Terms of use

Terms of Use

Welcome to ChalkNotes!


These Terms of Use govern your use of ChalkNotes and provide information about the ChalkNotes Service, outlined below. When you create a ChalkNotes account or use ChalkNotes, you agree to these terms.

 

Here is a quick summary of the highlights of our Terms of Service:

  • Our mission is to connect people, places, and their interests. The ChalkNotes platform is the portal for Location-Based Content (LBC) and a communications tool for leaving people messages anywhere on Earth. We want to empower the world through active entertainment, connecting with one another, discovering new perspectives, and engaging with the real world.
  • You own the content that you post; you grant us and other users of the ChalkNotes platform certain rights and license to use it. The details of these licenses are described in section 3 below.
  • You are responsible for your content. This includes ensuring that you have the rights needed for you to post that content and that your content does not violate the legal rights of another party (for example, defamation) or any applicable laws.
  • We do not endorse or verify content posted by creators. Our content and materials are provided to you “as is,” without any guarantees. You are solely responsible for your own use of the ChalkNotes platform.
  • You agree to follow the rules of our platform. When you use the ChalkNotes platform, you also agree to our Terms of Service, and accept our Privacy Policy.
  • We offer tools for you to give feedback and report complaints. If you think someone has violated your intellectual property rights, other laws, the information is inaccurate, or in violation of ChalkNotes policies, you can initiate a report at the contact us portal or flagging content.


We are pleased that you want to join the ChalkNotes platform and encourage you to read the full Terms of Service.

ChalkNotes Terms of Service

Last Updated: May 15, 2020

Welcome to ChalkNotes, a PathTrail Inc. company! ChalkNotes is the world’s portal for Location-Based Content.

These terms of service (“Terms of Service”) sets forth the agreement (“Agreement”) between you and Pathtrail, Inc. (“ChalkNotes” “we” or “us”). It governs your use of the products and services we offer through our web and applications (collectively the “ChalkNotes Platform”). It also governs how content is added by content Creators (“Creators”).

Please make sure to read it, because, by using the ChalkNotes Platform, you consent to these terms.

  1. The Mission of the ChalkNotes Platform

    ChalkNotes’ mission is to build a community of people that share experiences. The ChalkNotes platform is the portal for Location-Based Content (LBC). We want to empower the world through active entertainment, getting out in the real world, learning about the wonderful places around them, discovering new perspectives, and connecting with one another in a meaningful and profound way.

  2. Users on the ChalkNotes Platform

    1. Who Can Use It. Use of the ChalkNotes Platform by anyone under 13 years of age is prohibited. You represent that you are at least the age of majority in the jurisdiction where you live or, if you are not, your parent or legal guardian must consent to this Terms of Service and affirm that they accept this Agreement on your behalf and bear responsibility for your use.
    2. When you set up a profile on the ChalkNotes Platform, you will be asked to provide certain information about yourself. You agree to provide us accurate information, including your real name, when you create your account on the ChalkNotes Platform. We will treat information you provide as part of registration in accordance with our Privacy Policy. You should take care in maintaining the confidentiality of your password.
    3. Privacy Policy. Our privacy practices are set forth in our Privacy Policy. By use of the ChalkNotes Platform, you agree to accept our Privacy Policy, regardless of whether you are a registered user.
    4. You may close your account at any time by going to account settings and disabling your account. We may terminate or suspend your ChalkNotes account if you violate any ChalkNotes policy or for any other reason.
    5. Changes to the ChalkNotes Platform. We are always trying to improve your experience on the ChalkNotes Platform. We may need to add or change features and may do so without notice to you.
    6. We welcome your feedback and suggestions about how to improve the ChalkNotes Platform. Feel free to submit feedback at [email protected]. By submitting feedback, you agree to grant us the right, at our discretion, to use, disclose and otherwise exploit the feedback, in whole or part, freely and without compensation to you.

  3. Creators and Content on the ChalkNotes Platform for private notes and trails

    1. Licenses and permission to use Content. The ChalkNotes Platform enables creators to add posts, geolocations, texts, photos, links, and files to share with others. Materials can be shared privately or, through subscription, publicly. All material that you upload, publish or display to others via the ChalkNotes Platform will be referred to collectively as “Your Content.”

    2. Ownership. You, or your licensors, as applicable, retain ownership of the copyright and other intellectual property in Your Content, subject to the non-exclusive rights granted to us below.

