TouchMath PRO

Terms of Service

Last Updated: January 5, 2021

These Terms of Service ("Terms") govern your access to and use of the TouchMath PRO online curriculum platform, which is made available by TouchMath Acquisition, LLC, doing business as TouchMath, LLC (including its affiliates, "TouchMath," "we," "us," or "our"). The TouchMath PRO online platform, related websites, software, mobile apps, materials, content, and all underlying technology are, together, referred to as the "Services." These Terms apply to all recipients and users of the Services, including educational institutions, teachers, other educators, and parents/caregivers.

By accessing or using the Services or by entering into any agreement with TouchMath that governs access to or use of the Services, you agree on behalf of yourself and any institution or organization that you represent or work for (together, "you") that you have read and understand these Terms and our Privacy Policy. If you do not agree with these Terms or our Privacy Policy, do not access or use the Services.

We reserve the right to modify these Terms at any time. All changes will be effective immediately upon posting to the Services and, by accessing or using the Services after changes are posted, you agree to those changes. Material changes will be prominently posted on the Services or otherwise communicated to you (e.g., via email).

• Privacy Policy We may collect certain information about you and from your use of the Services as described in our Privacy Policy, which is incorporated into these Terms. Your use of the Services constitutes your consent to the information collection, use, and sharing described in our Privacy Policy. For information on the types of information we collect, how that information is used, and your rights and choices regarding collected information (including student information) please see our Privacy Policy.
• Eligibility; Services Agreement. The Services are available only to individuals and educational institutions who have entered into an agreement with TouchMath for TouchMath's services ("Services Agreement"), including, with respect to educational institutions, their authorized users. The Services are intended to be used only for educational purposes. If and to the extent any provision of these Terms conflicts with any provision of the applicable Services Agreement, then, as between the applicable parties, the provisions of the Services Agreement will control.
• License. Provided you comply with these Terms and the applicable Services Agreement, TouchMath grants you a limited, nonexclusive, revocable, nonassignable, nontransferable, nonsublicensable license to access and use the Services solely for your own internal instructional and education purposes as permitted by these Terms and the applicable Services Agreement, and, in any event, in accordance with all related documentation or restrictions posted on the Services or otherwise provided by TouchMath.
  Services content that is configured for downloading or printing (such as activity sheets) may be downloaded, copied, and printed and used by users solely in connection with their permitted use of the Services, provided that the user does not: modify the content; sell or otherwise commercialize the content in any manner; nor remove, alter, or modify any copyright, trademark, trade name, service mark, or other proprietary notices in or on the content. For the avoidance of doubt, all such activity sheets, reports, and other content are included within the meaning of the "Services."
  You acknowledge and understand that these Terms, in combination with the use restrictions set forth below, without limitation and for illustration purposes only, prohibit you from downloading, screengrabbing, taking screenshots of, or capturing, copying, or saving in any manner any Services content except as specifically permitted above in this section. The rights granted in this section will automatically terminate upon any failure by you to comply with these Terms or the applicable Services Agreement.
• Intellectual Property Rights. The Services, including their text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, names of products and services, documentation, other components and content (including, without limitation, all activity sheets, class materials, publications, and educational resources), and the design, selection, and arrangement of content are exclusively the property of TouchMath or, as applicable, its suppliers and licensors, and are protected by copyright, trademark, and other intellectual property laws. The Services may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property rights belonging to TouchMath or any third party is prohibited and may be prosecuted to the fullest extent of the law.
  Our trademarks and service marks include TouchMath®, TouchNumerals®, Touch2LearnTM, TouchPointTM, TouchMath ConnectTM, Skills RainbowTM, Grade RainbowTM, TouchMath TutorTM. You will not, without our express prior written permission, use any of our trademarks or service marks for any purpose.
  Except as expressly described in these Terms, no licenses or other rights, express or implied, are granted by TouchMath to you under any patent, copyright, trademark, trade secret, or other intellectual property right of TouchMath and all such rights are reserved and retained by TouchMath. Copyright © 2020-2021 TouchMath, LLC. All rights reserved.
• Your Warranties.
