IMPORTANT! If you are not of legal age to form a binding contract (in many places, this is 18 years old), then you must get your parent or guardian to read these terms and agree to them for you, before you use Alma or provide any information to us. Please review this agreement with your parent or guardian so that you both understand how Alma works and what restrictions apply to your use of our websites and services. Remember, always get an adult’s permission before going online.
Effective date: May 19th, 2015
Welcome to Alma! Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:
Alma Technologies, Inc.
909 N. Beech St., Suite 210
Portland, OR 97227
Will these Terms ever change?
We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the www.GetAlma.com website, by sending you an email, and/or by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What about my privacy?
COPPA requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. Therefore, we only collect personal information through the Services from a child under 13 where that student’s school, district, and/or teacher has agreed (via the terms described in the following paragraph) to obtain parental consent for that child to use the Services and disclose personal information to us, in connection with the student’s learning environment.
If you are a student under 13, please do not send any personal information about yourself to us if your school, district, and/or teacher has not obtained this prior consent from your parent or guardian, and please do not send any personal information other than what we request from you in connection with the Services. If we learn we have collected personal information from a student under 13 without parental consent being obtained by his or her school, district, and/or teacher, or if we learn a student under 13 has provided us personal information beyond what we request from him or her, we will delete that information as quickly as possible. If you believe that a student under 13 may have provided us personal information in violation of this paragraph, please contact us at email@example.com.
You must keep all COPPA- and FERPA-related consents on file and provide them to us if we request them.
What are the basics of using Alma?
You may be required to sign up for an account, and select a password and user name (“Alma User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Alma User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity (for example, if you’re a school administrator agreeing to these Terms on behalf of your school or district), you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You will only use the Services for your own internal, personal, non-commercial, educational use, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account, and, if you have a school or district account, you are responsible for ensuring that each student, teacher, and parent account associated with your account complies with all of the restrictions set forth in these Terms.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
What are my rights in the Services?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Alma’s) rights.
You understand that Alma owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or otherwise exploit any of the Services, except as expressly set forth herein.
The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
Do I have to grant any licenses to Alma or to other users?
For all User Submissions, you hereby grant Alma a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.
If you store a User Submission in your own personal Alma account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Alma the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users, or inputting Educational Records that can be viewed by teachers associated with your school)(a “Limited Audience User Submission”), then you grant Alma the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view (for example, on a public message board), or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant Alma the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Alma users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Alma’s business. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide, provided that when you delete your Alma account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from Alma’s records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users. Notwithstanding the foregoing, please be aware that information about a student (including Educational Records) that is provided by the school, district, or teacher (“School-Provided Student Information”) cannot be deleted by the student or parent. If you are a student or parent and would like to have School-Provided Student Information corrected or deleted, please direct your request to the applicable school, district, or teacher; Alma will not delete or correct that information on your behalf. If you are a school, district, or teacher and you receive such a request, you must comply with FERPA as it relates to such request; please contact Alma if you have any questions about how to delete or correct any information stored or displayed on the Services.
Finally, you understand and agree that Alma, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
What if I see something on the Services that infringes my copyright?
You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Alma, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here. To learn more about the DMCA, click here.
Who is responsible for what I see and do on the Services?
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services. But that doesn’t mean we don’t take security seriously: students are only permitted to access the Services in connection with a school or district account, and we require all users (including teachers, schools, and districts) guard their log in information with the appropriate confidentiality, as described above.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
Alma has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Alma will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Alma shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site, or between users and any third party, you agree that Alma is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Alma, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
Will Alma ever change the Services?
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice; provided that the foregoing does not require Alma to correct or delete School-Provided Student Information, as described above.
Does Alma cost anything?
Student, parent, and teacher accounts for the Services are currently free, but are only offered in connection with your associated school or district paying for a subscription (as described below). We reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.
School and district accounts are offered on a subscription basis (the “Subscription”); the length of the agreement (the “Subscription Term”), the estimated student enrollment (the “Estimated Enrollment”), any applicable fees (the “Subscription Fees”), and the payment schedule of such Subscription Fees (the “Payment Schedule”) with respect to each school or district will be agreed between such school or district and Alma pursuant to a separate Statement of Work agreed in writing by both parties (which may be done through execution or agreed online in the registration process). Upon such mutual agreement, such Statement of Work will become a part of (and is governed by) these Terms.
