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Terms

 Terms of Use

Last Updated February2016

Welcome to StudyPal.co., which is operated by Aura Investment Partners LLC (DBA “StudyPal.co”) (“StudyPal,” “we” or “us”) a study partner matching service for students to find study partners through the website (“Site”) and software application (“App”) (collectively, the “Services”) and invite other users to study for upcoming standardized tests. StudyPal also offers a related service for finding and matching mentors who have already taken the applicable standardized tests and certified that they scored in the 90th percentile or higher (“Study Guru”). Study Guru’s may be professional tutors or nonprofessional users who can guide and help users to prepare for standardized tests. The Services are offered to you conditioned on your acceptance, without modification, of the terms and conditions herein (the “Terms”). 

Whether you are a visitor or registered user (visitors and registered users, collectively, “users” or “you”), by using the Services in any manner, including but not limited to visiting or browsing the Services, you agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein or available by hyperlink. This Agreement applies to all users of the Services. 

GMAT™ is a registered trademark of the Graduate Management Admission Council, GRE® is a registered trademark of the Educational Testing Service, which neither sponsors nor endorses this product. LSAT® is a registered trademark of the Law School Admission Council, Inc. MCAT® is a registered trademark of the Association of American Medical Colleges (AAMC), CFA® is a trademark owned by CFA Institute. All other proprietary names and logos are registered trademarks of their respective owners. None of the trademark holders are affiliated with Studypal.co or this website. Test names and other trademarks are the property of the respective trademark holders

Users who are under 18 years old may not use the areas of the Services directed only to registered users. Users who are under 18 years old may use the areas of the Services provided a parent or legal guardian consents to such user’s use of the Services. If you are the parent or legal guardian of a user of the Services who is under 18 years old, you consent to such user’s use of the Services, assume the obligations provided in this Agreement, and assume full responsibility for such user’s use of the Services.

If you have any questions, please contact us at contact@StudyPal.co.

1.Membership Eligibility

Services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. StudyPal may, in its sole discretion, refuse to offer access to or use of the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in those jurisdictions.

You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by StudyPal’s policies as stated in these Terms and StudyPal’s Privacy Policy, as well as all other operating rules, policies and procedures that may be published from time to time on the Services by StudyPal, each of which is incorporated herein by reference and each of which may be updated by StudyPal from time to time without notice to you.

In addition, some services offered by StudyPal may be subject to additional terms and conditions issued by StudyPal or a third party; your use of those services is subject to the additional terms and conditions, which are incorporated into this Agreement by this reference.

In the event that StudyPal gives you the option to include a username and password for login purposes, it is your responsibility to keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to keep your password confidential. You agree to immediately notify StudyPal of any unauthorized use of your password or any breach of security. You also agree that StudyPal cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than StudyPal without StudyPal’s express written permission.

You must keep your account information up-to-date and accurate at all times, including a valid email address. Services are not available to temporarily or permanently banned users. StudyPal reserves the right, in StudyPal’s sole discretion, to cancel unconfirmed or inactive accounts. StudyPal reserves the right to refuse service to anyone, for any reason, at any time.

2.Use of the App

In addition to this Agreement, Your use of the App is subject to the following additional terms (the “App Terms”): You understand and agree that (i) Your use of an App is conditioned upon your acceptance of these App Terms; (ii) the App contains copyrighted material, trade secrets, and other proprietary materials of StudyPal and its licensors; and (iii) in order to protect those proprietary materials, except as expressly permitted by applicable law, neither you nor a third party acting on your behalf will: (a) decompile, disassemble or reverse engineer the App; (b) modify or create derivative works of the App; (c) use the App in any manner to provide service bureau, commercial time-sharing or other computer services to third parties; (d) transmit the App or provide its functionality, in whole or in part, over the Internet or other network (except as expressly permitted herein); (e) sell, distribute, rent, lease, sublicense or otherwise transfer the App to a third party; or (f) use components of the App to run applications not running on the App.

You hereby agree that you will: (i) only use the App to access and use the Services; (ii) not use any software or services in conjunction with the Services; (iii) not authorize any third party to access or use the Services on your behalf using any automated process such as a BOT, a spider or periodic caching of information stored by the Service on your behalf; (iv) not use any software or hardware that reduces the number of users directly accessing or using the Services (sometimes called ‘multiplexing’ or ‘pooling’ software or hardware); (v) not lend, lease, rent or sublicense the Services; (vi) permit us to send and deliver updates to you as part of your use of the App; and (vii) allow the App to automatically download and install updates from time to time, which are designed to improve, enhance and further develop the App and may take the form of bug fixes, enhanced functions, new software modules and completely new versions.

