Last Updated Date: August 11, 2026
Version: 1.0
These Chalkboard Pulls Terms of Use (the "Terms"), including the Arbitration Agreement (see Section 18), form a binding agreement between You ("You," "Your," or "User") and Taild Sports, Inc. d/b/a Chalkboard ("Chalkboard" or the "Company"). These Terms govern Your access to and use of Chalkboard's websites and any related applications (the "Platform"), Your creation and use of Your Chalkboard user account ("Account"), and Your participation in Chalkboard Pulls, including purchases of Items, Reveals, Inventory functionality, Redemptions, Buybacks, Wallet functionality, shipping, customer support, and related features (the "Program"). The Platform and the Program are collectively referred to as the "Services." Capitalized privacy terms not defined in these Terms have the meanings given in the Privacy Policy.
IMPORTANT NOTICES
THESE TERMS INCLUDE AN ARBITRATION AND CLASS ACTION WAIVER AGREEMENT (SEE SECTION 18) WHICH REQUIRES THAT ANY PAST, PENDING, OR FUTURE DISPUTES BETWEEN YOU AND US BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY AND FOR YOUR OWN LOSSES ONLY. YOU MAY NOT PROCEED AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, MASS ARBITRATION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING. ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY, UNLESS OTHERWISE PERMITTED BY THESE TERMS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION ON A RETROACTIVE BASIS AND AS TO ANY FUTURE CLAIMS, AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION WITH US, YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS OF ENTERING THIS AGREEMENT BY FOLLOWING THE INSTRUCTIONS IN SECTION 18. OPT-OUT REQUESTS SENT AFTER THE THIRTY (30) DAY PERIOD SHALL BE NULL AND VOID. EVEN IF YOU OPT OUT OF THE ARBITRATION AGREEMENT, ALL OTHER SECTIONS OF THESE TERMS APPLY.
PLEASE READ THESE TERMS, THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER AS PROVIDED IN SECTION 18, AND THE CHALKBOARD PRIVACY POLICY CAREFULLY BEFORE USING THE SERVICES. YOU AGREE THAT YOUR CONTINUED USE OR ACCESS OF THE PLATFORM OR THE PROGRAM SHALL BE SUBJECT TO THESE TERMS, WHICH FURTHER INCORPORATE AND INCLUDE THE PRIVACY POLICY AND THE RESPONSIBLE PURCHASING POLICY, AND ANY OTHER POLICIES THAT EXPRESSLY INCORPORATE THESE TERMS (COLLECTIVELY, "INCORPORATED POLICIES").
IT IS AN EXPRESS CONDITION OF THIS AGREEMENT THAT ANY CLAIMS YOU MAY HAVE AGAINST CHALKBOARD ARISING FROM ANY PAST, PRESENT OR FUTURE USE OF TRACKING SOFTWARE, INCLUDING BUT NOT LIMITED TO USE OF A META PIXEL, "COOKIES," "GET REQUESTS" OR JAVASCRIPT IN HTML CODE OF CHALKBOARD'S WEBSITE THAT INTERCEPTS, TRACKS, STORES, AND ANALYZES YOUR INTERACTIONS WITH CHALKBOARD'S WEBSITE FOR PURPOSES OF OBTAINING DATA OR TARGETED ADVERTISEMENT ARE HEREBY FULLY WAIVED, RELEASED AND COMPROMISED. CHALKBOARD SHALL HAVE NO LIABILITY TO YOU FOR ANY PAST, PRESENT OR FUTURE CLAIMS ARISING OUT OF OR RELATED TO THE USE OF TRACKING TECHNOLOGY.
PURCHASING AN ITEM DOES NOT ITSELF TRANSFER OWNERSHIP OF ANY PHYSICAL COLLECTIBLE. UPON REVEAL, THE APPLICABLE COLLECTIBLE IS ALLOCATED TO YOUR INVENTORY AND YOU RECEIVE THE RIGHTS EXPRESSLY DESCRIBED IN THESE TERMS, INCLUDING THE RIGHT TO REQUEST REDEMPTION (SUBJECT TO THESE TERMS) OR RECEIVE BUYBACK CREDIT, IF APPLICABLE. COLLECTIBLES ALLOCATED TO YOUR INVENTORY REMAIN THE PROPERTY OF CHALKBOARD UNTIL A SALE IS COMPLETED IN ACCORDANCE WITH SECTION 5.3. YOU DO NOT OWN A COLLECTIBLE MERELY BY HAVING IT ALLOCATED TO YOUR INVENTORY.
Acceptance of Terms. You represent and warrant that You have the right, authority, and capacity to accept these Terms and to abide by them, that You are of legal age, and that You have fully read and understood these Terms. You must read these Terms carefully in their entirety before checking the box for acceptance. By using or otherwise accessing the Program, or clicking to accept or agree where that option is made available, You confirm that You have read and agree to these Terms. If You do not agree to these Terms, You may not access or use the Platform or the Program. All of Your activity on the Platform and all of Your transactions with Chalkboard in connection with the Program, including events occurring before Your acceptance of these Terms, shall be subject to these Terms.
The Services are not sponsored, endorsed, or administered by, or associated with, Apple®, Facebook®, or Google®. You understand that You are providing Your information to Chalkboard only and not to Apple®, Facebook®, or Google®.
Relationship to Other Chalkboard Terms. These Terms govern only Your access to and use of the Program, including Deposits made for the Program, purchases of Items, Reveals, Collectibles allocated to Your Inventory, Redemptions, Buybacks, Buyback Credit, and related transactions. Chalkboard may offer other products and services that are governed by separate terms, rules, or policies, including the Chalkboard Terms of Use applicable to Fantasy Contests and Social Sports Picks. Those separate terms do not govern the Program except to the extent these Terms expressly state otherwise. If You use another Chalkboard product or service, the terms applicable to that product or service will govern Your use of that product or service.
1. Definitions
The following capitalized terms have the meanings given below wherever they appear in these Terms. Other capitalized terms are defined where they first appear.
1.1 “Buyback” has the meaning set forth in Section 7.1.
1.2 “Buyback Credit” means the internal ledger credit resulting from a Buyback or Time-Based Buyback, as described in Section 9.
1.3 “Carrier Acceptance” means a shipping carrier’s acceptance and initial possession of a packaged Collectible addressed to the address You provided.
1.4 "Collectible" means the physical collectible identified upon Reveal and allocated to Your Inventory.
1.5 “Deposit” means the funds You add to Your Account through a Payment Mechanism for the purpose of purchasing Items through the Program. Deposits may be used only as expressly permitted by these Terms.
1.6 "Election Period" means the period, as described in Section 7, during which a Collectible allocated to Your Inventory remains available for Redemption or Buyback before a Time-Based Buyback occurs.
1.7 "FMV" or "Fair Market Value" means the value of a Collectible as determined in accordance with Section 7.
1.8 "Inventory" means an electronic ledger maintained by Chalkboard reflecting the Collectibles allocated to Your Account following one or more Reveals and the rights associated with such Collectibles. The status of Collectibles allocated to Your Inventory is governed by Section 5 of these Terms.
1.9 "Item" means the entitlement purchased through the Program that, upon Reveal, provides for the allocation of one Collectible (or the stated number of Collectibles) to Your Inventory and the rights expressly provided under these Terms with respect to such Collectible.
1.10 “Payment Agent” means a third-party payment processor or payment agent used by Chalkboard in connection with the Services.
1.11 “Payment Mechanism” means a valid payment method accepted by the Platform that lawfully belongs to You.
1.12 "Redemption" means Your request, made through the Platform, to have a Collectible allocated to Your Inventory shipped to You, as described in Section 6.
1.13 "Registration Data" means the information You provide to Chalkboard to create and maintain Your Account, including Your name, contact information, and any other information collected at registration.
1.14 "Reveal" means the disclosure to You, following Your purchase of an Item, of the specific Collectible allocated to Your Inventory from that Item.
1.15 "Sale" means the transfer of title to a Collectible from Chalkboard to You upon satisfaction of all of the conditions set out in Section 5.3.
1.16 "Taxes" means all applicable sales, use, excise, and similar transaction taxes, duties, and governmental charges associated with the shipment of a Collectible, other than taxes on Chalkboard's net income.
1.17 "Time-Based Buyback" means a Buyback that Chalkboard effects at the end of the Election Period, without further action by You, as described in Section 7, if You have neither completed a Redemption of a Collectible nor requested a Buyback with respect to that Collectible.
1.18 "Wallet" means the area of Your Account that displays a single balance consisting of Your Deposit and Your Buyback Credit. The Wallet balance displayed to You may include amounts that are not eligible for withdrawal; withdrawal rights and restrictions are governed by Section 9.
2. Changes to These Terms
2.1 From time to time, Chalkboard may modify or amend these Terms. If Chalkboard does so, any such modifications or changes will be reflected in these Terms or the Incorporated Policies, as applicable, on the Platform. Chalkboard may also, but is not required to, notify You by email regarding any material changes to these Terms or the Incorporated Policies. Whether or not You receive or review such notifications, You agree that You will be bound by any such changes and that it is Your responsibility to check these Terms, including the Incorporated Policies, as posted on the Platform prior to accessing the Platform or using the Services. Your further use of the Services after any changes are posted constitutes Your acceptance of the Terms as modified.
2.2 Chalkboard may also modify or amend any of the Incorporated Policies from time to time. Any such modifications or changes will be reflected in the Incorporated Policies as posted on the Platform. You are responsible for reviewing the Incorporated Policies as posted on the Platform prior to accessing the Platform or using the Services. Your further use of the Services after any changes are posted constitutes Your acceptance of the Incorporated Policies as modified.
2.3 If You have any questions about these Terms or the Incorporated Policies, please contact customer support as provided in Section 17.
2.4 In the event of any conflict between these Terms and the Incorporated Policies, these Terms will control.
3. General Eligibility and Prohibited Conduct
Your eligibility for continued use of the Services is contingent on Your ongoing compliance with these Terms, and in particular:
3.1 You are over eighteen (18) years of age, or the minimum legal age of majority, whichever is higher, in the jurisdiction in which You are located at the time of accessing or using the Services, and You are, under the laws of the jurisdiction(s) applicable to You, legally allowed to purchase Items and participate in the Program.
3.2 You understand and accept that Chalkboard is unable to provide You with any legal advice or assurances, and that it is Your sole responsibility to ensure that You comply at all times with the laws applicable to You and that You have the complete legal right to access and participate in the Program.
3.3 You will monitor Your Account and ensure that no individual under eighteen (18) years of age, or the minimum legal age of majority, whichever is higher in the applicable jurisdiction, accesses or uses the Services through Your Account. You are responsible for all activity conducted through Your Account, including any unauthorized use by a minor and any use of Your Payment Mechanism, or any form of payment, through Your Account.
3.4 Chalkboard offers different parts of the Services in different states based upon applicable laws and regulations, and the eligible states may change from time to time. Eligibility for the Program is generally posted at helps.chalkboard.io.
3.5 You will participate in the Program solely in Your personal capacity and for recreational and entertainment purposes.
3.6 You represent and warrant that all information You provide to Chalkboard is complete, current, and accurate. Knowingly providing incomplete, inaccurate, or false information may result in immediate restriction, suspension, or termination of Your Account or access to the Services, to the extent legally permissible.
