Terms of Use

DigitalChalk Customer End User License Agreement

BY PRESSING THE "ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU REPRESENT TO INFINITY LEARNING SOLUTIONS, INC. THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (THE "AGREEMENT") GOVERNING YOUR USE OF THE DIGITALCHALK ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT SELECT THE "ACCEPT" BUTTON AND YOU MAY NOT USE THE SERVICE.

THIS AGREEMENT IS BETWEEN YOU AND INFINITY LEARNING SOLUTIONS, INC., AND YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS HEREOF IS IN CONSIDERATION OF INFINITY LEARNING SOLUTIONS, INC. GRANTING YOU ACCESS TO THE DIGITALCHALK SERVICE AND SYSTEM, WHICH ACCESS IS SUBJECT TO AND GOVERNED BY THIS AGREEMENT. YOU HEREBY AGREE WITH INFINITY LEARNING SOLUTIONS, INC. AS FOLLOWS:

DigitalChalk is an online learning delivery software system developed and owned by Infinity Learning Solutions, Inc., a Delaware corporation (hereafter "ILS") having its principal place of business at Two Town Square Boulevard, Suite 242, Asheville, North Carolina 28803.

All capitalized words and phrases as used in this Agreement shall have the meanings ascribed to such words and phrases as set forth within the "Definitions" sections at the end of this Agreement. You are directed to reference this section when reviewing the terms of this Agreement.

As part of the Service, DigitalChalk will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the DigitalChalk website incorporated by reference herein, including but not limited to DigitalChalk's privacy and security policies.

The Service you receive will include one or more of several elements:

- Online lessons (both static and multimedia presentations)

- Online access to documents and files

- Online assessments (Test, Quiz etc.)

- Online assignments (essay or report)

- Certificate, grade or transcript views

Course Delivery

The delivery of the elements listed above are in accordance with the design choices course authors or instructors choose. The System controls access to elements, the ability to view or revisit elements and records completion of the elements in accordance with the instructors design. Questions related to the content in the elements, availability of the elements or completion of the elements must be directed to the course provider or instructor who created the elements. Unless otherwise specifically communicated through the system to you, no elements will available for more than 365 days from the date of registration into the course containing those elements.

Privacy & Security Disclosure

ILS's privacy and security policies may be viewed at http://www.digitalchalk.com. ILS reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users and student subscribers, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from ILS or DigitalChalk from time to time. They may opt out of receiving such communications at that time or at any subsequent time by responding to an opt-out link provided in all communications. Note that because the Service is a hosted, online application, ILS occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that ILS can disclose to third parties the fact that you are a paying customer and the edition of the Service that you are using.

Right To Use Grant & Restrictions

ILS hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own purposes, subject to the terms and conditions of this Agreement. ILS and its licensors reserve all rights not expressly granted to you herein.

You may not access the Service if you are a direct competitor of ILS, except with ILS's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

As a Student or User of the Service, you shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual. User licenses are non-transferable.

You may use the Service only for your personal learning purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send, store or otherwise transmit in any manner any infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send, store or otherwise transmit in any manner any material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

Your Responsibilities

You are responsible for all activity occurring under your User account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including without limitation those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify ILS immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ILS immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known to or suspected by you; and (iii) not impersonate another DigitalChalk user or provide false identity information to gain access to or use the Service.

Account Information and Data

ILS does not own any data, information or material that you submit to or transmit with or by the Service in the course of using the Service whether as a Course Provider submitting Course Material (documents, files, images, logos or any course data entered by you) or a student submitting responses (Subscriber Data). You as the Course Provider, not ILS shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Subscriber Data and ILS shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Subscriber Data.

Intellectual Property Ownership

ILS alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the DigitalChalk Technology, the Content (excluding the Subscriber Data and Course Material as mentioned in the paragraph above) and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the DigitalChalk Technology or the Intellectual Property Rights owned by ILS. The DigitalChalk name, the DigitalChalk logo, and the product names associated with the Service are trademarks and service marks of ILS or third parties, and no right or license is granted to you to use them under this Agreement.