You understand and agree that the Service (including any updates or upgrades) may (i) cause your device to automatically communicate with our servers (to deliver Services functionality and to record usage data and metrics), (ii) access or affect Services-related preferences or data stored on your device, (iii) collect personal information as described in our Privacy Policy, and (iv) use the data plan or Wi-Fi services associated with your device to communicate with our servers and to update or upgrade our Services.

You may only access the Services using authorized means. It is your responsibility to check to ensure you download the correct App for your device. StudyPal is not liable if you do not have a compatible device or if you have downloaded the wrong version of the App. StudyPal reserves the right to terminate these Terms and the App Terms should you use the Services with an unauthorized device.

3.Materials provided to or posted on StudyPal

StudyPal does not claim ownership of the materials you provide to StudyPal or post, upload, input, share or through the Services or deliver to StudyPal (collectively “Submissions”). You hereby grant to StudyPal a worldwide, perpetual, royalty-free, sublicensable, and transferable license to host, store, use, display, reproduce, modify, adapt, edit, publish, create derivative works from, publicly perform, broadcast, distribute, syndicate, promote, exhibit, and publicly display that content in any form and in any and all media or distribution methods (now known or later developed). We will use this license for the limited purpose of operating, developing, providing, promoting, and improving the Services; researching and developing new ones; and making content submitted through the Services available to our business partners for syndication, broadcast, distribution, or publication outside the Services. Some Services offer you tools to control who can—and cannot—see your content under this license.

No compensation will be paid with respect to the use of your Submissions. StudyPal is under no obligation to post or use any Submission you may provide and may remove any Submission at any time for any reason.

By posting, uploading, inputting, providing or submitting Submissions you warrant that you own or otherwise control all of the necessary rights to your Submissions. You are solely responsible for your Submissions.

4.Sharing of Location Information

The Services enables the sharing of location information with other users designated by you. The location information may not be displayed correctly depending on the network status, the type of communication device or other reasons. You are responsible for supplying the necessary equipment, power and Internet connection required for using the Services. Your name and icon image supplied to the Services will be viewable to other users

Within the Services, you may invite or message individual users to study or create new study groups and send an invitation to multiple users. The decision of whether or not to respond to a message or join your study group will be made by the users who receive the request. Any member of a study group can invite additional users at any time. You may cancel your membership of the group at any time

Your general location information will be shared among all users of the Services. 

The Service will send your location information in the background even after closing the App, unless you alter your location information sharing preferences on your device. You may turn your location sharing on the device on or off at any time.

StudyPal will send you a notification when a new user for your test has joined the app or a user studying for the same tests is within 5 miles, unless you disable notifications

5.Your Account

You may cancel your StudyPal account at any time by selecting “Deactivate Your Account” or “Delete Your Account” from the App or Site. Deleting the App from your device will not cancel your StudyPal account.

If your StudyPal account is inactive for one year, StudyPal reserves the right, but does not have the obligation, to cancel your account.

To the extent StudyPal accesses data from your device’s address book through Apple’s or Android’s address book API, as applicable, you provide your consent for StudyPal to access such data.

Before StudyPal sends you any push notifications to your device, StudyPal will obtain your consent to receive push notifications. If you deny or later withdraw your consent, we will not send you push notifications.

6.Prohibited, Questionable and Infringing Activities

You are solely responsible for your conduct and activities on and regarding to the Services and any and all information that you submit, post, upload, and display on the Services. Users who violate these Terms, including any users who violate this Section 7, may have their Submissions blocked, filtered or deleted and their account suspended or terminated. 

Your use of StudyPal will not:

-be false, inaccurate or misleading;

-infringe upon any third-party’s intellectual property rights or rights of publicity or privacy (see our DMCA Copyright Policy); 

-violate this Agreement, any website policy or community guidelines, or any applicable law, statute, ordinance or regulation; 

-be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including StudyPal staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;

-take any action that may undermine online reviews or feedback; 

-be obscene or contain child pornography; and

-contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

THERE IS NO TOLERANCE FOR THIS TYPE OF USE. PLEASE DON'T USE THE SERVICES FOR THESE PURPOSES, AND FLAG ANYONE ELSE YOU SEE DOING SO.