3.7 Prohibited Conduct. You will not be involved in any fraudulent, improper, or other unlawful activity in relation to Your use of the Platform or the Program. Chalkboard reserves the right to invalidate any transaction, purchase of Items,Reveal, Redemption, or Buyback in the event of such behavior. Such prohibited conduct includes, without limitation, the following:
3.7.1 abuse, harass, impersonate, intimidate, or threaten other Chalkboard users;
3.7.2 post or transmit, or cause to be posted or transmitted, any content that is infringing, libelous, defamatory, abusive, offensive, obscene, pornographic, or that otherwise violates any law or right of any third party;
3.7.3 use the Platform or Services for any unauthorized purpose, including in violation of applicable intellectual property laws;
3.7.4 post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain a password, Account, or private information from any Chalkboard user;
3.7.5 send unsolicited commercial or bulk communications to any other user;
3.7.6 infringe upon the intellectual property rights of Chalkboard, its users, or any third party;
3.7.7 submit comments or content linking to affiliate programs, multi-level marketing schemes, sites repurposing existing content, or off-topic content;
3.7.8 post, email, transmit, upload, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed or functioning to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment (including without limitation any time bomb, virus, software lock, worm, self-destruction, drop-device, malicious logic, Trojan horse, trap door, "disabling," "lock out," or "metering" device or any malicious code);
3.7.9 scrape, access, monitor, index, frame, link, or copy any content or information on the Platform by accessing the Platform in an automated way, using any robot, spider, scraper, or web crawler, or using any method of access other than manually accessing the publicly available portions of the Platform through a browser or accessing the Platform through any approved mobile application, application programming interface, or client application;
3.7.10 violate the restrictions in any robot exclusion headers of the Platform, if any, or bypass or circumvent other measures employed to prevent or limit access to the Platform;
3.7.11 post material that advocates illegal activity or discusses illegal activities with the intent to commit them (in either case as determined by Chalkboard in its sole discretion);
3.7.12 falsely state or otherwise misrepresent Your affiliation with a person or entity, or impersonate any person or entity in a manner that does not constitute parody;
3.7.13 through misrepresentation or otherwise, solicit personal or sensitive information from other users, such as address, credit card or financial account information, passwords, or other Registration Data;
3.7.14 violate the law or encourage conduct that would constitute a criminal offense or give rise to civil liability;
3.7.15 use artificial means, including creating multiple Accounts, to manipulate the
Platform, the availability or pricing of Items or Collectibles, or any FMV determination;
3.7.16 use any unauthorized scripts; all authorized scripts will be made available through the Platform;
3.7.17 advertise to, or solicit, any user to buy or sell any products or services, or use any information obtained from the Platform in order to contact, advertise to, solicit, or sell to users without their prior explicit consent;
3.7.18 sell, transfer, or trade Your Registration Data without written permission from Chalkboard;
3.7.19 use or access a version of the Platform or Registration Data that has been transferred, sold, or traded from another user without written permission from Chalkboard, except as permitted by these Terms;
3.7.20 use the Platform in a way that violates or facilitates violations of these Terms, any other agreement, or any guidelines or policies posted by Chalkboard;
3.7.21 falsify personal information, including payment information, required to use the Platform, purchase an Item, redeem a Collectible, or receive a Buyback;
3.7.22 collude with any other individuals to obtain any advantage or gain in connection with the Program;
3.7.23 violate the terms of any eligible payment method;
3.7.24 tamper with the administration of the Platform or attempt in any way to tamper with the computer programs associated with the Platform;
3.7.25 use a VPN, IP proxy, or other method to disguise or misrepresent Your location or place of residence in order to circumvent geographical or eligibility restrictions on the Services;
3.7.26 obtain other users' information and send unsolicited communications to other users;
3.7.27 engage in promotions abuse of any kind, including abuse of any offers or promotions;
3.7.28 exploit, or attempt to exploit, any bug, error, pricing, statistical or probability error, or other defect in the Platform, or take any action Chalkboard reasonably determines is designed to obtain Items, Collectibles, a credit based on FMV, Buyback Credit, or another benefit other than as intended;
3.7.29 initiate a chargeback in bad faith or in violation of Section 8.7, or engage in any conduct designed to obtain a Buyback, a credit based on FMV, or withdrawal to which You are not entitled;
3.7.30 sell, assign, transfer, pledge, or attempt to transfer a Collectible allocated to Your Inventory, or Your rights with respect to it, to any other person, other than through the Platform;
3.7.31 abuse the Platform or the Program in any way; or
3.7.32 otherwise violate these Terms.
3.8 If Chalkboard reasonably determines that You have engaged in prohibited conduct or otherwise abused the Platform, Services, Program, or any promotion, Chalkboard may, in its sole discretion and to the extent permitted by applicable law, invalidate or disqualify Your participation in the Program; void, decline or reverse a purchase of an Item, Reveal, Redemption, Buyback, or withdrawal; effect a Buyback of a Collectible allocated to Your Inventory and credit its FMV; withhold, freeze, or reverse Buyback Credit obtained in connection with the violation; recover amounts owed to Chalkboard; suspend, limit, or terminate Your Account or access to any services; impose a permanent ban from the Platform; and pursue any other remedies available under these Terms or applicable law.
3.9 To report Terms violations, please contact customer support via the Contact Us form.
3.10 You may only use a Payment Mechanism accepted by the Platform or its Payment Agents.
3.11 If You permit any other individual to access or use the Services through Your Account, You are responsible for that individual's compliance with these Terms, and You accept full responsibility for any use of the Services through Your Account by a minor, including any purchases made using Your Payment Mechanism. You will take reasonable steps to ensure that no individual under 18 years of age, or the minimum legal age of majority, whichever is higher in the applicable jurisdiction, accesses or uses the Services through Your Account.
3.12 The Program is not directed to, and Chalkboard does not knowingly collect personal information from, individuals under 13 years of age. If Chalkboard becomes aware that it has collected personal information from such individuals, it will take steps to delete that information in accordance with its Privacy Policy.
4. Your Account
4.1 Account; General Information
4.1.1 You must create an Account in order to access or use the Program.
4.1.2 Only one Account is permitted per person. In the event You open or attempt to open more than one Account, all Accounts You have opened or attempted to open may be terminated or suspended, and any Buyback Credit or other balances may be handled in accordance with these Terms.
4.1.3 If You lose access to Your Account, You must not register a new Account. Instead, You must contact customer support to have Your Account status updated.
4.1.4 You are required to keep Your personal details up to date. If You change Your address, email, phone number, or any other contact details or personal information, please contact customer support. The name You provide at registration must match any identification You provide for Your Account verification under Section 4.3.
4.1.5 During the registration process, You will be required to select a password unless: (i) You log in to Your Account using the Facebook® login feature, in which case Your Facebook® password will apply; or (ii) You log in to Your Account using the Google® login feature, in which case Your Google® password will apply.
4.1.6 You confirm that You will not share Your Account or password with any other person or let anyone else access or use Your Account without Chalkboard's written permission. You will not access or use an Account that has been rented, leased, sold, traded, or otherwise transferred from the Account creator without Chalkboard's written permission.
4.1.7 If You become aware, or have reason to suspect, that the security of Your Account may have been compromised, including loss, theft, or unauthorized disclosure of Your password or Account details, You must notify Chalkboard immediately.
4.1.8 You are responsible for maintaining the confidentiality of Your Account and accept responsibility for all uses of the Account, including any purchases (whether or not authorized by You).
4.1.9 Chalkboard reserves the right to close Your Account if it becomes Inactive under Section 4.5 and consistent with these Terms. You agree that Chalkboard is not required to give notice to You prior to taking such action, although Chalkboard may choose to do so in its sole discretion.
4.1.10 If You wish to close Your Account, You may do so at any time by contacting customer support; the treatment of any Collectible allocated to Your Inventory and any Buyback Credit on closure is governed by Sections 4.4.6, 5, 7, 8.2, and 9.
4.1.11 Chalkboard reserves the right, in its sole discretion, to refuse to open or to close an Account.
4.1.12 Account registrations may be limited to one Account registration per person or per IP address at Chalkboard’s sole discretion.
4.1.13 Chalkboard reserves the right, at its sole discretion, to deactivate or suspend Your Account (notwithstanding any other provision contained in these Terms) where Chalkboard has reason to believe that You have coordinated conduct intended to manipulate Item availability, purchasing limits, Reveals, pricing, promotions, FMV determinations, or other Program mechanics.
4.2 Account Password and Security
4.2.1 You may not use a username that promotes a commercial venture or a username that Chalkboard in its sole discretion deems offensive. Many portions of the Services require registration for access. You are responsible for maintaining the confidentiality of Your username, password, and other Account credentials. You must use only Your own credentials, must not share them with another person, and must promptly notify Chalkboard of any unauthorized Account access or other security breach. Chalkboard recommends that You use a strong, unique password. Chalkboard is not responsible for loss resulting from Your failure to comply with this Section.
4.2.2 Chalkboard’s collection, use, disclosure, retention, and protection of Personal Information in connection with the Services is governed by the Privacy Policy. This may include information relating to Your Account, identity and eligibility verification, location, purchases and payments, Reveals, Inventory, Redemptions, Buybacks, withdrawals, shipping and fulfillment, customer support, fraud prevention, and legal compliance.
4.2.3 You acknowledge and agree that Chalkboard is authorized to act on instructions received through the use of Your username and password, and that Chalkboard may, but is not obligated to, deny access or block any transaction made through use of Your username and password without prior notice if Chalkboard believes Your username and password are being used by someone other than You, or for any other reason.
4.2.4 Chalkboard may require You to change Your password or username or may change Your username where reasonably necessary. Chalkboard recommends that You use a strong, unique password and change it periodically.
4.3 Verification
4.3.1 By creating a Chalkboard Account, You agree to provide Chalkboard with a valid mailing address, date of birth, and Social Security number as well as any other information Chalkboard may require in order to run appropriate identity checks and comply with applicable rules and regulations. If necessary, You may be required to provide appropriate documentation that allows Chalkboard to verify You.
4.3.2 Your access to and use of the Services, including Your ability to purchase Items, have Collectibles allocated to Your Inventory, receive Buyback Credit, redeem Collectibles for shipment, and Your ability to create or maintain an Account, is at all times subject to Chalkboard's policies and procedures for age, location, and identity verification, including any methods employed by Chalkboard or its third-party service providers. You may not be able to access the Services until verification of Your Account or identity is complete. While Your Account is pending verification, Chalkboard reserves the right in its sole discretion to prohibit You from purchasing Items or adding Deposits to Your Account until verification is complete. If Chalkboard is unable to verify Your Account or identity at any point, Chalkboard reserves the right in its sole discretion to terminate or suspend Your Account and restrict access to Deposits, Buyback Credit, withdrawals, shipments, or other Account functionality until such time as Chalkboard has been able to successfully verify You.
4.3.3 You acknowledge that Chalkboard, or a third party acting on Chalkboard’s behalf, is entitled to conduct any verification checks (including, but not limited to, age, identity, source-of-funds, fraud, sanctions, and payment verifications) that Chalkboard may reasonably require or that are required of Chalkboard under applicable laws and regulations or by relevant regulatory authorities. You agree to comply with all verification checks in a timely manner.
4.3.4 You agree that Chalkboard may restrict Your opening or use of an Account pending completion of any verification checks to Chalkboard’s satisfaction.
4.3.5 The documents required may include, but are not limited to, photo identification, such as a government-issued passport or driver’s license; a utility bill that matches the address registered on Your Account; and source of wealth or source of funds documentation such as a pay stub or bank statement.
4.3.6 In the event that any verification check cannot be completed for any reason, including Your failure to provide any requested documentation, then Chalkboard may, in its sole discretion, terminate, deactivate or otherwise restrict Your Account. Because a Collectible cannot be shipped to You until You have passed verification, a Collectible that remains allocated to Your Inventory when verification cannot be completed will be subject to a Buyback and a resulting Buyback Credit, as provided in Sections 7 and 9, respectively.
4.3.7 You acknowledge and agree that Chalkboard may use third-party service providers to run external identification, location verification and other verification checks based on the information provided by You from time to time. You must enable and allow “Location Services” on Your device to verify Your location and eligibility to access or use certain Services.
4.3.8 You represent and warrant that You are not: (a) named on any list of prohibited or restricted parties maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") or any other applicable sanctions authority; (b) located in, ordinarily resident in, or accessing the Services from a country or region subject to comprehensive U.S. sanctions; or (c) otherwise prohibited by applicable law from receiving funds, goods, or services from Chalkboard. Chalkboard may screen Your Account and transactions against applicable sanctions and watch lists and may decline, suspend, or terminate Your access to the Services, withhold any Buyback Credit, or decline to process any withdrawal or shipment, to the extent Chalkboard reasonably believes such action is required by applicable law.
4.4 Termination and Suspension
4.4.1 You agree that Chalkboard shall not be liable to You or any third party for any modification, suspension or discontinuance of any Services.
4.4.2 Chalkboard does not guarantee that any of its Services will be available at all times or at any given time or that it will continue to offer all or any Services for any particular length of time. Chalkboard may change and update Services without notice to You. Chalkboard makes no warranty or representation regarding the availability of its Services and reserves the right to modify or discontinue the Services in its sole discretion without notice, including for example, ceasing the Program or other Services for technical reasons, such as technical difficulties experienced by Chalkboard or on the internet, or to allow Chalkboard to improve user experience. NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOU ACKNOWLEDGE AND AGREE THAT ANY OR ALL OF CHALKBOARD’S SERVICES MAY BE TERMINATED IN WHOLE OR IN PART AT CHALKBOARD’S SOLE DISCRETION WITHOUT NOTICE TO YOU. YOU ASSUME ANY AND ALL RISK OF LOSS ASSOCIATED WITH THE TERMINATION OF CHALKBOARD’S SERVICES, EXCEPT AS EXPRESSLY PROVIDED HEREIN.