Third Party Course Providers and Vendors

During your use of the Service, you may enter into correspondence with, purchase services from or in other ways interact with third party organizations, companies or individuals who are either Course Providers, authorized partners to Course Providers or other Subscribers. ILS does not provide any warranty, guarantee nor does ILS attest to the accuracy, legality, appropriateness, authenticity or timely nature of any information, data or content (in any form delivered by the Service) provided by any third party you may interact with on the Service. If in the course of interaction with the Service and third party entities on the Service you suspect a third party is providing willfully inaccurate, unlawful or criminally obscene material you agree to promptly notify ILS of the suspect content. ILS reserves the right to suspend or remove any content it deems to be willfully inaccurate, unlawful or criminally obscene. ILS is not and shall not be responsible to you for refund of fees paid for access to content that has subsequently been suspended or removed from the Service and you hereby release ILS from any claim for reimbursement or liability for any such fees.

The fees collected by ILS are for access to the Service and access to the Course Material (a description of which was included on the Sales Invoice prior to your purchase) which has been provided by a third party Course Provider. The Course Provider is solely responsible for the description of the Course Material, price and Course Material content. Any questions regarding the Course Material, price or descriptions must be directed to the third party Course Provider. Any disputes between you and any Course Provider do not reduce your obligation to pay ILS for access to the Service nor does it in any way entitle you to a refund of fees paid to ILS. ILS is not responsible for mediation or communication between parties in the event of any dispute.

Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable as set forth in your Sales Invoice, displayed online, transmitted electronically or via printed invoice. The fee for the Course (or courses) selected plus the cost of any additional materials are included in the Sales Invoice provided prior to payment. You will receive an online receipt with a total charge and transaction number after successful payment. It is your responsibility to print a copy of the receipt for your records. All payment obligations are noncancelable and all amounts paid are nonrefundable. Any disputed charges must be submitted in writing to the Course Provider identified on your Sales Receipt within 30 days of purchase. You are responsible for paying for all amounts due for your use of the Service, whether or not the Service is actively used. ILS and the Course Provider reserve the right to modify their fees and charges and to introduce new charges at any time. All pricing terms are published online and are available for review at the Course Information page for each Course Provider.

Billing

Unless you have a specific written billing agreement stating otherwise, ILS charges and collects in advance for use of the Service. ILS will grant access to the Service upon receipt of payment. ILS's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on ILS's income. If you have been granted a line of credit to be billed at the end of a monthly billing cycle, your bills will be sent to you via email to the organization administrator email address or a specified billing address you provide. All bills will be due in accordance with the billing agreement in the line of credit. Failure to pay bills within the specified billing agreement will be cause for organization account suspension until full payment is received.

You agree to provide ILS with complete and accurate billing and contact information. This information includes your legal name, street address, e-mail address, and name and telephone number. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, ILS reserves the right to terminate, without refund, your access to the Service in addition to the right to pursue any other legal remedies available to ILS. ILS will issue an account ID and password to grant access to the Service and Courses you have purchased. The Account ID will be the email address you provided at the time of registration and payment. ILS is not responsible for validating the accuracy of the email address provided and ILS is not responsible for loss of access to the Service as a result of providing an incorrect email address.

Non-Payment and Suspension

In addition to any other rights granted to ILS herein, ILS reserves the right to suspend or terminate this Agreement and your access to the Service if your payment is declined or your credit card transaction is charged back. If you or ILS initiates termination of this Agreement, you will be obligated to pay any balance due on your account. You agree that ILS may charge such unpaid fees to your credit card.

Termination upon Expiration/Extension of Subscription

This Agreement commences on the Effective Date of acceptance. The term of Service for this Agreement is established by the Course Provider and is provided in the Terms and Conditions of the Sales Invoice provided prior to credit card payment. The maximum term of service for any Course is twelve (12) months from the date of service commencement. Access to the Service will terminate at end of the term of service or twelve (12) months from the commencement of service, whichever is first. It is your responsibility to complete any Course Material or assessments prior to the end of the term of service. A failure to complete all Course Material or assessments prior to the end of the term of service shall not entitle you to a refund or extension of the term of service. At the discretion of the Course Provider and by written request from the Course Provider, ILS, at our sole discretion, may provide an extension of the term of service for a specified period of time requested by the Course Provider.