  • You have the authority to enter into these Terms;
  • You are at least eighteen (18) years of age;
  • You are under no contractual obligation that will interfere with your ability to perform underthese Terms;
  • You will not access or use the Services in any manner not permitted by these Terms;
  • You will perform your obligations and exercise your rights under these Terms in compliance with all applicable laws and regulations (including any applicable export or import laws or regulations and any applicable rules regarding online conduct);
  • All information you provide in connection with your access to or use of the Services is true, accurate, and complete to the best of your knowledge and belief; and
  • If you submit the personal information of any person other than yourself in using the Services (such as information from or pertaining to students), you have sufficient permission from that person to provide us with that information.
• Use Restrictions. You will NOT, nor will you permit any person to:
  • Access or use the Services for purposes other than as expressly permitted by these Terms;
  • Access or use the Services for unlawful purposes;
  • Copy, download, reproduce, display, duplicate, sell, publish, disclose, post, license, rent, distribute, reconfigure, reverse-engineer, disassemble, decompile, prepare any derivative works of, discover the underlying ideas behind, discover the source code of, combine with other computer code or materials, translate, adapt, update, or modify the Services or any part thereof; except that you may download, copy, and print the Services content that is configured for downloading as specifically described above in these Terms;
  • Obscure, remove, alter, or modify any copyright, trademark, or other proprietary markings, designations, or notices in or on the Services;
  • Provide inaccurate, incomplete, or out-of-date information via the Services (including misrepresenting your qualifications, background, experience, or affiliations with any educational institution);
  • Create a false identify, hide your true identity, or impersonate or attempt to impersonate any person other than yourself;
  • Commit fraud or falsify information in connection with your use of the Services;
  • Engage in data mining or similar data gathering or extraction activities or retrieve data or other content from the Services for purposes of creating or compiling that content for any purpose;
  • Access or use the Services to develop, create, produce, enhance, or add to any database;
  • Access, use, or copy any portion of the Services, including any of its content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms;
  • Use the Services, including any Services content, in any way that infringes on or violates the rights of any other person or entity;
  • Send, post, or transmit any unsolicited messages, chain letters, spam, or junk mail using the Services;
  • Submit or provide through or using the Services any information or content that is defamatory, libelous, indecent, pornographic, obscene, otherwise objectionable or harmful, or that violates the rights of third parties;
  • Post, transmit, input, upload, or otherwise provide any information or materials that contain any viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware, or other harmful computer code or programming routines, including those designed to or that reasonably may disable, damage, impair, interfere with, surreptitiously intercept, or expropriate the Services or any computers, hardware, software, system, data, or networks;
  • Engage in activities that aim to render the Services or associated services inoperable or to make their use more difficult;
  • Use the Services as part of any effort to compete with TouchMath or to provide services as a service bureau;
  • Develop, assist in developing, or have developed on your own or on any other person's behalf any software, technology, products, or services that compete with or are substantially similar to the Services or any of its content;
  • Access, use, or analyze the Services for any purpose that is to TouchMath's detriment or commercial disadvantage; nor
  • Act maliciously against the business interests or reputation of TouchMath or any Services user.
• Your Account. You must have a Services account in order to access or use the Services. Authorized users of educational institutions or homes must be assigned an account by the administrator at the applicable institution before they can log in to the Services. You will be required to submit certain information and to establish a username and password in order to set up your account. For authorized users of educational institutions, your username must be the email address issued to you by your educational institution and you acknowledge and understand that your user accounts will be accessible by both you and your educational institution. You are responsible for maintaining the confidentiality of any information you use in connection with the Services, including your password. You are responsible for all activity on your account. If you believe someone else has accessed your account, please change your password and notify us immediately at TMPRO.support@touchmath.com. You must also notify us immediately if you are contacted by anyone requesting your username or password
• Account Suspension, Deactivation, and Termination. TouchMath may, at any time and for any reason, in its sole discretion and without notice or liability, suspend, deactivate, or terminate your Services account or your access to or use of the Services, and may terminate these Terms, including if you breach these Terms or any applicable Services Agreement, upon any unauthorized use of your Services account or user credentials, if you act in an abusive manner, or if you act in a manner inconsistent with applicable laws or regulations. If we suspend, deactivate, or terminate your account, you will not create another account without our prior written permission. You understand that, after termination of your Services account, your use of the Services, or these Terms, any User-Generated Content (as defined below) you have provided may remain in our systems and may continue to be used by other users of the Services, as applicable.