4.4.3 Upon termination of Your Account, Your right to use the Services will immediately cease.
4.4.4 If You wish to terminate Your Account, You may contact Chalkboard at [email protected] with a note to say You wish to terminate Your Account.
4.4.5 If Your Account is subject to a suspension, You must respect the restrictions and limitations imposed on Your Account as part of the suspension, and You should communicate with Chalkboard regarding restoration of Your Account via the Contact Us form.
4.4.6 On termination or suspension of Your Account, or on discontinuance of the Program:
4.4.6.1 any Collectible then allocated to Your Inventory will be handled as a Buyback, and its FMV credited to Your Account as Buyback Credit, except where these Terms provide otherwise or where termination results from Your violation of Section 3, in which case Section 3 governs the treatment of that Collectible and any related credit; and
4.4.6.2 any Buyback Credit then in Your Wallet remains subject to these Terms, including the withdrawal, anti-fraud, dormancy, and unclaimed-property provisions, and will be made available to You or handled as unclaimed property in accordance with those Sections and applicable law.
4.5 Inactive Accounts; Abandoned Accounts; Unclaimed Property.
4.5.1 If Your Account has had no login, purchase of an Item, Redemption, Buyback, Deposit, or withdrawal (“Account Activities”) for eighteen (18) consecutive months, or such longer period as required under applicable state law, Chalkboard may, in its sole discretion, deem Your Account “Inactive.”
4.5.2 If Your Account is deemed Inactive, and unless prohibited by applicable law, Chalkboard will charge a fee of $4.00 per month (the “Inactivity Fee”) to Your Account until the earlier of (a) Your Account is reactivated by one of the Account Activities; or (b) Your Account has a $0.00 balance. The Inactivity Fee will never reduce Your Account balance below $0.00. Chalkboard will provide You with at least thirty (30) days’ notice, using the contact information associated with Your Account, before the first Inactivity Fee deduction. You are responsible for keeping Your contact information current; Chalkboard is not responsible for a failure of notice resulting from outdated or inaccurate contact information You have provided.
4.5.3 Chalkboard reserves the right to terminate an Inactive Account that has a $0.00 Wallet balance and no Collectible allocated to its Inventory. If a Collectible remains allocated to the Inventory of an Inactive Account, Chalkboard will first effect a Buyback of that Collectible in accordance with Section 7 before any termination under this Section 4.5.3.
4.5.4 If Chalkboard has had no sufficient contact with You after deeming Your Account Inactive, and Your Account remains Inactive for the period specified by applicable state law, Your Account may be presumed to be legally abandoned (an “Abandoned Account”). Chalkboard will make reasonable efforts to notify You before treating Your Account as an Abandoned Account, using the contact information associated with Your Account. Where required by applicable state law, Chalkboard will remit the property in an Abandoned Account to the appropriate state agency as unclaimed, and may deduct fees associated with that remittance to the extent permitted by applicable law. Once unclaimed property has been remitted to a state agency, Chalkboard will have no further liability to You for such property; if You choose to reclaim such property, You must do so in accordance with the applicable state’s unclaimed property procedures. If no applicable law requires remittance of a remaining balance to a state agency, that balance will continue to be reduced by the Inactivity Fee until it reaches $0.00. Chalkboard reserves the right to terminate any Abandoned Account once its balance has been remitted or otherwise resolved under this Section.
5. Purchases of Items, Inventory, and Transfer of Title
5.1 When You purchase an Item, upon Reveal, one Collectible (or the stated number of Collectibles) is allocated to Your Inventory on a randomized basis from the set of possible Collectibles. Your purchase of an Item provides only the rights expressly described in and subject to these Terms with respect to the Collectible allocated to Your Inventory, including the right to request Redemption, receive Buyback Credit (including following a Time-Based Buyback) if available, or allow the Collectible to remain allocated to Your Inventory during the Election Period. Any Entertainment Interfaces, as described in Section 5.9, are not themselves a separate thing of value. You are not purchasing a specific, identified Collectible prior to Reveal. The categories of Collectibles available from an Item, and the associated statistics (which may be expressed as the probability of receiving a Collectible of a given rarity, grade, or value range), are disclosed to You before You purchase.
STATISTICS AND PROBABILITIES DISCLOSED AT THE TIME OF PURCHASE REFLECT CURRENT AVAILABLE ITEMS AND MAY DIFFER FROM PROBABILITIES SHOWN FOR A PRIOR OR SUBSEQUENT PURCHASE. CHALKBOARD DOES NOT GUARANTEE THAT PROBABILITIES WILL REMAIN CONSTANT ACROSS PURCHASES. ANY STATISTICS OR PROBABILITIES DISCLOSED ARE ACCURATE AS OF THE TIME THEY ARE SHOWN BUT ARE SUBJECT TO CHANGE, AND THE DISTRIBUTION AMONG POSSIBLE OUTCOMES MAY NOT BE, AND IS LIKELY NOT TO BE, EQUAL.
The purchase of an Item is final and non-refundable except as expressly provided in these Terms or as required by applicable law. Upon confirmation of Your purchase of an Item and Reveal, the specific Collectible resulting from that Item will be allocated to Your Inventory.
5.2 Chalkboard retains legal and equitable title to each Collectible until a Sale is completed under Section 5.3. Until then, Your rights are limited to those expressly granted in these Terms, including the right to request Redemption or receive Buyback Credit, if applicable. Allocation to or display of a Collectible in Your Inventory on the Platform does not transfer title or create any ownership, trust, bailment, custodial, escrow, security, lien, fiduciary, or other property interest in Your favor.
5.3 No sale of a Collectible occurs, and title to a Collectible does not pass to You, until all of the following conditions are met (the completion of which is a "Sale"): (a) You request that the Collectible be shipped to You; (b) You pay all applicable shipping, handling, insurance, and Taxes associated with the shipment; (c) the Collectible is in Chalkboard's possession and available for shipment (for lost, damaged, or unavailable items, see Section 5.7); (d) Your Account has not been banned, suspended, or otherwise terminated; (e) You have passed Chalkboard's identity verification (KYC) process; and (f) Carrier Acceptance occurs. Title passes to You upon completion of the Sale. Until a Sale occurs, legal title, ownership, and possession remain with Chalkboard.
5.4 Risk of loss for a Collectible allocated to Your Inventory remains with Chalkboard until a Sale is completed, after which risk of loss passes to You upon Carrier Acceptance. Prior to a Sale, and except as caused by Chalkboard's gross negligence or willful misconduct, Your sole and exclusive remedy for any loss, mislabeling, damage, destruction, or unavailability of a Collectible allocated to Your Inventory will be, at Chalkboard’s election, either (a) a credit to Your Account equal to the FMV of that Collectible; or (b) a replacement Collectible of materially similar characteristics and approximately equivalent FMV as of the time the replacement is selected. Any credit under this Section will be treated as Buyback Credit under Section 9.
5.5 A Collectible allocated to Your Inventory, and Your rights with respect to it, are personal to You and exercisable only through the Platform by (a) requesting Redemption, or (b) requesting or receiving a Buyback. You may not sell, assign, transfer, pledge, or otherwise dispose of a Collectible allocated to Your Inventory, or Your rights with respect to it, to any other person. There is no peer-to-peer marketplace or user-to-user transfer feature on the Platform. Any attempted transfer in violation of this Section is void.
5.6 Collectibles allocated to Your Inventory are subject to the Election Period and Time-Based Buyback provisions of Section 7, and to the dormancy, unclaimed-property, and account-closure provisions of Section 4.
5.7 If a Collectible allocated to Your Inventory is lost, stolen, destroyed, or otherwise unavailable when You request Redemption, Chalkboard will provide the remedy described in Section 5.4. If Chalkboard provides a credit based on FMV, Chalkboard will also refund any shipping amounts and Taxes You paid for the affected shipment.
5.8 Collectibles may or may not be graded and encapsulated by a third-party grading company, and the grade, if any, assigned to a Collectible is described at the time of Reveal. A Collectible not identified as graded or that is denoted as"raw" or “ungraded” is provided as an ungraded collectible with no guarantee of condition and is provided “as-is.” Graded Collectibles are provided in the third-party holder or encapsulation in which they are maintained, and such holder or encapsulation may exhibit ordinary cosmetic wear or imperfections, including scratches, scuffs, marks, or other signs of handling, which do not affect the stated grade of the Collectible. The cosmetic condition of any holder or encapsulation is not separately graded or guaranteed by Chalkboard. Except as expressly stated in these Terms, expressly represented by Chalkboard, or provided in an applicable grading guarantee, Chalkboard makes no representation or warranty regarding a Collectible’s grade, condition, authenticity, future value, or cosmetic condition of any holder or encapsulation, and Collectibles are provided "as-is."
5.9 Certain in-app animations, selectors, and other visual interfaces associated with the purchase of an Item or the Reveal ("Entertainment Interfaces") are provided for entertainment purposes only and do not affect, and are not part of, the determination of the Collectible allocated to Your Inventory. The only inputs that affect a purchase of an Item or its outcome are Your selection of the Item, any rarity selector made available and confirmed prior to purchase, and Your confirmation of the purchase. Entertainment Interfaces have no effect on, and cannot determine, alter, delay, or reverse, the Collectible allocated to Your Inventory or any other outcome of a purchase of an Item at the time the Entertainment Interface is displayed. If an Entertainment Interface fails to display or malfunctions, the Collectible previously allocated to Your Inventory will be shown in Your Inventory unaffected by such failure.
6. Redemption and Shipping
6.1 At any time while a Collectible is allocated to Your Inventory, and subject to the Election Period and Time-Based Buyback provisions of Section 7, You may request that the Collectible be shipped to You ("Redemption"). Redemption is available only through the Platform. Upon a valid Redemption request and the satisfaction of all conditions in Section 5.3, a Sale of the Collectible is completed and title transfers to You as provided in Section 5.3.
6.2 Redemption is subject to the conditions for Sale in Section 5.3. Once those conditions have been satisfied, Chalkboard will ship the Collectible to the address You provided. If any condition is not met, Chalkboard may decline or delay shipment until the condition is satisfied and may leave the Collectible allocated to Your Inventory or hold the Redemption request open in the interim.
6.3 To protect against fraud and theft, You must complete and pass Chalkboard's identity verification process before any Collectible is shipped. If Your verification is incomplete or pending, You will be unable to request Redemption of Collectibles allocated to Your Inventory, and the affected Collectible remains allocated to Your Inventory, subject to the Election Period and Time-Based Buyback provisions of these Terms, notwithstanding a pending verification.
6.4 You are responsible for all shipping, handling, insurance, and other fees associated with Redemption, together with all applicable Taxes. Applicable fees and Taxes will be disclosed to You at the time You request Redemption and must be paid before shipment. Sales tax, where applicable, is calculated based on the shipping address and is due at the time of shipment. During periods of high redemption volume, Chalkboard may apply a temporary per-Collectible handling surcharge, disclosed to You at the time You request Redemption.
6.5 Chalkboard will make commercially reasonable efforts to ship a redeemed Collectible promptly following satisfaction of the Section 6.2 conditions. Shipping is available within the United States only. Collectibles are shipped individually. Chalkboard does not guarantee any particular delivery timeframe and is not responsible for carrier delays.
6.6 Risk of loss passes to You upon Carrier Acceptance. Once Carrier Acceptance occurs, transit loss and damage are subject to the applicable carrier’s terms, claims procedures, and available insurance coverage.
6.7 If a shipped Collectible is lost, damaged, or misdelivered in transit, Chalkboard will administer the applicable carrier claim and, at its discretion and subject to verification, provide a replacement Collectible, credit to Your Account, refund of shipping charges, or another remedy as required by applicable law and consistent with these Terms.
6.8 You must examine each shipment promptly on delivery. If the Collectible You receive is missing, damaged, or does not match the Collectible that was redeemed, You must notify Chalkboard through in-app customer support within ten (10) days of the delivery date shown in the carrier's records. If You do not notify Chalkboard within that window, You agree that You have accepted the shipment as fully satisfying the Redemption.