    3. Submissions. By submitting, posting, or displaying Private Notes Content on the ChalkNotes Platform, We only store the data that Chalknotes needs to function as a secure and feature-rich messaging service. Private Notes are yours, and we won’t read them. We don’t store your messages once they’ve been expired and are not saved. After they are saved, if they are deleted, we delete them too.

    4. Your Responsibilities for Your Content. By posting Your Content on the ChalkNotes Platform, you represent and warrant to us that: i) you have the ownership rights, or you have obtained all needed licenses or permissions from any necessary parties, to use Your Content and grant us the rights to use Your Content as provided for under this Agreement, and ii) that posting Your Content violates no intellectual property or personal right of others or any applicable law or regulation. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others or violation of laws and regulations in connection with Your Content. You are responsible for ensuring that Your Content does not violate any applicable law or regulation. You agree to pay all royalties, fees, and any other monies owed to any person by reason of Your Content.

    5. Creator’s Addendum. You may submit certain content to us for the purpose of creating Public Notes and Trails. These submissions, are governed by this section and the Public Creators’ Addendum policy. Public Notes and Trails are available for subscription accounts.

  4. Our Content and Materials
    1. Definition of Our Content and Materials. All intellectual property in or related to the ChalkNotes Platform (specifically including, but not limited to our software, ChalkNotes marks, ChalkNotes logo, but excluding Your Content) is the property of PathTrail Inc., or its subsidiaries and affiliates, or content posted by other ChalkNotes users licensed to us (collectively “Our Content and Materials”).
    2. All data ChalkNotes collects (“Data”) about use of the ChalkNotes Platform by you or others is the property of PathTrail Inc., its subsidiaries, and affiliates. For clarity, Data does not include Your Content and is separate from Our Content and Materials.

    3. Our License to Users.
      1. We grant you a limited, non-exclusive license to use and access Our Content and Materials and Data as made available to you on the ChalkNotes Platform in connection with your use of the ChalkNotes Platform, subject to the terms and conditions of this Agreement.
      2. We may terminate our license to you at any time for any reason. We have the right but not the obligation to refuse to distribute any content on the ChalkNotes Platform or to remove content. Except for the rights and license granted in these terms, we reserve all other rights and grant no other rights or licenses, implied or otherwise.
    4. No Endorsement or Verification. Please note that the ChalkNotes Platform contains access to third-party content, products and services, and it offers interactions with third parties. Participation or availability on the ChalkNotes Platform does not amount to endorsement or verification by us. We make no warranties or representations about the accuracy, completeness, or timeliness of any content posted on the ChalkNotes Platform by anyone.
    5. You acknowledge and agree that Our Content and Materials remain the property of ChalkNotes’s Creators or ChalkNotes. The content, information and services made available on the ChalkNotes Platform are protected by U.S. and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable.

Acceptable Use

You must access and use our Services only for legal, authorized, and acceptable purposes. You will not use (or assist others in using) our Services in ways that: (a) violate, misappropriate, or infringe the rights of ChalkNotes, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights; (b) are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially, or ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise inappropriate, including promoting violent crimes, support terror, or supporting hate groups; (c) involve publishing falsehoods, misrepresentations, or misleading statements; (d) impersonate someone; (e) involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialing, and the like; (f) Is sexually explicit (e.g., pornography) or proposes a transaction of a sexual nature; (g) knowingly places someone in harm’s way; (h) violates any applicable law; or (i) involve any non-personal use of our Services unless otherwise authorized by us.

Code of Conduct:
In using the ChalkNotes platform, you may not:

  • Be anonymous
  • Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);
  • Act in a deceptive manner or impersonate any person or organization;
  • Harass or stalk any person;
  • Harm or exploit minors;
  • Distribute “spam” in any form or use misleading metadata;
  • Collect personal information about others;
  • Access another’s account without permission;
  • Engage in any unlawful activity;
  • Provide links to sites that contain content prohibited by Section 5.1a; or
  • Cause or encourage others to do any of the above.

  1. Prohibited Technical Measures:


You will not:

  • Except as authorized by law or as permitted by us: scrape, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of our Services; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures;
  • Submit any malicious program, script, or code;
  • Submit an unreasonable number of requests to our servers; or
  • Take any other actions to manipulate, interfere with, or damage our Services.