• Additional Terms. Your access to or use of certain features or functionality of the Services may be subject to additional terms, conditions, rules, or policies (together, "Additional Terms"). All applicable Additional Terms are incorporated by reference into these Terms.
• Services Availability; Changes to the Services. Any features, materials, products, or services made available through the Services or otherwise by TouchMath are subject to availability. TouchMath may change the Services, including the features, materials, products, and services made available through the Services, at any time without notice or liability.
• User-Generated Content. The Services may allow you to provide User-Generated Content. "User- Generated Content" means all data, information, images, messages, documents, and other content that is entered into, submitted to, posted on, uploaded to, transmitted, built, or displayed using, or otherwise provided via or using the Services by you or on your behalf. You, alone, are responsible for all User-Generated Content that you provide and for the legality, originality, and appropriateness thereof. User-Generated Content is not generated by TouchMath.
  By providing User-Generated Content you represent and warrant that you are the creator and owner of that User-Generated Content or that you otherwise have the full ability and all legal rights, permissions, and consents necessary to provide that User-Generated Content as contemplated by these Terms. Subject to the right and license granted to TouchMath below in this section, you retain any copyright or other intellectual property rights you may have in User-Generated Content that you provide.
  If you provide User-Generated Content, you agree to grant and you hereby grant TouchMath a perpetual, irrevocable, transferable, assignable, sublicensable, royalty-free, fully paid-up, worldwide right and license to copy, modify, adapt, reformat, reorganize, translate, excerpt, prepare derivative works of, store, publish, perform, display, license, exploit, and otherwise use and distribute, in all media and distribution methods now known or later developed, that User-Generated Content for purposes of providing the Services (including to share such User-Generated Content with other users, if and as applicable)
  TouchMath reserves the right, but does not have the obligation, to, at any time and for any reason, review, prescreen, redact, modify, reorganize, recategorize, or delete User-Generated Content. You understand and acknowledge that certain features of the Services may allow or require User- Generated Content that you provide to be made available to other users of the Services and that, accordingly, those other users may be able to access and use that User-Generated Content. You understand that, even after removal or deletion, User-Generated Content you have provided may remain viewable to and may have been copied or stored by other Services users.
• DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND AND TOUCHMATH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, AND NONINFRINGEMENT, AS WELL AS ANY ARISING BY OPERATION OF LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE.
  TOUCHMATH DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE SERVICES, NOR DOES TOUCHMATH WARRANT OR GUARANTEE THAT ANY DATA, INFORMATION, OR MATERIAL ON THE SERVICES IS ACCURATE OR RELIABLE. TOUCHMATH DOES NOT WARRANT OR GUARANTEE THAT AVAILABILITY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS. TOUCHMATH IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS ON OR RELATED TO THE SERVICES. TOUCHMATH HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATION OR USER-GENERATED CONTENT.
  WE MAKE NO WARRANTIES OR GUARANTEES AS TO THE QUALITY OF ANY TEACHING OR EDUCATIONAL SERVICES PROVIDED USING THE SERVICES. THE SERVICES ARE NOT GUARANTEED TO IMPROVE STUDENTS' GRADES, ABILITIES, SKILLS, OR PERFORMANCE. WE DO NOT WARRANT OR ENDORSE ANY USER-GENERATED CONTENT. ALL USER-GENERATED CONTENT IS SOLELY THE RESPONSIBILITY OF THE PERSON WHO PROVIDED THAT USER-GENERATED CONTENT.
  YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND ACCESS THERETO MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET (INCLUDING YOUR INTERNET CONNECTION), WIRELESS NETWORKS, TELECOMMUNICATIONS, AND ELECTRONIC COMMUNICATIONS. TOUCHMATH IS NOT RESPONSIBLE FOR ANY DELAYS, INACCURACIES, DELIVERY FAILURES, OR OTHER FAILURES OR DAMAGE RESULTING FROM THOSE PROBLEMS OR ANY OTHER PROBLEMS OUTSIDE OF TOUCHMATH'S REASONABLE AND DIRECT CONTROL, INCLUDING WITHOUT LIMITATION TELECOMMUNICATIONS SERVICES, THE INTERNET, WIRELESS NETWORKS, AND ANY THIRD-PARTY SOFTWARE OR SERVICES.
  WE MAKE NO REPRESENTATION THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. IF YOU CHOOSE TO ACCESS OR USE THE SERVICES FROM LOCATIONS OTHER THAN THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAWS AND REGULATIONS.
  YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM THE SERVICES, AND ANY OTHER DAMAGE THAT MAY BE INCURRED.
  NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY YOU FROM TOUCHMATH OR IN ANY MANNER FROM THE SERVICES CREATES ANY WARRANTY.
• LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TOUCHMATH, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, LICENSORS, SUCCESSORS, OR ASSIGNS (TOGETHER, THE "TOUCHMATH PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY OTHER LOSS OR DAMAGE OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES (INCLUDING WITHOUT LIMITATION THE INPUT OF PERSONAL INFORMATION AND ANY RELIANCE ON DATA PROVIDED ON OR ACCESSED USING THE SERVICE), WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A TOUCHMATH PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE SERVICES.
  WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE TOUCHMATH PARTIES' LIABILITY TO YOU EXCEED $50, EVEN IF THIS REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
• Indemnification. You will indemnify, defend, and hold harmless the TouchMath Parties from and against all losses, claims, liabilities, demands, complaints, actions, damages, judgments, settlements, fines, penalties, expenses, and costs (including reasonable attorneys' fees) that arise out of or in connection with (a) your access to or use of the Services, (b) your misuse of or reliance on any content, material, data, or information (including User-Generated Content) viewed, streamed, downloaded, or otherwise accessed or obtained from or using the Services, (c) your submission of information, documents, and other content (including personal information and User-Generated Content) through or using the Services, (d) your violation of or noncompliance with applicable laws or regulations, (e) your breach of these Terms or the applicable Services Agreement, or (f) your negligence, willful misconduct, or fraud. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you.
• Force Majeure. TouchMath will not be liable to you or to any third party for any delay or other failure to perform under these Terms that is due to causes beyond TouchMath's control, including without limitation acts of God, terrorism, civil disorders, labor disputes, shortages, riot, war, strikes, acts of a public enemy, acts of the United States of America, any state, territory, or political division thereof, or any other nation or government, fires, floods, earthquakes, blizzards, other extraordinary elements of nature, epidemics, pandemics, acts or omissions of third parties, telecommunications failures, Internet failures, and similar causes and events.
• Third-Party Websites and Applications. The Services may link to, or be linked to, websites and applications not maintained or controlled by TouchMath. Those links are provided as a convenience and TouchMath is not responsible for examining or evaluating the content or accuracy of, and does not warrant or endorse, any third-party website or applications or any products or services made available through those websites or applications. Please take care when leaving the Services to visit a third-party website or application. You should read the terms of use and privacy policy for each website and application that you use.
• Linking to the Services. If you operate a website and are interested in linking to the Services: (a) you must notify us prior to linking to the Services; (b) the link must be a text-only link unless you request a graphic badge from TouchMath, in which case you may use any graphic badge provided by TouchMath to link to the Services, and, in any case, the link must be clearly marked; (c) the link and its use must be in connection with a website of appropriate subject matter; (d) the link and its use must not, nor have the potential to, damage or dilute the goodwill associated with TouchMath's names or trademarks; (e) the link and its use must not create the false appearance that any content, program, person, or entity is associated with, affiliated with, sponsored by, or endorsed by TouchMath; and (f) the link, when activated by a user, must display the Services full-screen and not within a frame or mirror. TouchMath reserves the right to revoke consent to link to the Services at any time in its sole discretion, either by amending these Terms or through other notice.