7.License Grant & Restrictions

StudyPal hereby grants you a nonexclusive, non-transferable, right to use the Services, solely for your own personal, non-commercial purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by StudyPal and its licensors.

You will not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way; (ii) modify or make derivative works based upon the Services; (iii) create Internet “links” to the Services; (iv) reverse engineer the Services; (v) access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services, or (vi) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation or performance of the Services.

8.Payment Terms

Any fees which StudyPal may charge you for the Services are due in accordance with the payment plan you selected and are non-refundable. This no refund policy will apply at all times regardless of your decision to terminate your usage, StudyPal’s decision to terminate your usage, disruption caused to our Services either planned, accidental or intentional, or any reason whatsoever. StudyPal reserves the right to determine final prevailing pricing - Please note the pricing information published on the website may not reflect the prevailing pricing.

StudyPal may, at its sole discretion, make promotional offers with different features and different rates to any of our customers. These promotional offers, unless made to you, will have no bearing whatsoever on your offer or contract. StudyPal may change the fees for our Services as StudyPal deems necessary for our business. StudyPal encourages you to check back at our Site periodically if you are interested about how StudyPal charges for the Services.

We may, from time to time, offer certain products or services that users may purchase and use within the App (the “In-App Products ”). We reserve the right to revise the pricing for In-App Products at any time without notice to you, and you agree that all sales of In-App Products are final and we are not required to provide a refund for any reason, including termination of this Agreement or your StudyPal account, which will result in you being unable to continue to use your purchased In-App Products.

Subscriptions/Orders of Products and Services

If you wish to purchase or subscribe to certain Products or Services made available via the Site (each such purchase, a “Transaction”), you may be asked to supply certain information relevant to your Transaction including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. Each Transaction shall be subject to StudyPal’s then-current payment and purchase terms, which are clearly set forth on the Site or which will be clearly communicated to you by StudyPal prior to the transaction, and may be revised from time to time by StudyPal. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION. By submitting such information, you acknowledge that it may be submitted to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf, and to otherwise handle such information in accordance with the StudyPal Privacy Policy. Verification of information may be required prior to the acknowledgment or completion of any Transaction.  You acknowledge that StudyPal may facilitate certain transactions with third party vendors through your use of the Site or Service.  Any purchase you ultimately make with such third party vendor will be between you and such vendor, and StudyPal will have no liability, and you hereby release StudyPal from all liability, with respect to such transaction.  You represent and warrant that all payment information you use, including any credit card information, will be accurate and up to date. StudyPal maintains the right to withhold any payment otherwise due to you and to set off such amount against any amount that you may owe or that is attributable to your use of inaccurate or fraudulent payment information, and you will remain responsible and liable for any collection costs StudyPal incurs to collect such amounts from you.

It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession, use, and sale of any item or service purchased from or subscribed to or made available via this Site. By subscribing to a particular Product or Service, you represent that such Product or Service ordered will be used only in a lawful manner. StudyPal reserves the right, with or without prior notice, to do any one or more of the following: (i) discontinue any Product or Service; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (iii) bar any user from making or completing any or all Transaction(s); and (iv) refuse to provide any user with any Product or Service. You agree to pay all charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges are incurred including, without limitation, all shipping and handling charges. In addition, you remain responsible for any taxes that may be applicable to your Transactions.

Refund Policy 

StudyPal.co does not offer a refund policy on its premium subscription service unless there is a payments processing error . Please email us within 24 Hours  at contact@studypal.co, if there is any payments or processing error. 

Payment Processing 

Payment processing services on StudyPal.co are provided by PayPal and are subject to the PayPal User Agreement , Privacy PolicyPayPal Acceptable Use PolicyElectronic Communications Delivery Policy (E-Sign Disclosure and Consent)Licenses

By agreeing to these term, you agree to be bound by the PayPal User Agreement and Legal Agreements for PayPal services, as the same may be modified by Paypal from time to time. As a condition of StudyPal enabling payment processing services through StudyPal, you agree to provide StudyPal accurate and complete information about you and your business, and you authorize StudyPal to share it and transaction information related to your use of the payment processing services provided by Paypal

9.Intellectual Property Ownership

StudyPal alone (and its licensors, where applicable) will own all right, title and interest, including all related intellectual property rights, in and to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by StudyPal. StudyPal name, StudyPal logo, and the product names associated with the Services are trademarks of StudyPal or third parties, and no right or license is granted to use them.