 

  1. More About Certain Offerings on the ChalkNotes Platform
    1. The ChalkNotes Platform may include advertisements, which may be targeted to content or information on the ChalkNotes Platform, queries made through the ChalkNotes Platform, or other information, in an effort to make them relevant to you. The types and extent of advertising by ChalkNotes are subject to change. In consideration for ChalkNotes granting you access to and use of the ChalkNotes Platform, you agree that ChalkNotes and its third party providers and partners may place such advertising on the ChalkNotes Platform. If you wish to become an advertiser, you will be required to enter into separate and supplemental terms with us about providing advertising services on the ChalkNotes Platform.
    2. Web resources and third-party services. The ChalkNotes Platform may also offer you the opportunity to visit links to other websites or to engage with third-party products or services. You assume all risk arising out of your use of such websites or resources.
    3. Services that Require Separate Agreement. Certain features or services may require that you enter into a separate and supplemental written agreement prior to use.

  2. Reporting Violations of Your Intellectual Property Rights, ChalkNotes Policies, or Applicable Laws
    1. Reports of Other Violations. If you believe content on the ChalkNotes Platform violates your intellectual property, or otherwise violates applicable laws, or other ChalkNotes policies, you may submit a request to [email protected].


We have no obligation to delete content that you personally may find objectionable or offensive. We endeavor to respond promptly to requests for content removal, consistent with our policies and applicable law.

  1. DISCLAIMERS AND LIMITATION OF LIABILITY

    PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF PATHTRAIL TO YOU.


    “PATHTRAIL” MEANS PATHTRAIL INC., AND ANY SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, LICENSORS AND PARTNERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF EACH OF THEM. EACH PROVISION BELOW APPLIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

    1. WE ARE PROVIDING YOU THE CHALKNOTES PLATFORM, ALONG WITH OUR CONTENT AND MATERIALS AND THE OPPORTUNITY TO CONNECT WITH OTHERS, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, PATHTRAIL EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USEAGE.

    2. PATHTRAIL MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (i) CONTENT POSTED BY ANY USER OR THIRD PARTY; (ii) ANY THIRD-PARTY WEBSITE, THIRD-PARTY PRODUCT, OR THIRD-PARTY SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE CHALKNOTES PLATFORM, INCLUDING AN INTEGRATED SERVICE PROVIDER OR PROFESSIONAL CONTRIBUTOR; (iii) THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE CHALKNOTES PLATFORM; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT. CHALKNOTES MAKES NO WARRANTY THAT: (a) THE CHALKNOTES PLATFORM WILL MEET YOUR REQUIREMENTS; (b) THE CHALKNOTES PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS OR INFORMATION THAT YOU MAY OBTAIN FROM THE USE OF THE CHALKNOTES PLATFORM, A PROFESSIONAL CONTRIBUTOR, OR ANY OTHER USER WILL BE ACCURATE OR RELIABLE; OR (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED OR PURCHASED BY YOU THROUGH THE CHALKNOTES PLATFORM WILL BE SATISFACTORY.

    3. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, PATHTRAIL WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, PATHTRAIL SPECIFICALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE CHALKNOTES PLATFORM.

    4. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE CHALKNOTES PLATFORM IS TO STOP USING THE CHALKNOTES PLATFORM.

    5. WITHOUT LIMITING THE FOREGOING, PATHTRAIL’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE CHALKNOTES PLATFORM OR THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID TO CHALKNOTES IN CONNECTION WITH THE CHALKNOTES PLATFORM IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

    6. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. AS A RESULT, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART, AND THE FOREGOING SECTIONS 8(c), 8(d), AND 8(e) WILL NOT APPLY TO A RESIDENT OF NEW JERSEY, TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF PATHTRAIL’S NEGLIGENT, FRAUDULENT, RECKLESS, OR INTENTIONAL MISCONDUCT.

  2. Indemnification

    You agree to release, indemnify, and defend Pathtrail from all third-party claims and costs (including reasonable attorneys’ fees) arising out of or related to: i) your use of the ChalkNotes Platform, ii) Your Content, iii) your conduct or interactions with other users of the ChalkNotes Platform, or iv) your breach of any part of this Agreement. We will promptly notify you of any such claim and will provide you (at your expense) with reasonable assistance in defending the claim. You will allow us to participate in the defense and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.

