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Terms of Service

These Terms of Service apply to this website.  This site is owned by ChalkPort Pty Ltd, referred to below as 'we', 'us' or 'our'.

Acceptance of Terms Your participation in and use of the site (the "Service") is conditional upon your acceptance of the terms and conditions contained in this Agreement.  If you do not agree to this Agreement, please do not use the Service.  We reserve the right, in our discretion, to change or modify all or any part of this Agreement at any time.  Such changes or modifications shall be effective immediately upon notice published on the site.

Use of Content
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (collectively "Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated.  This means that you, and not us, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Service. You understand and agree that the Service is provided "as is" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalisation settings.

Copyright
You acknowledge that the Service contains Content that is protected by copyright, trademark or our other proprietary rights.  In addition, the Service contains information, software and other Content provided by third parties that is protected by copyright, trademark or other proprietary rights of such parties.

We hereby grant you a non-exclusive, non-transferable license to use the Content, provided that you:

Your correspondence or business dealings with, or participation in promotions of, course providers, advertisers and sponsors found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties.  You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Service.

Posted Content
You own the rights to your own Content that you post to the Service.  However, you hereby grant to us the perpetual, non-exclusive, transferable, royalty-free license to edit, modify, copy, publish, distribute, translate and otherwise use any Content (including any courses created by you) that you place on the Service, in any medium, and to sublicense such right to third parties.  You hereby represent and warrant that you are authorised to grant all rights set forth in the preceding sentence.

Content Restrictions
You shall not upload to, or distribute or otherwise publish through, the Service any Content (including any courses created by you) that:

• is libelous, defamatory, obscene, discriminatory, profane, pornographic, abusive, harassing or threatening
• contains viruses or other contaminating or destructive features
• infringes any copyright, trademark, patent, trade secret or violates any right of privacy or publicity
• contains material not relevant or otherwise inappropriate to the subject matter of a discussion board
• otherwise violates any applicable law.

Managing Content
We reserve the right to reject, delete, move or edit any Content we deem unacceptable without prior notice.  You shall remain solely responsible for all Content posted by you.  We shall have the right, but not the obligation, to correct any errors or omissions in any Content, as we may determine is our sole discretion.

Links
The Service may contain links to sites on the Internet that are owned and operated by third parties ("External Sites").  You acknowledge that we are not responsible for the availability of, or the Content, products, and services located on or through, any External Site.  You further acknowledge and agree that we 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 External Site.

Fees & Payments
We reserve the right to change the amount of any fee or charge for the Service or to institute new fees or charges.

Indemnity
You agree to indemnify, defend and hold our company and its officers, directors, owners, agents, Content providers, affiliates and licensors harmless from any claim or demand, including attorneys' fees, made by any third party due to or arising out of Content you submit, post to or transmit through the Service, your use of the Service, your connection to the Service, your violation of the Terms of Service, or your violation of any rights of another.

The information on this site is designed to provide accurate and authoritative information in regard to the subject matter covered. It is provided with the understanding that we are not engaged in rendering legal, accounting, medical or other professional services.

We reserve the right, in our sole discretion, to restrict, suspend or terminate your access to all or any part of the Service at any time for any violation of this Agreement without prior notice or liability.

We may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database, or Content, without prior notice or liability.

Disclaimer of warranties and limitation of liability
We do not warrant that the Service will be uninterrupted or error-free; nor do we, or any third party Content provider or their respective agents, make any warranty as to the results to be obtained from use of the Service or the Content.  Neither we nor third party Content providers or their respective agents, make any warranties of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose, with respect to the Service, any Content or any products or services sold through the Service.

We shall not be liable for any direct, indirect, incidental, special or consequential damages arising out of the use of, or inability to use the Service.

Miscellaneous
This Agreement shall be construed in accordance with the laws of the State of Queensland, Australia.

 

ChalkPort Software Subscription Services -Terms and Conditions of Use

By accessing QMS Online, Online Learning Centre, Free Smarter Data, or Smarter Data Professional, collectively referred to as the ChalkPort Software Subscription Services you agree to all of the Terms and Conditions in this document and any other of ChalkPort’s General Terms and Conditions as set forth on our website.

ChalkPort reserves the right to change these Terms at any time, with or without notice, at our discretion, by posting them on our website.  We may notify you by email, or by notices on our home page of any changes, but changes to the Terms will become effective upon posting.