If your initial Subscription Term spans multiple school years, you must send Alma notice (which may be provided via mail or email) of your estimated student enrollment for each such school year no later than June 1 immediately preceding each such school year.
Your Subscription will automatically renew for an additional Subscription Term of one year following the initial (and any renewal) Subscription Term, unless you notify us no later than one hundred and twenty (120) days prior to the end of any applicable Subscription Term (the “Non-Renewal Period”) that you do not want to renew. In the event that your Subscription is renewed you must provide us with an updated Estimated Enrollment for the renewal Subscription Term no later than 30 days prior to the start of such renewal Subscription Term. Unless otherwise agreed to in writing between the parties, Subscription Fees for any renewal Subscription Term will be due thirty (30) days after the start of the applicable renewal Subscription Term.
If you have chosen to be invoiced, your invoice will be sent prior to any applicable payment due dates, but will be due and payable on the dates set forth in the Payment Schedule or, if a renewal Subscription Term, as described in the paragraph above. If you have provided us with a credit card or ACH details, we will charge the applicable account on each due date set forth in the Payment Schedule. If you have provided us inaccurate or inadequate payment information (including by providing us with a bad check), we will not be able to complete your transaction, and your account may be suspended until we have received payment in full.
You may request to upgrade your Subscription to a more expensive Subscription during any Subscription Term, by contacting Alma at firstname.lastname@example.org. You will be required to pay the difference between the more-expensive Subscription and your then-current Subscription, pro-rated for the amount of time remaining in your then-current Subscription Term. Such payment will be made in accordance with the Statement of Work, and unless you tell us otherwise (within the Non-Renewal Period described above), your subscription will renew for the next Subscription Term at the higher, upgraded rate. If you choose to downgrade to a less-expensive Subscription, you may also request that option at any time by contacting Alma at email@example.com, provided that no refunds will be granted to you.
The features of the Services may change from time to time. In certain circumstances, including if the features of the Services are modified in a manner that materially adversely affects your use thereof, you may be entitled to a refund; refunds will only be granted as described herein. Notwithstanding the foregoing, you understand that Alma may freely modify the features of any Subscription and the Subscription Fees applicable to any Subscription between Subscription Terms. If Alma provides you notice of such changes after the end of the Non-Renewal Period for the then-current Subscription Term (which may be provided via the Services or via email), and if you do not approve of such modifications, you may (as your sole remedy and Alma’s sole liability) provide Alma notice of your intent not to renew for the next Subscription Term within thirty (30) days of receipt of such notice form Alma.
What if I want to stop using Alma?
Please note that if the applicable school or district that your student, parent, or teacher account is associated with does not have an active account, then your may be deleted or made inaccessible. Also, the school or district you are associated with is able to terminate or suspend your account without Alma’s involvement; if a school or district chooses to terminate or suspend your account, Alma will not re-instate it without the school or district’s permission, and you should contact your school or district with questions.
Alma is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Alma has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Account termination (even if not initiated by Alma) may result in destruction of Content associated with your account.
If you have deleted your school or district account by mistake, contact us immediately at firstname.lastname@example.org – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
No refunds will be granted for amounts pre-paid prior to termination, except that if you terminate these Terms for (a) Alma’s material and substantiated breach hereof or (b) Alma’s modification of these Terms or of the features of the Services in a manner that materially adversely affects your use of the Services, we will grant you a pro-rata refund of amounts pre-paid by you for Services not received due to such termination; provided that you have notified us of your intent to terminate these Terms for either of these reasons promptly after the applicable breach or modification has occurred.
What else do I need to know?
Warranty Disclaimer. Neither Alma nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. THE SERVICES AND CONTENT ARE PROVIDED BY ALMA (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ALMA (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO ALMA IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold Alma, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Alma’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of Oregon, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Multnomah County, Oregon, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Multnomah County, Oregon, or the District of Oregon.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Alma may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Alma agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Alma, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Alma, and you do not have any authority of any kind to bind Alma in any respect whatsoever. You and Alma agree there are no third party beneficiaries intended under these Terms. If you have a school or district account, you grant us the right to use your school or district’s name in our publicity and marketing materials.