  3. Dispute Resolution

    This Agreement and any action arising out of your use of the ChalkNotes Platform will be governed by the laws of the State of Delaware without regard to or application of its conflict of law provisions or your state or country of residence. Unless submitted to arbitration as set forth in the following paragraph, all claims, legal proceedings or litigation arising in connection with your use of the ChalkNotes Platform will be brought solely in New Castle County, Delaware, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

    For any claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than $10,000 USD, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration will initiate the arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

  4. General Terms

    1. Changes to these Terms. We may amend this Agreement (including any policies, such as the Privacy Policy and the Public Creator’s Addendum Policy, that are incorporated into this Agreement) at any time, in our sole discretion. If we amend material terms to this Agreement, such amendment will be effective after we send you notice of the amended agreement. Such notice will be in our sole discretion, and the manner of notification could include, for example, via email, posted notice on the ChalkNotes Platform, or other manner. Your failure to cancel your account, or cease use of the ChalkNotes Platform, after receiving notification of the amendment, will constitute your acceptance of the amended terms. If you do not agree to the amendments or to any of the terms in this Agreement, your only remedy is to cancel your account or to cease use of the ChalkNotes Platform.
    2. Governing Law and Jurisdiction. You agree that Pathtrail is operated in the United States and will be deemed to be solely based in Delaware and a passive service for purposes of jurisdictional analysis. For any claims for which arbitration is inapplicable, you agree that such claims will be brought in federal or state court in New Castle County, Delaware and governed by laws of the state of Delaware and federal law, without regard to any conflict of law provisions.
    3. Use Outside of the United States. Pathtrail expressly disclaims any representation or warranty that the ChalkNotes Platform complies with all applicable laws and regulations outside of the United States. If you use the ChalkNotes Platform outside of the United States, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the ChalkNotes Platform.
    4. The ChalkNotes Platform is controlled and operated from our United States offices in New York. ChalkNotes software is subject to United States export controls. No software for ChalkNotes may be downloaded or otherwise exported or re-exported in violation of any applicable laws or regulations. You represent that you are not (1) located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and (2) listed on any U.S. government list of prohibited or restricted parties.
    5. Applications and Mobile Devices. If you access the ChalkNotes Platform through a ChalkNotes application, you acknowledge that this Agreement is between you and Pathtrail only, and not with another application service provider or application platform provider may provide you the application subject to its own terms. To the extent you access the ChalkNotes Platform through a mobile device, your wireless carrier’s standard charges, data rates, and other fees may apply.
    6. The following provisions will survive expiration or termination of this Agreement: Section 2(e)(Termination), 2(g)(Feedback), Section 3(Your Content), Section4(a)-(b) and (d)-(f)(Our Content and Materials), Section 8 (Disclaimers and Limitation of Liability), Section 9 (Indemnification), Sections 10 (Dispute Resolution), and Section 11 (General Terms).
    7. Notice for California Users. Under California Civil Code Section 1789.3, California web users are entitled to the following specific consumer rights notice: If you have a question or complaints regarding the Platform, please contact [email protected]. California residents may reach the Department of Consumer Affairs Consumer Information Division at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
    8. You may not assign or transfer this Agreement (or any of your rights or obligations under this Agreement) without our prior written consent; any attempted assignment or transfer without complying with the foregoing will be void. We may freely assign or transfer this Agreement. This Agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.
    9. Electronic Communications. You consent to receive communications from us by email in accordance with this Agreement and applicable law. You acknowledge and agree that all agreements, notices, disclosures and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.
    10. Entire Agreement/ Severability. This Agreement supersedes all prior terms, agreements, discussions and writings regarding the ChalkNotes Platform and constitutes the entire agreement between you and us regarding the ChalkNotes Platform (except as to services that require separate written agreement with us, in addition to this Agreement). If any provision in this Agreement is found to be unenforceable, then that provision will not affect the enforceability of the remaining provisions of the Agreement, which will remain in full force and effect.
    11. In construing or interpreting the terms of this Agreement: (i) the headings in this Agreement are for convenience only, and are not to be considered, and (ii) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting this Agreement.
    12. All notices permitted or required under this Agreement, unless specified otherwise in this Agreement, must be sent in writing as follows in order to be valid: (i) if to you, by us via email to the address associated with your account, and (ii) if to us, by you via [email protected]. Notices will be deemed given (a) if to you, when emailed, and (b) if to us, on receipt by us.
    13. This Agreement does not create a joint venture, agency, partnership, or other form of joint enterprise between you and us. Except as expressly provided herein, neither party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.
    14. No waiver of any terms will be deemed a further or continuing waiver of such term or any other term. Our failure to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.
    15. Further Assurances. You agree to execute a hard copy of this Agreement and any other documents, and to take any actions at our expense that we may request to confirm and effect the intent of this Agreement and any of your rights or obligations under this Agreement.
    16. Feel free to contact us through [email protected] with any questions about these terms. Pathtrail is a Delaware corporation, with a legal address of located at 421 Eight Avenue, # 450, New York, NY 10001.

 

Revised: May 15, 2020