ChalkPort Software Subscription Services access
We shall attempt to make the ChalkPort Software Subscription Services available 24 hours per day, 7 days per week, excepting periods of scheduled maintenance.  However, ChalkPort does not warrant that access to the ChalkPort Software Subscription Services will be available, will be uninterrupted or will be error-free, and we may discontinue or suspend operation of the ChalkPort Software Subscription Services , or modify its contents, at any time for any reason, in our sole discretion, with or without notice.  We will attempt to post notices of changes on our website, but cannot guarantee that we will always be able to do so.

Upgrade of Plan
ChalkPort reserves the right to upgrade a subscription client's data plan to the next available plan if usage exceeds the limits of their existing plan.  This would be determined by any of the following:
-   The upload limit is exceeded within a given time allocation
-   Storage exceeds allocated hard drive space

Ownership
Data you enter into the ChalkPort Software Subscription Services remains your property.  By contributing data to the ChalkPort Software Subscription Services, you grant ChalkPort an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferrable license to use such data as part of the ChalkPort Software Subscription Services and for such other related purposes as ChalkPort may determine, subject to the privacy statement in this Agreement.

Unless uploaded by the Client, all materials on our servers, including images, illustrations, designs, icons, photographs, audio, video clips, and written and other materials that are found on the servers (collectively called the ChalkPort Software Subscription Services) are copyrights, trademarks and/or other intellectual properties owned, controlled or licensed by ChalkPort.

ChalkPort Software Subscription Services Content may not be copied, reproduced, framed, hyperlinked, republished, uploaded, posted, transmitted or retransmitted, or distributed in any way, except to the extent permitted under this Agreement.  You acquire no right, title or interest in any of the ChalkPort Software Subscription Services Content, except to extent covered by this Agreement.

Provision of Services
All services detailed in this Agreement are supplied by VET Tech Services Pty Ltd (ABN 77 145 758 434) on behalf of ChalkPort Pty Ltd.

Fees & Payments
All fees charged for any services, including but not limited to ChalkPort Software Subscription Services, are due to be paid in advance or by the first day of the commencement of the service period, unless otherwise agreed in writing.  A late fee of 10% of invoice value may apply to payments after the due date.

A dishonour fee of $33 (inc. GST) will apply to any declined payments via our direct debit automatic billing service, and notification will be sent within 24 hours of the failed payment.  This fee will be waived for any accounts that supply new billing information accompanied by a successful payment within three business days.  Merchant services will automatically retry processing a failed payment four banking days after the original payment.  Additional dishonour fees will apply each time there is a failed payment until the account is rectified.  Payments are not reprocessed if the response code indicates a problem with customer's details (eg. expired credit card).  Further penalties may apply including additional fees and suspension or termination of services.  We reserve the right to change the amount of any fee or charge for the Service or to institute new fees or charges at any time.

All billing and accounts services are administered by VET Tech Services Pty Ltd (ABN 77 145 758 434) on behalf of ChalkPort Pty Ltd.

Privacy
ChalkPort reserves the right to disclose any information necessary to satisfy any law, regulation or other governmental request, to operate its website or to protect itself or other subscribers.
We may share aggregated information with other subscribers, our partners and advertisers.  This is not linked to any personal information that can identify any individual organisation or person.Your data, and certain other demographic information about you, is subject to our privacy policy.  For more information, see ChalkPort’s Privacy Policy at http://www.chalkport.com which is incorporated into this Agreement in full.

Disclaimer of warranties
ChalkPort provides the ChalkPort Software Subscription Services on an "AS IS" basis without guarantee.  ChalkPort does not warrant or guarantee the accuracy, completeness, adequacy or currency of any information contained in or extracted from the ChalkPort Software Subscription Services; nor that the ChalkPort Software Subscription Services will include information or data meeting your requirements, or those of your customers or clients; nor that its operation will be error-free or without interruption.

EXCEPT AS MAY BE SET FORTH IN THIS AGREEMENT, CHALKPORT EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND INFORMATIONAL CONTENT.

Use of data
You may use reports generated from the ChalkPort Software Subscription Services for your clients or customers, provided that any report furnished to a client or customer shows your name.

