or any Guidepost IP. All rights in the Services, or any Guidepost IP not expressly granted to the Customer hereunder are reserved by HGE.
(b) Uploads. By virtue of uploading content to the HGE’s websites or by providing content to HGE in furtherance of the Services (such uploaded content the “Customer Content”), the Customer grants to HGE an unlimited, non-exclusive, transferable, sublicensable license to such Customer Content. You acknowledge and agree that this is part and parcel of the community benefit of having access to the Services along with a community of other teachers and users who can learn from and benefit each other in their work with students.
(c) Restrictions. Unless otherwise expressly permitted in this Agreement, you will not: (i) copy, reproduce, modify, translate, prepare derivative works of, decompile, reverse engineer, disassemble or otherwise attempt to derive the source code of the Services; (ii) use, evaluate or view the Services for the purpose of designing or creating a product or service competitive to the Services; (iii) resell, sublicense, lend, transfer, lease, rent or distribute the Services to a third party; (iv) attempt to interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services); (v) allow access to or use of the Services by anyone other than authorized Users; or (vi) authorize or knowingly permit a third party to do any of the acts set forth in this Section.
(d) Feedback. If you provide HGE with any feedback, comments or suggestions for improvements to the Services (“Feedback”), you grant to Guidepost a non-exclusive, perpetual, worldwide, irrevocable, royalty-free, sub-licensable license to use all such Feedback for any purpose without any obligation of any kind.
PUBLIC CONTENT AND THIRD PARTY SERVICES
The Services may, now or in the future, allow for users to use the Services to host public forums or messaging boards for online discussion or message posting. These are public forums, and information that you post may be available to other users of the Services or the public.
The Services may, now or in the future, allow for users to use the Services to host public forums or messaging boards for online discussion or message posting. These are public forums, and information that you post may be available to other members of the Services or the public.
The Services may contain links to other third party websites, advertisements, or programs that are not controlled by or affiliated with HGE. HGE does not endorse, assume any responsibility for and is not responsible for the content, offers or privacy policies of such third party sites and programs. Your dealings with third party sites are between you and the applicable third party. You expressly relieve HGE from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content from third party sites or services submitted by other Users of the Services. Additionally, your dealings with or participation in promotions of service providers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such service providers. You agree that HGE shall not be responsible for any loss or damage of any sort relating to your dealings with such service providers.
ACCOUNTS; PASSWORDS; SECURITY
You will need an account in order to use certain of the Services. You may not use another person’s account without permission. When you are setting up your account, you must give us accurate and complete information. You are responsible for your account information and password and you shall keep all such information current. We reserve the right to suspend your account and/or require you to alter your password if we believe for any reason that your password is no longer secure. You may not share your account password with any other person for any reason. HGE and its affiliates are not liable for any loss or damage arising from your failure to comply with the above requirements.
NOTICE AND TAKE DOWN PROCEDURES AND COPYRIGHT AGENT
If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access thereto) by contacting us at the following email: firstname.lastname@example.org and providing the following information:
- Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
- Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
- Your name, address, telephone number and (if available) e-mail address.
- A statement that you have a good-faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
- A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.
- A signature or the electronic equivalent from the copyright holder or authorized representative.
LIMITATION OF LIABILITY; WARRANTY DISCLAIMER
(a) LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. IN NO EVENT WILL HGE’s AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES EXCEED THE TOTAL FEES PAID BY YOU FOR ACCESSING THE SERVICES IN THE TWELVE-MONTH PERIOD PRECEDING ANY CLAIM OR ACTION, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.
(b) NO CONSEQUENTIAL DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF USE, REVENUE, INCOME, PROFITS, DATA, BUSINESS, GOODWILL OR OTHER ECONOMIC LOSS) OR FOR THE COSTS OF PROCURING REPLACEMENT SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE, AND WHETHER OR NOT A PARTY IS ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OR LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
WARRANTY DISCLAIMERS. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. HGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GUIDEPOST OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. You assume sole responsibility and liability for results obtained from the uses of the Services and for conclusions drawn from such uses. HGE will have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to HGE in connection with the Services or any actions taken by HGE at any customer’s direction. HGE DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED.
GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER
All matters relating to the Services, this Agreement or any related agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by the laws of the Hong Kong Special Administrative Region, without regard to its conflict of law provisions.