10.Personal Information

As part of using the Services, you may obtain personal information, including email addresses, from other users. Without obtaining prior permission from the user, this personal information will only be used for Services-related communications. StudyPal has not granted you a license to use the information for unsolicited commercial messages or unauthorized transactions. Without limiting the foregoing, without express consent from the user, you are not licensed to add any StudyPal user to your email or physical mail list. For more information, see StudyPal’s Privacy Policy.

11.Feedback

StudyPal considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Services (“Feedback”) to be non-confidential and non-proprietary, and StudyPal will not be liable for the disclosure or use of any Feedback. If, at StudyPal’s request, any user sends Feedback to improve the Services, StudyPal will also consider that Feedback to be non-confidential and non-proprietary and StudyPal will not be liable for use or disclosure of the Feedback. Any communication by you to StudyPal is subject to this Agreement. You hereby grant and agree to grant StudyPal, under all of your rights in the Feedback, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit Feedback for any purpose, commercial or otherwise, without compensation or accounting to you and without further recourse by you.

12.Information Control

StudyPal does not control the information provided by users. You may find some information provided by users to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense. By using the Services, you agree to accept these risks and that StudyPal (and StudyPal’s officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users of the Services. 

StudyPal is not responsible for the availability of outside websites or resources linked to or referenced on the Services. StudyPal does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from these websites or resources. You agree that StudyPal will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any other websites or resources.

StudyPal has no obligation to monitor your activity or the activities of other users. However, StudyPal reserves the right to review materials posted to the Services, including messages between users, and to remove any materials in its sole discretion. StudyPal reserves the right to terminate your access to any or all of the Services at any time without notice for any reason whatsoever.

You agree StudyPal may moderate Services access and use in our sole discretion, whether by blocking, filtering, deletion, delay, omission, verification, or access, license or account termination. You agree (i) not to bypass said moderation, (ii) StudyPal is not liable for moderating, not moderating, or representations as to moderating, and (iii) nothing StudyPal does waives our right to moderate, or not.

13.Access and Interference

StudyPal may contain robot exclusion headers which contain internal rules for software usage. Much of the information on StudyPal is updated on a real-time basis and is proprietary or is licensed to StudyPal by users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Services for any purpose whatsoever, except to the extent expressly permitted in writing by StudyPal. Additionally, you agree that you will not:

-take any action that imposes, or may impose, in StudyPal’s sole discretion, an unreasonable or disproportionately large load on StudyPal’s infrastructure;

-copy, reproduce, modify, create derivative works from, distribute or publicly display any user information (except your own);

-interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or

-bypass StudyPal’s robot exclusion headers or other measures StudyPal may use to prevent or restrict access to the Services.

14.Open Source Licenses and Third Party Data. 

Certain portions of the Services contain source code subject to the terms of public, free and open source licenses (the “Open Source Software”) and may incorporate data obtained from third-party databases or software (“Third Party Software”). The license terms to the Open Source Software are included in the App documentation or are otherwise made available by StudyPal on the Site. To the extent these Terms differ from the license terms of the Open Source Software, these terms are offered by StudyPal alone and not by any other party. These Terms do not replace or alter your rights or obligations under the license terms of the Open Source Software. 

Third Party Software is made available to you solely in connection with your use of the Services and may not be used for any other purpose. We are not responsible for and do not control any third party web pages, the content contained on third party web pages and links to third party web pages accessible through or on the Services (“Third Party Sites and Products”). We are not responsible for any information you provide to a third party through your use of the Services. To the extent that we make available or enable access to these Third Party Sites and Products or share information with them at your request, it does so only as a convenience to you. We have no obligation to review or monitor, and do not approve, endorse, or make any representations or warranties with respect to Third Party Sites and Products. You agree that by using the Services, including to search for, or to enter a particular URL to access, information and content available through the Internet, you may be exposed to Third Party Sites and Products that you may find offensive, indecent or objectionable. You agree that all Third Party Sites and Products are the sole responsibility of the applicable third party from which such Third Party Sites and Products originated, and that your use of the Services to access Third Party Sites and Products at your own risk. You should be aware that when you access Third Party Sites and Products, title and intellectual property rights in and to such Third Party Sites and Products belong to third parties and may be protected by copyright or other intellectual property laws and treaties, and you may be subject to terms of use and privacy policies of the applicable third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any Third Party Sites and Products. This includes making your own assessment about whether privacy features such as “block” or “ignore” are made available through Third Party Sites and Products.