Termination for Cause

Any breach of your payment obligations or unauthorized use of the DigitalChalk Technology or Service will be deemed a material breach of this Agreement. ILS, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that ILS has no obligation to retain the Customer Data if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ILS represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online DigitalChalk help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself, that you have not provided any false information to gain access to the Service and that your billing information is correct.

Mutual Indemnification

You shall indemnify and hold ILS, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) any breach by you or your Users of any term of this Agreement, provided in any such case that ILS (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release ILS of all liability and such settlement does not affect ILS's business or the Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

ILS shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by ILS of its representations or warranties; or (iii) a claim arising from breach of this Agreement by ILS; provided that you (a) promptly give written notice of the claim to ILS; (b) give ILS sole control of the defense and settlement of the claim (provided that ILS may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to ILS all available information and assistance; and (d) have not compromised or settled such claim. ILS shall have no indemnification obligation, and you shall indemnify ILS pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

Disclaimer of Warranties

ILS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. ILS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ILS AND ITS LICENSORS.

Internet Delays

ILS'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ILS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Limitation of Liability

IN NO EVENT SHALL ILS'S AGGREGATE LIABILITY FOR ANY BREACH, DISPUTE OR CLAIM OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH BREACH, DISPUTE OR CLAIM. IN NO EVENT SHALL ILS AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you. However if such exclusion or limitation of implied warranties or limitations is disallowed in a jurisdiction it does not grant or imply a warranty or liability in any other jurisdiction.

Local Laws and Export Control

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

ILS and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government for such purposes.

Notice

ILS may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in ILS's account information, or by written communication sent by first class mail or pre-paid post to your address on record in ILS's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to ILS (such notice shall be deemed given when received by ILS) at any time by any of the following: letter sent by confirmed facsimile to ILS at the following fax number: 866-531-4940. Letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to ILS at the following address: Infinity Learning Solutions, Inc., Two Town Square Boulevard, Suite 242, Asheville, North Carolina 28803

Modification to Terms

ILS reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of ILS but may be assigned without your consent by ILS to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.

General

With respect to U.S. Customers, this Agreement shall be governed by North Carolina law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in North Carolina. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and ILS as a result of this agreement or use of the Service. The failure of ILS to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ILS in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and ILS and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means this DigitalChalk Customer End User License Agreement, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the DigitalChalk website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by ILS from time to time in its sole discretion; "Account Type" means the Organization features and prices assigned to your Organization as defined in your Subscription Agreement; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Course Administrator" means a User designated by an Organization Administrator who is authorized in the System to create Course Material and manage Students; "Course Material" means any form of content, document or data delivered as an element of a course; "Course Provider" means any third party organization who creates and publishes Course Material for Subscription on the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "DigitalChalk" means collectively the DigitalChalk online learning delivery software system and brand developed and owned by Infinity Learning Solutions, Inc., a Delaware corporation, together with all component parts of and Intellectual Property Rights associated with the DigitalChalk system; "DigitalChalk Technology" means all of ILS's proprietary rights and technology associated with DigitalChalk (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by ILS in providing the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world owned by ILS; "Organization Account" means the scope of users, content and data that is unique within the system as defined by the Organization Type in your Subscription Agreement; "Organization Administrator(s)" means those Users designated by you who are authorized to purchase subscriptions online using the online purchasing facilities or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "Subscription Term(s)" means the period(s) during which a specified number of Users are authorized to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means ILS's online DigitalChalk application that allows the Subscription Administrator designated by you to, among other things, subscribe to Courses provided by the Service by Course Providers; "Service" means the specific edition of the DigitalChalk online learning system, billing, data analysis, or other corporate services identified during the ordering process, developed, operated, and maintained by ILS, accessible via http://www.digitalchalk or another designated web site or IP address, or ancillary online or offline products and services provided to you by ILS, to which you are being granted access under this Agreement, including the DigitalChalk Technology and the Content; "Student(s)" means any User or Users who are registered for or have completed a Course on the system; "System" means the software Service, Network, Data and Technology provided to Users by ILS through the Web domain of DigitalChalk.com; "User(s)" means you, your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by ILS at your request).