Any use of the ChalkPort Software Subscription Services not expressly authorised in this Agreement is strictly prohibited without ChalkPort's prior written consent, which consent may be withheld in our sole discretion. You are expressly prohibited from:

a) Sublicensing or reselling the ChalkPort Software Subscription Services, in whole or in part
b) Using or allowing any third parties to use the ChalkPort Software Subscription Services directly for any purpose, including but not limited to compiling, enhancing, verifying, supplementing, adding to any other compilation of information, or reselling access to it or information from it
c) Using the ChalkPort Software Subscription Services in any service or product not specifically authorised in this Agreement or offering it through any third party
d) Disassembling, decompiling, reverse engineering, modifying or otherwise altering the ChalkPort Software Subscription Services or any part thereof, or any software used in the ChalkPort Software Subscription Services
e) Using information extracted from the ChalkPort Software Subscription Services to compile any similar Subscription Services.

Service Level Agreement (SLA) and Disaster Recovery

1) Uptime - 99.7%.  Every year 25.57hours are allocated for unplanned downtime.
2) Backups - there are two backup systems:  one on-site at the local hosting facilities, and another off-site at the secondary hosting facilities.
3) Disaster recovery:

• Level 1 - A QMS or OLC is deleted but local backup is intact.  The software gets restored from a local copy.  Typically this takes around 10 minutes, though may take longer for larger clients.
• Level 2 - A QMS or OLC is deleted but local backup is missing.  The backup 'tarball' is transferred from the off-site server, unzipped, and then restored in the same way as mentioned above.  This should take approximately 20-30 minutes to complete.
• Level 3 - Server is wiped.  Below are steps to recover from total disater:

1. Server is reprovisioned from the hosting control panel.  This is the equivalent of formatting and reinstalling and may take up to an hour.
2. Applications are installed and software updater is run.  For a local install, this takes about an hour.
   
3. ChalkPort website is restored from backup (10-15mins)
4. Support site is restored from backup (10-15mins)
5. OLCs and QMSs are restored from backup (20-30mins per client folder, but can be as quick as 10mins for smaller ones)

Limitation of liability
YOU USE INFORMATION FROM THE CHALKPORT SOFTWARE SUBSCRIPTION SERVICES AT YOUR OWN RISK.  UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL CHALKPORT OR ITS EMPLOYEES, AGENTS, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING, INCLUDING WITHOUT LIMITATION ANY LOSS OF OR DAMAGE TO PROPERTY, LOSS OF INCOME OR PROFIT, FAILURE TO ACHIEVE REDUCTIONS IN COSTS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY ANY COMPUTER VIRUS OR WORM, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

CHALKPORT SHALL NOT BE RESPONSIBLE FOR ANY DECISION MADE BY YOU OR ACTION TAKEN BY YOU IN RELIANCE UPON ANY CONTENT, NOR FOR ANY CLAIMS BY THIRD PARTIES, NOR FOR ANY OTHER LOSSES OF ANY KIND OR CHARACTER, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE CHALKPORT SOFTWARE SUBSCRIPTION SERVICES , EVEN IF CHALKPORT OR AN AUTHORISED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO CHALKPORT FOR ACCESSING THE CHALKPORT SOFTWARE SUBSCRIPTION SERVICES .

Termination
These Terms, and your account with ChalkPort, are effective until terminated by either party.  You may terminate your account at any time, following provision of 30 days written notice.  ChalkPort may terminate or temporarily suspend your access to the ChalkPort Software Subscription Services, immediately and without notice, for conduct that it determines, in its sole discretion, to violate these Terms, or is harmful to ChalkPort, to other subscribers, or impinges on its ability to provide quality services in any way, or non-payment.

Upon termination, you may no longer access the ChalkPort Software Subscription Services.  In addition, we may take such further action as we determine to be appropriate under the circumstances to eliminate or preclude repeat violations, and we shall not be liable for any damages of any nature suffered by any subscriber or by any third party resulting in whole or in part from our exercise of our rights under these Terms.

If your account is cancelled, you agree not to sign up with ChalkPort again, under the same or different names or e-mail addresses, unless you receive express written permission from ChalkPort.

Indemnity
You agree to indemnify and hold ChalkPort and its respective directors, officers, employees, and agents harmless from any and all liabilities, claims, damages, settlements and expenses, including reasonable attorneys' fees, arising from breach of these Terms or from any act or omission relating to use of or access to the ChalkPort Software Subscription Services by you.

Governing law
These Terms shall be governed by and construed in accordance with the laws of the State of Queensland, Australia.