6.9 If a shipment is returned to Chalkboard as undeliverable (including due to an incorrect or incomplete address provided by You), Chalkboard will attempt to contact You and may hold the Collectible on Your behalf pending reshipment. Chalkboard may establish reasonable storage, reshipment, and disposition procedures for returned shipments, as disclosed through the Platform or customer support and subject to applicable law. Chalkboard will process such Collectible for reshipment to You at Your expense once a corrected address and any reshipment fees are provided. You are responsible for providing an accurate shipping address. Title will remain with You unless You authorize another disposition or applicable law permits Chalkboard to treat the Collectible as abandoned or unclaimed property.
6.10 To protect the Platform against abuse, Chalkboard may restrict the addresses or shipping methods available for a Redemption, and may decline a Redemption request directed to an address Chalkboard reasonably believes is being used to circumvent these Terms.
7. Buyback
7.1 "Buyback" means Chalkboard's settlement of its obligation with respect to a Collectible allocated to Your Inventory in exchange for a credit of one hundred percent (100%) of that Collectible's FMV to Your Account. Because title to a Collectible allocated to Your Inventory remains with Chalkboard until a Sale is complete, a Buyback is not a purchase of property. A BUYBACK IS A SEPARATE TRANSACTION AND IS NOT A REFUND OF YOUR PURCHASE OF AN ITEM, WHICH IS FINAL AND NON-REFUNDABLE.
7.2 For so long as a Collectible is allocated to Your Inventory and has not been redeemed under Section 6, You may request a Buyback of that Collectible through the Platform. Upon a valid Buyback request, Chalkboard will credit the FMV of the Collectible, determined as of the time the Buyback is processed, to Your Account, and the Collectible will be removed from Your Inventory. A Buyback, once processed, is final.
7.3 Each Collectible allocated to Your Inventory is available for Redemption or Buyback for two (2) consecutive 24-hour periods beginning at the time the applicable Item was purchased (the "Election Period"). If, at the end of the Election Period, You have neither completed a Redemption of the Collectible under Section 6 nor requested a Buyback with respect to that Collectible under Section 7.2, Chalkboard will effect a Buyback of the Collectible (a "Time-Based Buyback"), crediting the FMV of the Collectible to Your Account as of the time the Time-Based Buyback is processed and removing the Collectible from Your Inventory.
7.4 The Election Period may be paused, and no Time-Based Buyback will occur, for so long as (a) Your identity verification process is pending in good faith, (b) a Redemption request You have submitted is pending or has been delayed by Chalkboard, or (c) a Collectible allocated to Your Inventory is lost, damaged, or unavailable and is being remedied. The Election Period resumes when the condition causing the pause is resolved.
7.5 Chalkboard may determine and display a fair market value (the "FMV") of a Collectible for purposes including: (a) displaying estimated values or other metrics before or after the purchase of an Item; (b) determining the amount of Buyback Credit resulting from a Buyback or Time-Based Buyback; and (c) calculating a credit or other remedy for a lost, damaged, destroyed, mislabeled, or unavailable Collectible. FMV is determined by Chalkboard in its sole discretion utilizing proprietary methodologies and market data, taking into account one or more of the following factors (the "FMV Factors") in each case applicable to a Collectible: (i) rarity; (ii) historical sales of the same Collectible, where available; (iii) historical sales of similar collectibles; (iv) the time, expense, and risk of acquiring a similar collectible; (v) general market dynamics relevant to the applicable collectible category; (vi) professional grading scores and encapsulation or packaging status; (vii) provenance, history, additional features, or modifications; (viii) degree of certainty regarding authenticity; (ix) average time-to-sale for similar collectibles; (x) signatures, inscriptions, or other similar additions and their rarity; and (xi) Chalkboard’s cost of acquiring the Collectible. No representation is made that any FMV will remain stable or that the weight and use of any FMV Factors will remain unchanged. FMV is stated in U.S. dollars, may change at any time, may differ from third-party valuations, is final and non-appealable, and is the value applied to a Buyback or Time-Based Buyback under these Terms.
7.6 You acknowledge that although Chalkboard credits one hundred percent (100%) of a Collectible’s FMV upon and at the time of a Buyback or Time-Based Buyback, the FMV itself may rise or fall over time, that the FMV credited on a Buyback or Time-Based Buyback may be lower than the price You paid for the Item from which the Collectible was revealed, and that Chalkboard does not guarantee that any Buyback FMV will equal or exceed that price or any other amount.
7.7 By requesting a Buyback, and with respect to any Time-Based Buyback, You agree that the resulting Buyback Credit is final and binding, and You waive any claim that the FMV applied was incorrect, that the Collectible was worth more than the FMV credited, that the value of the Collectible changed after the Buyback or Time-Based Buyback was processed, or that You did not understand or intend the Buyback or Time-Based Buyback.
7.8 Buyback Credit resulting from a Buyback or Time-Based Buyback is applied to Your Account as described in Section 9 and is subject to that Section, including its provisions on use, withdrawal, and dormancy.
8. Pricing, Payment, and Taxes
8.1 All prices for Items offered on the Platform, and all fees charged in connection with the Program, are stated and payable in U.S. dollars. Chalkboard may change its prices and fees at any time; the price or fee applicable to a transaction is the one displayed to You at the time You authorize that transaction.
8.2 Deposits. You may make a Deposit using a Payment Mechanism. Deposits are non-refundable and non-transferable, except as required by applicable law, and may be used only to purchase Items or other uses expressly permitted on the Platform. You may not withdraw a Deposit; only Buyback Credit obtained through a Buyback or Time-Based Buyback, as described in Section 9, is eligible for withdrawal. By adding a Deposit, You waive any right to withdraw or use those funds other than through the purchase of an Item or other use expressly permitted on the Platform. You must fund a Deposit using a Payment Mechanism that lawfully belongs to You.
8.3 You must pay using a valid payment method accepted by the Platform that lawfully belongs to You. You acknowledge and agree that Chalkboard may, from time to time and without notice, appoint one or more Payment Agents to process payments to or from You on Chalkboard's behalf, and that a Payment Agent may exercise Chalkboard's rights under these Terms with respect to payment processing. You authorize Chalkboard and its Payment Agents to store Your payment credentials to process future transactions, in compliance with applicable payment-processing regulations.
8.4 The name on Your payment method must match the name on Your Account and the identity verified under Section 4.3. If it comes to Chalkboard’s attention that the name You registered on Your Account and the name linked to Your Payment Mechanism differ, Chalkboard may suspend Your Account, decline or void any transactions, and take any other actions described in Section 4.4.
8.5 When You authorize a purchase, You authorize Chalkboard or its Payment Agent to charge Your payment method for the displayed price, including any applicable fees and Taxes. Chalkboard will provide confirmation of the transaction through the Platform. A purchase of an Item is final and non-refundable as provided in Section 5.1.
8.6 If You make a purchase, Chalkboard will reflect the purchase in Your Account and make the Reveal available promptly after the transaction is confirmed unless delayed by an event outside of Chalkboard’s reasonable control.
8.7 If a purchase of an Item, Deposit or other payment is subject to a chargeback, reversal, or similar claim, Chalkboard may suspend Your Account pending resolution. Any amount charged back to Chalkboard is a debt owed by You to Chalkboard, and Chalkboard may recover it, including by requiring payment through an alternative payment method. Chalkboard may decline to ship, or may remove from Your Inventory, any Collectible associated with a purchase that is subject to an unresolved chargeback.
8.8 Redemption and shipment of a Collectible are subject to any shipping, handling, and insurance fees, disclosed to You at the time You request Redemption and payable before shipment.
8.9 You are responsible for all Taxes associated with the shipment of a Collectible. Where applicable, sales or use tax is calculated based on the address to which the Collectible is shipped and is due at the time of shipment. Applicable Taxes will be disclosed to You at the time You request Redemption and must be paid before shipment.
8.10 You are responsible for any income, capital gains, or other taxes arising from Your transactions on the Platform, including Buyback Credit, as described in Sections 9 and 21.2. Chalkboard does not provide tax advice.
8.11 You must promptly notify Chalkboard if Your payment method is cancelled, lost, or stolen, or if its security has otherwise become compromised.
8.12 A Payment Agent will have the same rights, powers, and privileges that Chalkboard has under these Terms with respect to payment processing and may exercise or enforce them as Chalkboard's agent or in its own name only to the extent necessary to perform the applicable payment-processing services. In no event will Chalkboard be liable to You for any loss, damage, or liability resulting from a Payment Agent's negligence or acts beyond the authority given by Chalkboard.
8.13 The Contact Us form is available twenty-four (24) hours a day, seven (7) days a week. Response times may vary.
8.14 Chalkboard may limit the amount that a User may deposit or spend on purchases of Items in accordance with applicable laws and regulations or based on operational, fraud, credit, regulatory, or other business risk. Determination of unacceptable risk for the purpose of this provision is at Chalkboard’s sole discretion. While Your Account is pending verification under Section 4.3, Chalkboard reserves the right in its sole discretion to prohibit You from adding Deposits to Your Account.
8.15 Additional State-Specific Notices
8.15.1 Notice for California Users Under Civil Code Section 1789.3. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N – 112, Sacramento, CA 95834, or by telephone at 1(800) 952 – 5210.
9. Wallet and Buyback Credit
9.1 When Chalkboard completes a Buyback or Time-Based Buyback of a Collectible, one hundred percent (100%) of the FMV of that Collectible is credited to Your Wallet as "Buyback Credit."
9.2 You may apply Buyback Credit toward the purchase of Items and other uses expressly permitted on the Platform. You may also request withdrawal of available Buyback Credit to an eligible external payment method, subject to this Section and to Chalkboard's verification and anti-fraud requirements. Deposits are governed by Section 8.2; only Buyback Credit, and not a Deposit, is eligible for withdrawal. Buyback Credit may not be transferred to any other Account or used to pay any other person.
9.3 Buyback Credit is reflected in Your Account as an internal ledger liability representing Chalkboard's obligation to pay You the applicable amount upon a valid withdrawal request or upon application toward the purchase of an Item, subject to these Terms. Buyback Credit is denominated in U.S. dollars. Chalkboard's crediting of Buyback Credit reflects settlement of Chalkboard's Buyback obligation to You with respect to a Collectible it owned. Chalkboard's obligation to You with respect to Buyback Credit is a general unsecured contractual obligation. It is not a bank deposit, stored-value account, trust account, escrow account, or custodial account, does not bear interest, and does not entitle You to any specific funds, account, or asset, nor does it create any fiduciary or bailment relationship. Chalkboard may use one or more third-party payment processors or Payment Agents to process withdrawals, and any payment issued to You may bear the name of Chalkboard's payment processor or operating-account bank. Withdrawals made via ACH may be processed through Aeropay, as described in Section 24.
9.4 You acknowledge that Account activity, transaction history, Wallet balances, and withdrawal information may be disclosed to any applicable state or federal governmental entity, regulatory authority, or law enforcement agency as required or permitted by applicable law.
9.5 Nothing in this Section 9 shall be construed as creating an obligation to maintain any particular level of reserves in any particular account, or as limiting Chalkboard’s right to change its internal fund-management practices at any time without notice to You, provided that Chalkboard’s obligations to You under these Terms remain unaffected.
9.6 Chalkboard will endeavor to process withdrawal requests promptly, typically within ten (10) business days after the request is received. Chalkboard may conduct checks for compliance with these Terms, including anti-fraud checks, before processing a withdrawal, and may require additional information before permitting a withdrawal. Chalkboard may establish minimum and maximum withdrawal amounts per transaction, and may limit the aggregate amount You may withdraw during any rolling period, as disclosed on the Platform from time to time. All withdrawals are final. You are solely responsible for the accuracy of any bank account, debit card, or other payment information You provide for a withdrawal, and Chalkboard has no responsibility for a withdrawal misdirected as a result of inaccurate information You provided. Subject to the foregoing and these Terms, You may close Your Account and withdraw Your available Buyback Credit at any time and for any reason.
9.7 Your Wallet balance displayed on the Platform is a single figure consisting of Your Deposit and Your Buyback Credit. You may view the breakdown between Your Deposit balance and Your Buyback Credit balance at any time in Your Account details. Before You submit a withdrawal request, Chalkboard will display the amount of Buyback Credit available for withdrawal, which may be less than Your total Wallet balance. Chalkboard will not process a withdrawal request in excess of Your available Buyback Credit; any withdrawal request You submit for an amount greater than Your available Buyback Credit will be limited automatically to the available amount.