You hereby irrevocably and unconditionally release and forever discharge StudyPal (and its suppliers) from any and all claims, demands, and rights of action, whether now known or unknown, which relate to any interactions with, or act or omission of, any Third Party Sites and Products or other users of the Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

15.Breach

Without limiting any other remedies, StudyPal may, without notice, remove any user posting, warn StudyPal’s community of a user’s actions, issue a warning to a user, temporarily suspend or terminate a user’s account, prohibit access to the Services, and take technical and legal steps to keep a user from accessing or using the Services and refuse to provide the Services to a user if StudyPal (1) suspects a user has breached this Agreement or the Privacy Policy, (2) is unable to verify or authenticate any of your personal information, or (3) reasonably believes that a user’s actions may cause legal liability or financial loss to users or to StudyPal.

16.Privacy

Except as provided in the Privacy Policy, StudyPal will not sell or disclose your personal information to third parties without your express consent. StudyPal stores and processes information on servers hosted by GoDaddy that are protected by physical as well as technological security.

17.No Warranty

STUDYPAL, STUDYPAL’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND STUDYPAL’S SUPPLIERS PROVIDE THE SERVICES “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. STUDYPAL, STUDYPAL’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND STUDYPAL’S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM STUDYPAL WILL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT STUDYPAL CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS. STUDYPAL ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. STUDYPAL MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS. STUDYPAL RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS. 

YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. YOU UNDERSTAND THAT STUDYPAL MAKES NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING YOUR COMPATIBILITY WITH INDIVIDUALS YOU MEET THROUGH THE SERVICE. YOU SHOULD NOT PROVIDE YOUR FINANCIAL INFORMATION (FOR EXAMPLE, YOUR CREDIT CARD OR BANK ACCOUNT INFORMATION) TO OTHER USERS.

18.Limitation of Liability

IN NO EVENT WILL STUDYPAL, OR STUDYPAL’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR STUDYPAL’S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THIS SERVICE OR PERSONS YOU MEET THROUGH THIS SERVICE.

STUDYPAL’S LIABILITY, AND THE LIABILITY OF STUDYPAL’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO STUDYPAL IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.00. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 

19.Indemnity

You agree to indemnify and hold StudyPal and StudyPal’s parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or your violation of any law or the rights of a third party.

20.No Guarantee

StudyPal does not guarantee continuous, uninterrupted access to the Services, and operation of the Services may be interfered with by numerous factors outside StudyPal’s control.

21.Dispute Resolution and Release

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration between you and StudyPal, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of a party’s intellectual property rights. You acknowledge and agree that you and StudyPal are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and StudyPal otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Unless you and StudyPal otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and StudyPal submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section below as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. 

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. Notwithstanding the provisions of the modification-related provisions above, if StudyPal changes this “Dispute Resolution” section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject these changes by providing us written notice of your rejection by mail or hand delivery to: StudyPal.co Legal, P.O. Box 9764 Newport Beach CA 92658 or by email from the email address associated with your Account to contact@StudyPal.co, within 30 days of the date the change became effective, as indicated in the “Last update” date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this “Dispute Resolution” section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and StudyPal in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).You release StudyPal (and StudyPal’s officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes with one or more users, or an outside party. 

22.Miscellaneous

If any provision of this Agreement is held unenforceable, then the provision will be modified to reflect the parties’ intention. All remaining provisions of this Agreement will remain in full force and effect. You and StudyPal are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. StudyPal reserves the right to modify or terminate the Services for any reason, without notice, at any time. This Agreement will be governed by and construed in accordance with the laws of the State of California, including its conflicts of law rules. You agree that any dispute arising from or relating to the subject matter of this Agreement will be governed by the exclusive jurisdiction and venue of the state and Federal courts of Orange County, California. Unless otherwise specified herein, all notices will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to contact@StudyPal.co. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

StudyPal reserves the right to alter this Agreement and any other policies at any time, so please review the policies frequently. If StudyPal makes a material change StudyPal will notify you here, by email, by means of a notice on our home page, or other places StudyPal deems appropriate. What constitutes a “material change” will be determined at StudyPal’s sole discretion, in good faith, and using common sense and reasonable judgment. 

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.