Class Action/Jury Trial Waiver
With respect to all persons and entities, regardless of whether they have obtained or used the Services for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this Agreement, you and HGE are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
Any provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
HGE may assign its interest in this Agreement. You may not assign or transfer this Agreement. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties. Any attempted transfer or assignment in violation hereof shall be null and void.
RIGHT TO TERMINATE
Your rights under this Agreement will automatically terminate without notice from HGE for any reason, including if you fail to comply with any term of this Agreement. In case of such termination, you must cease all use of the Services and HGE may immediately restrict your access to the Services.
The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.
This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing and approved by HGE.
NOTIFICATION PROCEDURES AND CHANGES TO THE AGREEMENT
HGE may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by HGE in our sole discretion. HGE reserves the right to determine the form and means of providing notifications to you and the other users of the Services, provided that you may opt out of certain means of notification as described in this Agreement. HGE is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
HGE may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘Effective Date’ date at the bottom of this page and notify you that material changes have been made to the Agreement. Your continued use of the Services after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Services.
Terms of Service changes with respect to Student Data. We will use our best efforts to provide at least 30 days-notice of a Terms of Service change that may involve collecting, using, storing, or sharing Student Data in a materially different way than was disclosed in our previous Terms of Service, so that you have sufficient time to evaluate the change in practice. If you do not choose to accept the changes, you may opt-out by deleting your account before the changes take effect.
Acceptable Use, Prohibited Content
You agree not to post content that:
- infringes a third party’s rights (e.g., copyright, privacy) according to applicable law or contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
- contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable, including, without limitation any pornographic content, excessively profane content, hate-related or violent content, or any content advocating racial or ethnic intolerance;
- content intended to advocate or advance computer hacking or cracking;
- content related to or enabling gambling;
- content relating to other illegal activity, including without limitation illegal export of controlled substances or illegal software or drug paraphernalia;
- malicious content;
- may constitute or contribute to a crime or tort or that contains other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights
- may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
- may create a risk of any other loss or damage to any person or property;
- seeks to harm or exploit children by exposing them to inappropriate content, asking for personal information details or otherwise;
- contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
- contains any information or content that you know is not correct and current; or
- violates any school or other applicable policy, including those related to cheating or ethics
In addition to and/or as examples of the violations of this Agreement, as may be updated from time to time, you may not and may not allow any third party to:
- Send, upload, distribute or disseminate or offer to do the same with respect to any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content through or using the Services;
- Use the Services to conduct or forward pyramid schemes and the like;
- Transmit content using the Services that may be harmful to minors;
- Impersonate another person (via the use of an email address, through our mobile application or otherwise) or otherwise misrepresent your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity, including logging on to the Services using another user’s account credentials or pretending to be another user;
- Transmit another party’s intellectual property or other proprietary information without such owner’s or licensor’s permission;
- Use the Services to violate the legal rights (such as rights of privacy and publicity) of others;
- Promote or encourage illegal activity;
- Interfere with other users’ enjoyment of the Services;
- Sell, trade, resell or otherwise exploit the Services for any unauthorized commercial purpose;
- Modify, adapt, translate, or reverse engineer any portion of the Services;
- Remove any copyright, trademark or other proprietary rights notices contained in or on the Services;
- Reformat or frame any portion of the web pages that are part of the Services’ administration display;
- Use the Services in connection with illegal peer-to-peer file sharing;
- Display any content on or through the Services that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
- Modify the HGE or Guidepost Montessori logos or any other HGE marks;
- Misusing the Services or using the Services for any purposes other than as intended;
- Use the Services, or any interfaces provided in connection therewith, to access any Services in a manner that violates the Agreement or other terms and conditions for use of such products or services;
- copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”;
- using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the HGE servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that HGE grants the operators of public search engines revocable permission to use spiders to copy publically available materials from our websites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
- transmitting spam, chain letters, or other unsolicited email;
- attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
- taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
- uploading invalid data, viruses, worms, or other software agents through the Services;
- collecting or harvesting any personal information, including account names, from the Services;
- using the Services for any commercial solicitation purposes;
- interfering with the proper working of the Services;
- accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or
- bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.