9.8 Chalkboard reserves the right in its sole discretion to limit the time period covered by, or access to, Account history and transaction information to the period Chalkboard determines appropriate, subject to applicable law and recordkeeping obligations.
10. Promotions
10.1 All promotions, contests, and special offers are subject to these Terms, the official rules of the promotion, contest, or special offer, and any additional terms that may be published at the time of the promotion, contest, or special offer.
10.2 Chalkboard reserves the right to withdraw or alter any such promotions without prior notice to You at its sole discretion.
10.3 Chalkboard reserves the right, at its sole discretion and without any requirement to provide a justification, to exclude You from any promotions, contests, or special offers that may be offered from time to time.
10.4 Chalkboard reserves the right to exclude You from any promotions, contests, or special offers if it believes that You have tried to enter them by using more than one Account or are otherwise engaging in any fraudulent or illegal activity (including participation that would be in breach of the law in Your local jurisdiction), whether or not You would have or might have won but for such activity. Where multiple entries or Accounts have been used, Chalkboard reserves the right to suspend those Accounts and withhold any promotional benefits.
10.5 You confirm that You grant Chalkboard an irrevocable, perpetual, worldwide, non-exclusive, royalty-free license to use in whatever way it sees fit, and without further acknowledgment of You as the author, any content You post or publish as part of a promotion, contest, or competition.
11. Intellectual Property
11.1 These Terms confer only the right to access and use the Platform and do not convey any rights of ownership in or to the Platform.
11.2 All rights, title, and interest, including without limitation any copyright, patent, trademark, trade secret, or other intellectual property right in the Platform, will remain Chalkboard's sole property or, where licensed from a third party, that third party's sole property.
11.3 Your use of the Platform will not convey any ownership rights in Chalkboard's intellectual property to You. The software, designs, source and object code, the "look and feel" of the Platform, sounds, audio-visual effects, concepts and methods of operation, layout, text, data, Accounts, themes, artwork, animation files, images, graphics, documentation, and moral rights, whether registered or not, and all applications related to the above, will remain vested in Chalkboard or any third-party supplier of the Platform. You will not remove, obscure, or alter any copyright, trademark, or other proprietary notice appearing on the Platform.
11.4 Notwithstanding anything to the contrary in these Terms, You acknowledge and agree that You have no ownership or other property interest in the Account, and that all rights in and to the Account are and will remain owned by and inure to the benefit of Chalkboard. For the avoidance of doubt, this Section concerns the Account and the Platform only, and does not affect the transfer of title to a Collectible under Section 5.3.
11.5 A Collectible may depict or incorporate names, likenesses, images, logos, trademarks, and other intellectual property of third parties, including athletes, teams, leagues, and manufacturers ("Third-Party IP"). Taking title to a Collectible upon completion of a Sale transfers to You ownership of that physical Collectible as a collectible object only. It does not grant You any right, license, or interest in the Third-Party IP depicted on or associated with the Collectible, which remains owned by the applicable rights holders. You may not use the Third-Party IP except as permitted by the applicable rights holder or applicable law, and Chalkboard makes no representation or warranty regarding, and grants no rights in, any Third-Party IP. You will not remove, obscure, or alter any proprietary notice appearing on any Collectible.
12. User Content
12.1 As used in these Terms, "User Content" refers to any data, material, or information that You submit, upload, post, publish, or otherwise make available through the Platform. User Content includes, but is not limited to, comments, messages, posts, images, videos, audio files, links or URLs, profile information, documents or files, and any other content generated, shared, or provided by You while interacting with the Platform.
12.2 You are responsible for complying with all laws applicable to Your User Content. You agree not to submit to the Platform, or send to other users, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party's rights.
12.3 You will not provide inaccurate, misleading, or false information to Chalkboard or to any other user. If information You provide subsequently becomes inaccurate, misleading, or false, You will notify Chalkboard of the change immediately.
12.4 Chalkboard may, in its sole discretion, delete any User Content without notice, but is under no obligation to do so. Chalkboard has no responsibility for the conduct of any user, including any User Content submitted through the Platform, and assumes no responsibility for monitoring the Platform for inappropriate content or conduct. Your use of the Platform is at Your own risk.
12.5 You grant Chalkboard a non-exclusive, irrevocable, sublicensable, transferable, worldwide, royalty-free license to reproduce, modify, create derivative works from, publish, distribute, sell, transfer, transmit, publicly display, and use any User Content, and to incorporate the same into other works in any form, media, or technology now known or later developed.
12.6 You further grant Chalkboard a non-exclusive right to use and exploit Your name, likeness, and any other information or material included in any User Content and in connection with any User Content or Your Account, without any obligation to You. You waive any rights of attribution and any moral rights You may have in Your User Content, regardless of whether it is altered or changed in any manner, except as prohibited by law. Except as expressly provided in Section 12.11 or with Your separate consent, Chalkboard will not use Your legal name, photograph, or likeness in external advertising solely because it is included in User Content.
12.7 You acknowledge and agree that all User Content, whether publicly posted or privately transmitted, is submitted at Your sole responsibility and risk. Chalkboard disclaims any responsibility for the backup or retention of any User Content.
12.8 Prohibited Content. User Content that is prohibited on the Platform includes, but is not limited to: User Content that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual; harassing User Content; User Content of a sexual or offensive nature; User Content that promotes terrorism or religious hatred; User Content that promotes illegal activities or conduct that is abusive, threatening, obscene, or defamatory; User Content of a commercial nature without Chalkboard's authorization; or User Content promoting the services of another business or competitor.
12.9 If You see any material on the Platform that You believe is offensive, hateful, harassing, or otherwise prohibited, please notify Chalkboard using the Contact Us form.
12.10 Feedback. If You submit any suggestion, idea, or feedback regarding the Platform or the Program, You grant Chalkboard an irrevocable, perpetual, royalty-free, worldwide license to use, modify, and incorporate that feedback for any purpose, without any obligation or compensation to You.
12.11 Publicity. By participating in the Program, You grant Chalkboard a limited license to use Your username, and, where a high-value, rare, or otherwise noteworthy Collectible, as determined by Chalkboard, is allocated to You, a general, non-identifying description of that event in Chalkboard's marketing and promotional materials. Chalkboard will not use Your legal name, photograph, or other personally identifying information without Your separate written consent.
13. Third-Party Websites and Content
13.1 The Platform may contain links to content owned or operated by third parties, for instance third parties who may invite You to participate in promotional offers or rewards programs, or third-party advertisers or payment providers. Any separate charges or obligations that You may incur in Your dealings with these third parties are Your sole responsibility. Chalkboard is not responsible for any such third-party services or content and does not have control over any materials made available therein.
13.2 Chalkboard's inclusion of a link to a third-party website, service, or content on the Platform does not imply its endorsement, advertising, or promotion of such website, service, or content or any materials available, and Chalkboard makes no guarantee as to the content, functionality, or accuracy of any third-party website.
13.3 By accessing a third-party website, service, or content, You accept that Chalkboard does not exercise any control over such website, service, or content and has no responsibility for it. Third-party sites may collect data or solicit personal information from You. Chalkboard is not responsible for their privacy policies, or for the collection, use, or disclosure of any information those sites may collect. It is always best to read and understand the terms of service and privacy policies applicable to any third-party website, service, or content You may access.
13.4 Chalkboard does not endorse any third-party products, services, materials, or websites and assumes no liability or responsibility to You or any other person for any such third-party products, services, materials or websites. Please note that the relevant third party is fully responsible for all goods and services it provides to You and for any and all damages, claims, liabilities and costs it may cause You to suffer, directly or indirectly, in full or in part.
13.5 If You use third-party social networking websites to discuss the Program, You acknowledge and agree that: (a) any content You post on such social networking sites is subject to the relevant terms and conditions of that website; (b) You will not post any comments that are false, misleading, deceptive, or defamatory to Chalkboard, its employees, agents, officers, or other users; and (c) Chalkboard is not responsible or liable for any comments or content that You or others post on social networking sites.
13.6 YOU ACKNOWLEDGE AND AGREE THAT THE RELEASED PARTIES (AS DEFINED IN SECTION 16.1) ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ANY OF THE RELEASED PARTIES LIABLE, FOR THE CONDUCT, CONTENT AND COMMERCIAL ACTIVITY OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, OTHER USERS, MERCHANTS, AND ANY PUBLISHERS ON THE SERVICES, AND THAT THE RISK OF INJURY FROM YOUR INTERACTIONS WITH SUCH THIRD PARTIES ON OR AS A RESULT OF THE SERVICES RESTS ENTIRELY WITH YOU.
14. Copyright Infringement Notice
Chalkboard requires its Users to respect the intellectual property rights of others. If You are the owner of a copyright and You believe that Your work has been used on the Platform in a way that constitutes copyright infringement, please provide Chalkboard's Copyright Agent with a notice meeting all of the requirements of the Digital Millennium Copyright Act ("DMCA"). Your notice should contain the following information:
(i) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(ii) a clear description of the copyrighted work or other intellectual property that You claim has been infringed;
(iii) a description of where the material that You claim is infringing is located on the Platform;
(iv) Your address, telephone number, and email address;
(v) a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(vi) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Before You file Your DMCA notice, please carefully consider whether or not the use of the copyrighted material at issue is protected by the fair use doctrine. If You file a DMCA notice when there is no infringing use, You could be liable for costs and attorneys' fees.
Chalkboard's agent for notice of claims of copyright or other intellectual property infringement can be reached by email at: [email protected].
If content that You have uploaded to the Platform has been removed or disabled due to a third party’s complaint of copyright infringement, You may file a counter-notification. To be effective, the counter-notification must be a written communication sent to the Copyright Agent address listed above that includes the following: (a) Your physical or electronic signature; (b) identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; (c) a statement under penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (d) Your name, address, and telephone number, and a statement that You consent to the jurisdiction of United States District Court for the judicial district in which the address is located or, if Your address is outside of the United States, for any judicial district in which Chalkboard may be found, and that You will accept service of process from the person who provided the initial infringement notification or an agent of such person.
15. Disruptions, Errors and Omissions
15.1 Disclaimer of Warranties. THE SERVICES, IN WHOLE AND IN PART (INCLUDING, WITHOUT LIMITATION, ALL CONTENT AND USER CONTENT), ARE PROVIDED, TRANSMITTED, DISTRIBUTED, AND MADE AVAILABLE “AS IS” AND “AS AVAILABLE” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE; PROVIDED THAT THE DISCLAIMER OF TITLE DOES NOT LIMIT CHALKBOARD’S EXPRESS OBLIGATION UNDER SECTION 5.3. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CHALKBOARD MAKES NO WARRANTY: (A) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THAT DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; (C) THAT THE SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (D) AS TO THE QUALITY, ACCURACY, COMPLETENESS AND VALIDITY OF ANY INFORMATION OR MATERIALS IN CONNECTION WITH THE SERVICES; (E) THAT YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; (F) THAT TRANSMISSIONS OR DATA WILL BE SECURE; OR (G) THAT THIRD PARTIES ACCESSING OR USING THE SERVICES WILL NOT INFRINGE ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT.
CHALKBOARD MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO ANY COLLECTIBLE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY AS TO A COLLECTIBLE'S GRADE, CONDITION, AUTHENTICITY BEYOND ANY AUTHENTICITY EXPRESSLY STATED, ATTRIBUTES, RARITY, CURRENT OR FUTURE FMV, APPRECIATION, LIQUIDITY, OR RESALE OPPORTUNITY. COLLECTIBLES ARE PROVIDED "AS IS." YOU ACKNOWLEDGE THAT THE VALUE OF A COLLECTIBLE, INCLUDING ITS FMV, IS INHERENTLY UNCERTAIN AND MAY FLUCTUATE, AND MAY RISE OR FALL AT ANY TIME FOR REASONS OUTSIDE CHALKBOARD'S CONTROL, INCLUDING CHANGES IN MARKET DEMAND, THE CONDITION OR GRADING OF COMPARABLE ITEMS, AND EVENTS RELATING TO THE SUBJECT OF A COLLECTIBLE. CHALKBOARD DOES NOT GUARANTEE THAT ANY COLLECTIBLE WILL RETAIN ANY PARTICULAR VALUE, THAT ANY FMV WILL EQUAL OR EXCEED THE AMOUNT YOU PAID FOR THE ITEM FROM WHICH THE COLLECTIBLE WAS REVEALED, OR THAT ANY PARTICULAR VALUE WILL BE REALIZABLE THROUGH REDEMPTION, BUYBACK, OR OTHERWISE.