• Feedback. TouchMath welcomes comments regarding the Services. If you submit comments or feedback regarding the Services, they will not be considered or treated as confidential. Excluding any components consisting of personal information, and except as may be prohibited by law, we may use any comments and feedback that you send us in our discretion and without attribution or compensation to you.
• Audit. TouchMath and its designated representatives may, at their expense, audit, examine, and make copies of data, documents, information, and other records in your possession or control that relate to or concern the Services in order to determine your compliance with these Terms.
• Governing Law; Dispute Resolution. These Terms are governed by the laws of the state of Colorado, without regard to its conflict of law principles, and, as applicable, the federal laws of the United States. Venue is exclusively in the state or federal courts, as applicable, located in Colorado Springs, Colorado, with respect to any dispute arising under these Terms unless otherwise determined by TouchMath in its sole discretion. The parties expressly agree to the exclusive jurisdiction of those courts. The United Nations Convention for the International Sale of Goods does not apply. If there is a dispute, the prevailing party will be entitled to recovery of its costs and expenses, including reasonable attorneys' fees. You will not bring any action or other claim with respect to the Services or these Terms more than one (1) year after the claim arises.
  Each party will, prior to initiating a legal proceeding under these Terms, consult with the other party regarding any claim, controversy, or dispute arising under these Terms and will, in good faith, negotiate with the other party in an attempt to resolve the claim, controversy, or dispute on an amicable basis for a period of ten (10) days; provided that no such obligation will apply where the claim, controversy, or dispute involves the alleged infringement or other violation of TouchMath's intellectual property or proprietary rights, the unauthorized use or disclosure of personal information, or where a party is entitled to seek injunctive or other equitable relief.
• Relationship of the Parties. TouchMath is an independent contractor. These Terms do not create any agency, partnership, joint venture relationship, other form of joint enterprise, employment, or fiduciary relationship between the parties, their affiliates, or their respective employees, contractors, 14096961 v2or agents. Neither party has any authority to contract for or bind the other party in any manner or make any representation or commitment on behalf of the other party.
• Assignment. We may assign our rights and delegate our duties under these Terms at any time to any party without notice to you. You will not assign these Terms without our prior written consent. Any attempted assignment by you without our prior written consent will be void. Subject to the foregoing, these Terms are binding upon and inure to the benefit of the parties' respective successors and assigns.
• Entire Agreement; Interpretation. These Terms, including our Privacy Policy and any applicable Additional Terms, together with the applicable Services Agreement, are the entire agreement between you and TouchMath with respect to your access to and use of the Services. TouchMath's failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by TouchMath.
  If any provision of these Terms is held to be invalid or unenforceable in any jurisdiction, that provision will be ineffective in that jurisdiction to the extent of the invalidity or unenforceability, without invalidating any other provision of these Terms. The headings in these Terms are for convenience only and will not affect the construction or interpretation of these Terms.
  These Terms do not confer any rights, remedies, or benefits upon any person other than you and TouchMath, except that our affiliates are third-party beneficiaries of these Terms.
• Survival. Any provisions of these Terms that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, or dispute resolution) will continue in effect beyond any termination of these Terms or of your access to or use of the Services.
• Notice. Except as may be otherwise specified in these terms, all notices, consents, and other communications permitted or required to be given under these Terms must be in writing and addressed to the recipient and will be deemed given: upon delivery if personally delivered with fees prepaid, including by a recognized courier service; upon receipt if delivered by certified or registered mail, postage prepaid and return receipt requested, as indicated by the date on the signed receipt; or, where you are the recipient, upon delivery by email to the email address for your organization on file with TouchMath. Where TouchMath is the recipient, a copy of each communication must be sent to tmpro.support@touchmath.com in order to be valid. Please print or otherwise save a copy of these Terms and all notices, consents, and other communications for your reference.
• Contact Us. Please direct any questions and concerns regarding these Terms or the Services to us by email at tmpro.support@touchmath.com, by telephone at 1.866.978.7461, by mail at TouchMath, Attn: Annette Mosman, 5445 Mark Dabling Blvd., Colorado Springs, Colorado 80918, or through our Contact Us page.