THE PROGRAM IS OFFERED FOR ENTERTAINMENT AND COLLECTING PURPOSES ONLY. ITEMS AND COLLECTIBLES ARE NOT OFFERED, SOLD, OR MARKETED AS AN INVESTMENT, A SECURITY, OR A FINANCIAL INSTRUMENT OF ANY KIND, AND NO ASPECT OF THE PROGRAM SHOULD BE CONSTRUED AS AN OFFER OR SOLICITATION TO INVEST. YOU ACKNOWLEDGE THAT YOU ARE NOT PURCHASING AN ITEM OR HOLDING A COLLECTIBLE IN INVENTORY WITH ANY EXPECTATION OF PROFIT DERIVED FROM THE EFFORTS OF CHALKBOARD OR ANY THIRD PARTY, AND THAT CHALKBOARD MAKES NO REPRESENTATION, GUARANTEE, OR PROMISE THAT ANY COLLECTIBLE WILL APPRECIATE IN VALUE, RETAIN ITS FMV, OR BE RESALABLE AT ANY PARTICULAR PRICE, WHETHER THROUGH BUYBACK, PRIVATE RESALE FOLLOWING A SALE, OR OTHERWISE.
YOU ACKNOWLEDGE THAT THE COLLECTIBLE ALLOCATED TO YOU FROM AN ITEM IS DETERMINED ON A RANDOMIZED BASIS AND THAT THE DISCLOSED STATISTICS AND PROBABILITIES ARE SUBJECT TO CHANGE AS PROVIDED IN SECTION 5.1. CHALKBOARD MAKES NO REPRESENTATION OR WARRANTY THAT ANY PARTICULAR COLLECTIBLE, RARITY, GRADE, OR VALUE WILL BE OBTAINED FROM ANY ITEM.
WITHOUT LIMITING THE FOREGOING, THE RELEASED PARTIES ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE, FOR ANY INFRINGEMENT OF PATENTS OF ANY THIRD PARTIES.
15.2 Exceptions. CERTAIN JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES. IN SUCH JURISDICTIONS, CERTAIN DISCLAIMERS, EXCLUSIONS AND LIMITATIONS ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, CHALKBOARD’S WARRANTIES AND LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
15.3 Chalkboard is not liable for any downtime, server disruptions, errors, lagging, or any technical disturbance to the Platform or the Program, nor for attempts by You to participate by methods, means, or ways not intended by Chalkboard.
15.4 Chalkboard accepts no liability for any damages or losses that are deemed or alleged to have arisen out of or in connection with the Platform, including, without limitation, delays or interruptions in operation or transmission, loss or corruption of data, communication or line failure, any person's misuse of the Platform, or any errors or omissions on the Platform.
15.5 Chalkboard reserves the right to remove any part of the Program from the Platform at any time. Any feature or transaction that indicates incorrect behavior affecting the set of Collectibles available for allocation from an Item, statistics, probabilities, pricing, Reveals, Inventory, FMV, or Buyback Credit balances, that may be due to error, misconfiguration, or a bug, will be cancelled and corrected. Chalkboard reserves the right to alter Account balances and details under such circumstances, at its sole discretion, in order to correct any mistake.
15.6 Chalkboard may temporarily suspend all or any part of the Platform for any reason at its sole discretion. Chalkboard may, but is not obliged to, give You as much notice as is reasonably practicable of such suspension, and will restore the Platform as soon as is reasonably practicable.
15.7 Chalkboard reserves the right to declare a purchase of an Item, Reveal, or Buyback void, partially or in full, if, in its sole discretion, Chalkboard reasonably determines that it was affected by an error, mistake, misprint, or technical defect in the published statistics, probabilities, pricing, the set of Collectibles available for allocation from an Item, FMV, or software.
15.8 If You are incorrectly credited with any FMV or Buyback Credit, a Collectible is incorrectly allocated to Your Inventory, or You incorrectly receive any other benefit as a result of (a) any human error; (b) any bug, defect, or error on the Platform; or (c) the failure of any feature to operate as intended, then Chalkboard will not be liable to award You any such amount or benefit, and You agree that any such amount or benefit credited in error to Your Account will be voided.
15.9 Chalkboard retains absolute discretion in the event of a discrepancy between the result or balance showing on Your device and the server software, including the authority to recognize the result showing on the server software as the official and governing result.
16. Limitation of Liability and Indemnification
16.1 Limitation of Liability. BY ACCESSING, USING OR DOWNLOADING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT SUCH USE IS AT YOUR OWN RISK AND THAT NEITHER CHALKBOARD NOR THE PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, CONSULTANTS, SUPPLIERS, ADVERTISERS, PROMOTORS, PAYMENT AGENTS, PARTNERS, OR CONTRACTORS (COLLECTIVELY, THE “RELEASED PARTIES”) ARE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, LEGAL FEES, EXPERT FEES, COST OF PROCURING SUBSTITUTE SERVICES, LOST OPPORTUNITY, OR OTHER DISBURSEMENTS) WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, THROUGH THE ACCESS TO, USE OF, OR RELIANCE ON, ANY MATERIAL OR CONTENT ON THE SERVICES, OR BROWSING THE SERVICES OR ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SERVICES, YOUR RELIANCE ON ANY CONTENT, OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SERVICES, SPECIFICALLY INCLUDING ANY PAST, PRESENT OR FUTURE USE OF “COOKIES,” “GET REQUESTS,” PIXELS AND OTHER TRACKING TECHNOLOGY, EVEN IF CHALKBOARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
RELEASED PARTIES CANNOT AND DO NOT WARRANT OR GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, RELEASED PARTIES ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE, FOR ANY DAMAGES RELATING TO OR CAUSED BY ANY VIRUSES, BUGS, HUMAN ACTION OR INACTION OF ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOU ARE LEGALLY ALLOWED TO PARTICIPATE IN THE PROGRAM AND ACCESS THE SERVICES UNDER THE LAWS OF THE JURISDICTION(S) APPLICABLE TO YOU. YOU UNDERSTAND AND ACCEPT THAT CHALKBOARD IS UNABLE TO PROVIDE YOU WITH ANY LEGAL ADVICE OR ASSURANCES AND THAT IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT AT ALL TIMES YOU COMPLY WITH THE LAWS THAT GOVERN YOU AND THAT YOU HAVE THE COMPLETE LEGAL RIGHT TO USE THE SERVICES.
16.2 Indemnification. BY USING THE SERVICES, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS OF SUIT) THE RELEASED PARTIES FROM ANY AND ALL THIRD-PARTY CLAIMS AGAINST THE COMPANY ARISING OUT OF OR RELATING TO YOUR BREACH OF THESE TERMS, YOUR VIOLATION OF APPLICABLE LAW, YOUR USER CONTENT, YOUR ACCOUNT, OR YOUR ACCESS TO OR USE OF THE SERVICES OR PLATFORM.
16.3 One-Year Limitations Period. You and Chalkboard agree that any claims, regardless of form, arising out of or related to the Services, these Terms, or the Privacy Policy must BE FILED within ONE (1) YEAR of the action, omission, event or occurrence giving rise to the claim or suit, after which such claims will be time-barred and prohibited, without regard to any longer period of time which may be provided by any period of limitation or repose by law or statute.
16.4 SOLE AND EXCLUSIVE REMEDY; LIMITATION ON RECOVERY. UNLESS OTHERWISE PROHIBITED BY LAW, OR PERMITTED IN THESE TERMS OR THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SEE SECTION 18), IN ANY DISPUTE WITH THE RELEASED PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY UNDER ANY LEGAL THEORY FOR ANY LOSS OR DAMAGE WHATSOEVER ARISING FROM ANY CAUSE SHALL BE LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY IN THE ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, EXCLUDING AMOUNTS PAID BEFORE THAT EVENT THAT ARE UNRELATED TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000). NOTWITHSTANDING THE FOREGOING, THIS LIMITATION SHALL NOT LIMIT CHALKBOARD’S OBLIGATION TO PAY AVAILABLE BUYBACK CREDIT UPON A VALID WITHDRAWAL REQUEST IN ACCORDANCE WITH SECTION 9, OR TO PROCESS A VALID REDEMPTION REQUEST IN ACCORDANCE WITH SECTION 6, IN EACH CASE SUBJECT TO AND IN ACCORDANCE WITH THE CONDITIONS AND LIMITATIONS SET FORTH IN THOSE SECTIONS AND THESE TERMS.
16.5 YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS IN SECTION 15, AND THE INDEMNITIES, LIMITATIONS OF LIABILITY AND LIMITATIONS OF REMEDIES IN THIS SECTION 16, ARE MATERIAL AND BARGAINED-FOR BASES OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU AND CHALKBOARD TO ENTER INTO THESE TERMS OF USE.
16.6 NOTHING IN THESE TERMS OF USE WILL OPERATE SO AS TO EXCLUDE ANY LIABILITY OF CHALKBOARD FOR DEATH OR PERSONAL INJURY THAT IS DIRECTLY AND PROXIMATELY CAUSED BY CHALKBOARD’S NEGLIGENCE OR WILLFUL MISCONDUCT.
16.7 TO THE EXTENT ANY OF THE LIMITATIONS OF REMEDY, INCLUDING WAIVER OF THE RIGHT TO PRIVATE OR PUBLIC INJUNCTIVE RELIEF, ARE NOT PERMITTED BY LAW OF ANY APPLICABLE JURISDICTION, SUCH LIMITATIONS SHALL NOT APPLY AND SHALL BE DEEMED AS SEVERABLE AND STRICKEN FROM THESE TERMS. THE PARTIES AGREE FURTHER THAT SUCH PROVISION(S) SHALL NOT AFFECT THE ENFORCEABILITY OF THE TERMS OR THE ARBITRATION AGREEMENT IN SECTION 18, WHICH THE PARTIES AGREE SHALL REMAIN IN PLACE AND IN FORCE LESS ANY SUCH STRICKEN PROVISIONS.
17. CUSTOMER SERVICE AND INITIAL DISPUTE RESOLUTION PROCEDURE
Customer Support
17.1 If You need customer service in relation to the Services, You may contact Chalkboard via the Contact Us form.
17.2 To protect Your privacy, all communications between You and Chalkboard should be carried out using or referencing the email address that You used to register Your Account for the Services. Failure to do so may result in Chalkboard’s response being delayed.
Initial Dispute Resolution Procedure and Conference
17.3 The parties shall use best efforts to resolve informally any customer service issue promptly and in good faith. If for some reason a Dispute (as defined in Section 18) arises, You may then pursue arbitration as set out below in Section 18. However, You must first submit a Notice of Dispute as set forth in this Section 17 and engage in a conference either by telephonic or videoconference means with Chalkboard prior to and as a condition precedent to initiating arbitration or any formal proceeding over a Dispute as required by Section 18.
17.4 Notice of Dispute Required Prior to Arbitration. The party initiating a claim over a Dispute must give notice to the other party in writing of its intent to initiate an informal dispute resolution conference. The initial conference shall occur within thirty (30) days after the other party receives such notice or within the time period required by law, unless an extension is mutually agreed upon by the parties.
17.5 All initial dispute resolution conferences shall be conducted individually, between Chalkboard and You. Multiple individuals with Disputes cannot participate in the same informal telephonic dispute resolution conference. If a party is represented by counsel, counsel may participate in the conference, but each party shall also attend and participate in the conference. Any representation by counsel will be at that party’s sole cost and expense.
17.6 To notify Chalkboard that You intend to initiate an informal dispute resolution conference, please provide notice via the Contact Us form and include the following information: (a) Your username and email address associated with Your Account; (b) Your first and last name, as registered on Your Account; (c) Your residence address; (d) Your telephone number associated with Your Account; (e) a detailed explanation of the complaint/claim and basis for the claim; (f) any specific dates and times associated with the complaint/claim (if applicable); and (g) the remedy, action or any amount You are seeking from Chalkboard.
17.7 Upon receipt of Your Notice of Dispute, Chalkboard will acknowledge receipt within three (3) business days, and will respond in writing or coordinate a telephonic or videoconference call within thirty (30) days after receipt of such notice, unless an extension is mutually agreed upon by the parties. Failure to submit a written communication with the information outlined above may result in a delay in Chalkboard’s ability to identify and respond to Your complaint/claim in a timely manner, and may, in Chalkboard's discretion, extend the time period for resolution before a formal proceeding may be commenced, as permitted by these Terms.
17.8 If, in its sole discretion, Chalkboard requires additional information to review and investigate Your Notice of Dispute, Chalkboard will request the additional information in its written response to Your Notice of Dispute. You are required to provide any additional information requested by the Company within seven (7) calendar days. The Company, in its sole discretion, may request a video or telephonic informal dispute resolution conference and, in such case, participation in the conference is a condition precedent to initiating arbitration or any formal proceeding over a Dispute as required by Section 18.
17.9 The parties shall use their best efforts to settle any Dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition precedent to either party initiating a formal arbitration as provided in Section 18. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time of the informal dispute resolution conference, then either party may initiate binding arbitration, to the extent permitted by law, as the sole means to resolve claims, subject to these Terms and the Arbitration Agreement.
17.10 The aforementioned informal dispute resolution process is a condition precedent to commencing any formal dispute resolution proceeding, including litigation if You have successfully opted out of the arbitration agreement. The parties agree that any relevant limitations period or other deadlines will be tolled solely by the amount of time the parties initiate and engage in this informal dispute resolution process.
17.11 Regardless of whether You decide to opt out of arbitration, the terms set forth in this Section 17 Initial Dispute Resolution shall remain in full force and effect as part of these Terms.
18. BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER
PLEASE READ THIS ARBITRATION AND CLASS ACTION WAIVER AGREEMENT (THE "ARBITRATION AGREEMENT") CAREFULLY BECAUSE IT MAY REQUIRE YOU AND CHALKBOARD TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS ONLY AND LIMITS THE MANNER IN WHICH YOU AND CHALKBOARD CAN SEEK RELIEF FROM EACH OTHER. THIS ARBITRATION AGREEMENT APPLIES TO ANY CLAIMS YOU MAY CURRENTLY POSSESS AND ANY CLAIMS YOU MAY RAISE IN THE FUTURE. WHILE YOU MUST AGREE TO THESE TERMS OF USE IN ORDER TO USE THE SERVICES, IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF CHALKBOARD’S SERVICES, THERE IS AN OPTION, DESCRIBED BELOW IN SECTION 18.12, TO OPT OUT OF THE ARBITRATION AND CLASS WAIVER PROVISIONS. THE OPTION TO OPT-OUT IS TIME-LIMITED TO THIRTY (30) DAYS OF ENTERING THIS ARBITRATION AGREEMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If You reside in or access the Services at any time while located in the United States, this Section 18 shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms.
THIS ARBITRATION AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH SETS FORTH HOW PAST, PENDING OR FUTURE DISPUTES BETWEEN YOU AND CHALKBOARD SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY AND FOR YOUR OWN LOSSES ONLY.
THIS ARBITRATION AND CLASS ACTION WAIVER AGREEMENT ALSO REQUIRES THAT ANY PAST, PENDING OR FUTURE DISPUTES WITH THE COMPANY SHALL PROCEED FOR YOUR OWN LOSSES ONLY. YOU MAY NOT PROCEED AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION, OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OF OTHERS IN ANY TYPE OF CLAIM OR ACTION.
ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY.
18.1 Acceptance of Terms. By using, or otherwise accessing the Services, or clicking to accept or agree to the Terms where that option is made available, You confirm that You have read and accept and agree to this Arbitration Agreement. Except to the extent that You may opt-out as provided below, all of Your activity on the Platform and all of Your transactions with Chalkboard, including all events which occurred before Your acceptance of this Arbitration Agreement, shall be subject to this Arbitration Agreement.
18.2 Scope of Agreement to Arbitrate. You and Chalkboard agree that any past, pending, or future dispute, claim or controversy arising out of or relating to any purchase or transaction by You, Your access to or use of any Platform or the Services, or to this Arbitration Agreement, these Terms, or the Privacy Policy (including without limitation any dispute concerning the breach, enforcement, construction, validity, interpretation, enforceability, or arbitrability of this Arbitration Agreement or these Terms) (a "Dispute"), shall be determined by arbitration, including claims that arose before acceptance of any version of this Arbitration Agreement. In addition, in the event of any Dispute concerning or relating to this Arbitration Agreement — including the scope, validity, enforceability, or severability of this Arbitration Agreement or its provisions, as well as the arbitrability of any claims — You and Chalkboard agree and delegate to the Arbitrator the exclusive jurisdiction to rule on the Arbitrator’s own jurisdiction over the Dispute, including any objections with respect to the scope, validity, enforceability, or severability of this Arbitration Agreement or its provisions, as well as the arbitrability of any claims or counterclaims presented as part of the Dispute.
18.3 Notwithstanding the above provision and this Arbitration Agreement, all parties retain the right to seek relief in a small claims court for disputes or claims solely within the scope of a small claims court’s jurisdiction.
18.4 Lack of Estoppel or Preclusive Effect. The parties agree that any issues determined in arbitration or any other proceeding between the parties shall be conducted and decided for the benefit of the parties or express third-party beneficiaries only and shall have no preclusive or estoppel effect against a party in any subsequent or other arbitration or litigation matter, such that all issues shall be decided anew in any subsequent or other proceedings involving either party. The parties reach this agreement in order to narrowly and efficiently tailor their legal positions without concern that any third party may attempt to offensively use any finding or determination of fact or law against You or Chalkboard.
18.5 Third-Party Beneficiaries. You further agree and intend that this Arbitration Agreement and the Terms are entered into for the express benefit of Your spouse, heirs, children and next-of-kin and shall bind same to the extent of any claims arising from Your use of the Services which is brought by them or by any person for the use or benefit of Your spouse, heirs, children and next-of-kin. Chalkboard agrees also that this Arbitration Agreement is intended to benefit and shall bind any successor in interest or assignee of Chalkboard.
18.6 Intellectual Property. Notwithstanding the requirement to arbitrate in this Section 18, You and Chalkboard are NOT required to arbitrate any claims for the alleged unlawful use of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents, and the parties agree that in the event of infringement of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents of a party, they shall also be entitled to seek injunctive relief from a court of competent jurisdiction, and the parties shall not be able to hold out a user's access to the Services as a basis to enforce this Arbitration Agreement as to such claims.
18.7 Separate Agreement. The parties acknowledge that this Arbitration Agreement is a separate agreement between the parties governed by the Federal Arbitration Act, and that any alleged or determined invalidity or illegality of all or any part of these Terms, the Services, the Platform, or the Privacy Policy shall have no effect upon the validity and enforceability of this Arbitration Agreement.
18.8 Applicable Law. While the Federal Arbitration Act shall control, to the extent the law of any state is applied or considered with respect to issues bearing upon the enforceability or scope of this Arbitration Agreement, the parties agree that the law of the State of Delaware shall exclusively apply, notwithstanding any consideration or application of choice of law or conflicts of law principles.
INITIATING ARBITRATION UNDER JAMS RULES
18.9 Following the conclusion of the initial dispute resolution process required by Section 17, You or Chalkboard may seek arbitration of a Dispute in accordance with the provisions of this Arbitration Agreement. You and Chalkboard agree that JAMS ("JAMS") will administer the arbitration under its Comprehensive Arbitration Rules and Procedures in effect at the time arbitration is sought ("JAMS Rules"). The parties further agree that, to the extent applicable, the JAMS Mass Arbitration Procedures and Guidelines shall apply. The JAMS Rules referenced above are available at https://www.jamsadr.com/adr-rules-procedures/.
You and Chalkboard further agree:
18.9.1 Arbitration will proceed on an individual claim basis only.
18.9.2 The arbitration will be handled by a sole arbitrator. The parties agree that the JAMS arbitrator must be a practicing attorney or retired federal court judge with at least ten (10) years of substantive expertise litigating and resolving complex business disputes, including motions to compel arbitration and litigation or adjudication regarding whether disputes are arbitrable;
18.9.3 For purposes of Sections 16.1 and 16.2 of the JAMS Rules, the JAMS Streamlined Arbitration Rules and Procedures and JAMS Expedited Procedures shall not apply unless otherwise explicitly agreed to by all parties to the Dispute;
18.9.4 In lieu of JAMS Rule 15, the parties shall be presented with a list of eight (8) potential arbitrators, may strike three (3), and will rank the remaining candidates in order of preference. JAMS shall select the arbitrator with the highest combined preference (e.g., if both parties select a potential arbitrator as their top preference, that arbitrator will be selected) (the “Arbitrator”);
18.9.5 Location of Arbitration. Unless and only to the extent prohibited under JAMS Rules, the arbitration hearing will be held in New York, NY, provided that either You or the Company may elect that the arbitration proceedings be conducted telephonically or via other remote electronic means. Notwithstanding the locations of the parties or witnesses or the election by a party for a remote proceeding, the party submitting the demand for arbitration shall commence the arbitration with JAMS' offices in New York, NY;
18.9.6 In lieu of JAMS Rule 18, the parties shall have the right to submit a dispositive motion at the outset of the arbitration to the Arbitrator. The submission and scheduling of such motions shall be addressed at a conference held before the JAMS arbitrator, and the Parties agree that any dispositive motions shall be resolved and the remainder of the arbitral proceeding stayed pending resolution, absent good cause and immediate necessity to proceed;
18.9.7 The JAMS Rules will govern payment of all arbitration fees, currently available at https://www.jamsadr.com/arbitration-fees. You will only be required to pay arbitration fees of $250 in connection with any arbitration initiated under this Section 18, but You will still be responsible for paying Your own attorneys' fees;
18.9.8 Except as otherwise waived or limited under the Terms or this Arbitration Agreement, the Arbitrator shall be authorized to award any remedies, including equitable or injunctive relief, that would be available in an individual lawsuit except: (a) in any arbitration arising out of or related to this Arbitration Agreement, the Arbitrator shall not be empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages; and (b) in any arbitration arising out of or related to this Arbitration Agreement, the Arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits;
18.9.9 The arbitration decision and award shall consist of a written statement signed by the Arbitrator regarding the disposition of each claim and the relief, if any, as to each claim. Unless the parties agree otherwise, the award shall be a reasoned award and contain a concise written statement of the reasons for the award;
18.9.10 Except as and to the extent otherwise may be required by law, the arbitration proceeding, pleadings, and any award shall be treated as confidential and shall not be used by the parties except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its confirmation and enforcement;
18.9.11 In the event JAMS is unavailable or unwilling to hear the dispute in accordance with this Arbitration Agreement, the parties shall agree to, or a court shall select, another arbitration provider subject to the procedural agreements of this Section 18; and
18.9.12 You and Chalkboard agree that any award issued by the Arbitrator in excess of $50,000 in favor of either party, or any award which grants any form of declaratory or equitable relief that would significantly impact other Chalkboard users or the operation of the Platform, may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party's election. The JAMS Optional Arbitration Appeal Procedures are available at https://www.jamsadr.com/adr-rules-procedures/.
18.10 Batch Arbitration/Mediation. To increase efficiency of resolution, in the event twenty (20) or more similar arbitration demands against Chalkboard, presented by or with the assistance of the same law firm or organization or group of law firms or organizations working in coordination, are submitted to JAMS in accordance with the rules described above within a sixty (60) day period, JAMS shall consolidate those arbitrations as contemplated in the JAMS Mass Arbitration Rules. Notwithstanding the foregoing, the Company reserves the right, in its sole discretion, to reject mass arbitration. In the event the Company exercises its right to reject mass arbitration, this Arbitration Agreement shall be deemed inapplicable to those claims, and each affected claimant may pursue their claim individually in a court of competent jurisdiction, subject to any applicable venue, jurisdiction, and choice-of-law provisions set forth in these Terms. Following the submission, initial presentation and resolution of briefing and motion practice contemplated in Section 18.9.6 on dispositive issues other than the ultimate issue of fact, to the extent claims and issues remain pending, JAMS shall group the arbitration demands into a first batch of no more than 25 demands to be set for resolution as a single arbitration. Once resolution of the first batch has concluded (or sooner if the parties agree), counsel for the parties must engage in a single mediation before a JAMS mediator of all remaining demands from claimants. Counsel for the parties must agree on a mediator within thirty (30) days after conclusion of the first batch. If the parties cannot agree on a JAMS mediator within thirty (30) days, JAMS will appoint a JAMS mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed. If the parties are unable to resolve their demands by mediation, JAMS shall continue to batch the remaining arbitration demands into batches of no more than 100 demands per batch (plus, to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands) for administration. A single arbitration with one set of filing and administrative fees and one arbitrator will be assigned per batch. For the avoidance of doubt, consolidation does not require that all arbitrations in a single batch be decided the same, nor does it impair Your right to present any evidence or argument that You think particular to Your case, so long as it is consistent with JAMS Rules. You agree to cooperate in good faith with Chalkboard and JAMS to implement such a batch approach to resolution and fees and to efficiently consolidate discovery, submission of evidence, and motion practice.
18.11 By signing a demand for arbitration, a party certifies, to the best of the party’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party's violation of this requirement.
OPTION AND PROCEDURE TO OPT OUT OF ARBITRATION
18.12 IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF CHALKBOARD’S SERVICE, YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT TO ARBITRATE BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT-OUT, THE ARBITRATION PROVISIONS WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT.
18.13 OPT-OUT. IF YOU DO NOT WISH TO AGREE TO THE PROVISIONS OF THIS ARBITRATION AGREEMENT REQUIRING ARBITRATION AND CLASS ACTION WAIVER AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF CHALKBOARD’S SERVICE, YOU MUST, WITHIN THIRTY (30) DAYS OF ENTERING THIS ARBITRATION AGREEMENT, SEND AN EMAIL TO [email protected] WITH THE SUBJECT "OPT-OUT". REQUESTS TO OPT OUT AFTER THE THIRTY (30) DAY PERIOD SHALL NOT BE EFFECTIVE.
18.14 Whether to agree to arbitration is an important decision. It is Your decision to make and You are not required to rely solely on the information provided in these Terms. You should take reasonable steps to conduct further research and to consult with counsel, at Your sole expense, regarding the consequences of Your decision.
WAIVER OF CLASS RELIEF AND COLLECTIVE ACTION
18.15 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR CHALKBOARD SHALL BE ENTITLED TO BRING, CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY COLLECTIVE ARBITRATION OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY. YOU MAY ONLY ARBITRATE OR LITIGATE ON AN INDIVIDUAL BASIS AND FOR YOUR OWN LOSSES. UNDER THIS ARBITRATION AGREEMENT, YOU MAY NOT PROCEED IN ARBITRATION OR COURT AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION OR MASS ARBITRATION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OR USE OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. YOU AND CHALKBOARD ARE EACH WAIVING RESPECTIVE RIGHTS TO PARTICIPATE IN A CLASS ACTION. BY ACCEPTING THIS ARBITRATION AGREEMENT, YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN ANY PAST, PENDING OR FUTURE CLASS ACTION OR ANY OTHER CONSOLIDATED OR REPRESENTATIVE PROCEEDING, INCLUDING ANY PROCEEDING EXISTING AS OF THE DATE YOU AGREED TO THIS ARBITRATION AGREEMENT.
18.16 Severability. This Arbitration Agreement applies solely to the extent permitted by law. If for any reason any provision of this Arbitration Agreement, or any portion thereof, is found to be unlawful, void, or unenforceable, that part of this Arbitration Agreement will be deemed severable and shall not affect the validity and enforceability of the remainder of this Arbitration Agreement which shall continue in full force and effect. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
18.17 Amendments to This Arbitration Agreement. If Chalkboard makes a material amendment to this Section 18, Chalkboard will provide advance notice of the amendment and will not apply the amended terms to You unless and until You affirmatively reconsent to the amended Terms (for example, by accepting the amended Terms through the Platform). An amendment to this Section 18 will not apply to any Dispute that arose, or of which Chalkboard had notice, before Your reconsent. The opt-out right described in Section 18.12 will be available to You with respect to the amended terms for thirty (30) days following Your reconsent.
END OF SECTION 18 ARBITRATION AGREEMENT
19. Waiver of Jury Trial
\19.1 EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE PLATFORM OR SERVICES OR ANY TRANSACTIONS BETWEEN THE PARTIES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.
20. Responsible Purchasing and Self-Exclusion
20.1 Chalkboard offers tools to encourage responsible behavior, including self-exclusion and self-limitation options. Chalkboard also allows third parties who have concerns about a person's ability to manage their use of the Services to contact customer support to make a report regarding that person's participation. Chalkboard, in its sole discretion, may exclude individuals from using the Platform. Please see Chalkboard's Responsible Purchasing Policy for more information and resources.
21. General
21.1 Entire Agreement; Product-Specific Scope. These Terms, together with the Incorporated Policies, constitute the entire agreement between You and Chalkboard solely with respect to the Program and supersede all prior or contemporaneous communications and proposals concerning the Program. These Terms do not supersede the separate terms governing any other Chalkboard product or service. Each separate set of Chalkboard product terms applies according to its stated scope.
21.2 Taxes. Any income, proceeds, capital gains, or other transactions arising from Your transactions on the Platform may be subject to state or federal taxation. Please consult with Your accounting professional. You are solely responsible for filing and paying applicable state and federal taxes that may be owed on amounts received in connection with Your use of the Services or the Program. Chalkboard does not provide tax advice, nor should any statements in these Terms or on the Services be construed as tax advice. To the extent required by applicable law, Chalkboard may issue one or more tax forms or information returns relating to Your transactions, withdrawals, or other reportable activity. If requested by Chalkboard, You shall provide all information necessary for Chalkboard to perform or evaluate any of its obligations under state or federal law, including an updated address, telephone number, Social Security number, taxpayer identification number, or other required tax information to Chalkboard. These details will be used to allow Chalkboard to comply with tax regulations and may be shared with appropriate tax authorities. You understand and authorize Chalkboard to withhold amounts from Your Account to the extent Chalkboard determines that withholding is required under applicable law or regulation.
21.3 Force Majeure. Chalkboard will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by events outside its reasonable control, including but not limited to an act of God, hurricane, war, fire, riot, earthquake, weather, pandemic or epidemic, terrorism, act of public enemies, strikes, labor shortage, actions of governmental authorities, or other force majeure event. If an event of force majeure occurs and its effect continues for a period of sixty (60) days, either party may give written notice of termination to the other party.
21.4 Severability. In the event any provision of these Terms is held unenforceable, such provision will be ineffective but will not affect the enforceability of the remaining provisions. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
21.5 Assignment. These Terms are personal to You, and are not assignable, transferable, or sublicensable by You except with Chalkboard's prior written consent. Chalkboard reserves the right to assign, transfer, or delegate any of its rights and obligations hereunder without notice to You, and in such case these Terms will apply to and bind any successor in interest or assignee of Chalkboard.
21.6 Third-Party Beneficiaries. You further agree and intend that these Terms are entered into for the express benefit of Your spouse, heirs, children, and next-of-kin and will bind the same to the extent of any claims arising from Your use of the Services which is brought by them or by any person for their use or benefit.
21.7 Business Transfers. In the event Chalkboard undergoes a change of control, merger, acquisition, or sale of assets, Your Account and associated data may be part of the assets transferred to the purchaser or acquiring party.
21.8 Waiver. Chalkboard's failure to assert a breach or violation of these Terms, or otherwise to exercise any rights under these Terms, will not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future.
21.9 Survival of Obligations. PROVISIONS THAT BY THEIR NATURE SHOULD SURVIVE TERMINATION OF THESE TERMS OR YOUR ACCOUNT WILL SURVIVE, INCLUDING PROVISIONS CONCERNING OWNERSHIP, PAYMENTS AND AMOUNTS OWED, WITHDRAWALS, INTELLECTUAL PROPERTY, DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNIFICATION, DISPUTE RESOLUTION, ARBITRATION, GOVERNING LAW, AND INTERPRETATION.
21.10 Notices. Any formal legal notice to Chalkboard under these Terms must be sent by email to [email protected], with a copy by mail to Chalkboard's registered agent for service of process. Notices to You will be sent to the email address or in-app address associated with Your Account and are deemed given when sent, except that notices of material changes to these Terms are governed by Section 2.
21.11 Interpretation. Section and subsection headings are for convenience only and do not affect interpretation of these Terms. "Including" and "include" mean "including, without limitation." Words in the singular include the plural and vice versa, and references to "You" include Your successors and permitted assigns where applicable.
21.12 Relationship of the Parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between You and Chalkboard. Neither party has authority to bind the other or to create any obligation on the other's behalf.
21.13 Electronic Communications. You consent to receive all communications, notices, agreements, and disclosures relating to the Services electronically, including by email or in-app notice, rather than in paper form. You agree that any such electronic communication satisfies any legal requirement that the communication be in writing.
22. Applicable Law and Jurisdiction
22.1 Governing Law. Subject to and without any waiver of the Arbitration Agreement contained in Section 18, which is governed by the Federal Arbitration Act, the parties agree that these Terms and the related Services are governed by and shall be construed in accordance with the laws of the State of Delaware, USA without regard to its principles of conflicts of law. To the extent this governing law provision is finally determined to be unenforceable as it relates to the use of the Services, the parties agree that the governing law shall in such event be the applicable law in the jurisdiction in which the User who is a party to the dispute properly utilizes the Services. Nothing herein is intended to limit a party's right to appeal a determination by a court of law that the laws of the State of Delaware are unenforceable.
The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms.
22.2 Exclusive Forum and Venue. Subject to and without any waiver of the Arbitration Agreement contained in Section 18, and the exclusive delegation by the parties to the Arbitrator, the parties agree that any lawsuits filed by a party asserting any dispute, controversy, or claim arising out of or in connection with these Terms, or the Arbitration Agreement in Section 18, breach, termination or invalidity of these Terms, will be submitted exclusively to state or federal courts in Delaware and You and Chalkboard consent to the venue and personal jurisdiction of those courts. Notwithstanding the foregoing, any motion to compel arbitration or to enforce an arbitral award issued hereunder may be brought before any court of competent jurisdiction.
22.3 Personal Jurisdiction in Delaware Courts Only. The Company is an internet-based business and does not, by entering into these Terms with You, agree to be subject to any suit in the courts of any state other than Delaware. Further to this express purpose, You and the Company have agreed to arbitrate all disputes as provided in Section 18 and further have allowed either party to elect to a remote arbitration hearing in order that neither You nor the Company must appear in a court in a State which is both inconvenient and which lacks personal jurisdiction over You or the Company. Accordingly, You expressly agree that the Company is not agreeing to or subjecting itself to the jurisdiction of any court of any state other than Delaware by entering into these Terms, the Arbitration Agreement or providing You with access to the Platform or the Services.
23. Additional Terms for Chalkboard’s iOS and Mobile Apps
You acknowledge and agree that: (i) these Terms are binding between You and Chalkboard only; (ii) Apple, Google, and Facebook ("App Parties") are not parties to, or sponsors of, these Terms, and the App Parties are not responsible for fulfilling any obligations under these Terms; (iii) as between Chalkboard and the App Parties, it is Chalkboard that is responsible for the mobile app and the content thereof. You must use the iOS app only on an Apple-branded product that runs iOS. Your use of the app must comply with the terms of use applicable to the Apple source from which You obtain it (including the Usage Rules set forth in the Apple App Store Terms of Service). You acknowledge that the App Parties have no obligation to furnish You with any maintenance and support services with respect to the app.
You acknowledge that the App Parties are not responsible for addressing any claims You have or any claims of any third party relating to the app or Your possession and use of the app, including, but not limited to: (i) product warranty or liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; or (iv) claims that the app infringes a third party's intellectual property rights.
The App Parties and their subsidiaries are third-party beneficiaries of these Terms. Upon Your acceptance of these Terms, the App Parties will have the right (and will be deemed to have accepted the right) to enforce these Terms against You as a third-party beneficiary thereof. Except for the persons expressly identified in Sections 18.5 and 21.6, there are no other third-party beneficiaries of these Terms.
24. Terms Related to Payment Agents
Chalkboard has partnered with financial services software company Aeropay to offer You ACH payments. When You create a Chalkboard Account and connect a bank to complete ACH payments, You will be creating an Aeropay account. You authorize Chalkboard to share Your identifying information with Aeropay to open and support Your Chalkboard Account. You must comply also with Aeropay’s Terms of Service when creating or using Your Chalkboard Account. The Aeropay Terms of Service may be modified from time to time, and the governing version is incorporated by reference into these Terms. Any term not defined in this section but defined in the Aeropay Terms of Service assumes the meaning as defined in the Aeropay Terms of Service.