StudyPal.co Terms of Use Agreement
Last Updated : March 1,2013
Welcome to StudyPal.co, a study partnermatching service for studentsto find study partners ( StudyPals) through the website and invite each other to study together for upcoming standardized tests such as GMAT™,GRE® ,LSAT®,MCAT® and CFA® etc...StudyPal.co also offers a related service for finding and matching StudyGuru’s (users who have already taken the above standardized tests and certify that they scored in the 90th percentile or more;StudyGuru’scould be professional tutors or nonprofessional tutors ) who can guide and help studpal.co users to prepare for the above listed tests,
This service is being operated by AURA INVESTMENT PARTNERS L.L.C., DBA “StudyPal.co”. By using the StudyPal.co Website, (the “Website”) you agree to be bound by these Terms of Use (this “Agreement”), whether or not you register as a member of StudyPal.co
If you wish to become a Member and make use of the StudyPal.co service (the “Service”), you will be under additional requirements. Please read these Terms of Use carefully. If you object to anything in this Agreement or the StudyPal.co Privacy Policy, do not use the Website or the Service.
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 test names 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
1. Introduction
By using the Site and/or the Internet websites of our subsidiaries or affiliates, you are agreeing to the following terms in this Terms of Use. Please read them carefully. The Company reserves the right to change or amend at any time the Site and the services offered therein, these Terms of Use, and any other policies set forth by the Company. Changes or amendments to these Terms of Use or any other policy put in effect by the Company will be posted to the Site and considered effective immediately after being posted to the Site. Your continued use of the Site shall constitute your acceptance of such changes or amendments. If you do not agree to such changes or amendments, your immediate remedy is to stop using the Site and, thereafter, you may Deactivate your account from the “Settings” page of your account or request that we close your account by contacting us.
These Terms of Use are effective as of March 1, 2013. All questions regarding this Terms of Use should be sent via email to Legal Support (contact@studypal.co).
2. Consent to Electronic Communications
When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive all communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. All communications we send you will be addressed to the email address which you provided during the registration process or currently have on file in your account with us. Unless the party sending the email is notified that the recipients email address in not valid, such notices will be considered given 24 hours from the time the email is sent.
Notices regarding changes to the terms and conditions of these Terms of Use may be given by posting such changes to the Site, and will be considered given and effective immediately upon posting to the Site. All notices given by you will be made via email as described herein, certified mail, or registered mail (return receipt requested).
3. Terms of Use Scope
Before you may become a member of the Site, you must read and accept all of the terms contained in and linked to these Terms of Use, including the accompanying Privacy Policy, which is incorporated herein by reference. We strongly recommend that, as you read these Terms of Use, you also access and read all linked information. By accepting these Terms of Use, you agree that these Terms of Use and the accompanying Privacy Policy will apply whenever you use the Site or any services offered by the Company, or when you use the tools we make available to interact with the Site and services. The Company and the Site reserve the right to refuse service, suspend or terminate accounts, remove or edit content, or cancel orders, in their sole discretion
4. Eligibility.
You must be at least eighteen (18) years of age to register as a member of StudyPal.co or use the Website. Membership in the Service is void where prohibited. By using the Website, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. If you become a Member, you represent and warrant that you have never been convicted of a felony and that you are not required to register as a sex offender with any government entity.
5. Membership and Subscription; Pricing.
You may become a Member of the Service at no cost. As a Member, you will have the ability to participate in some, but not all, of the features and services available within the Service. In order to access additional features and services, including the ability to communicate with other Members, you must become a paying subscriber to the Service. Please see the “Pricing” page for a description of the current subscription plans and their prices. Please note that the subscription policies that are disclosed to you in subscribing to the service are deemed part of this Agreement. Please see Section 14 below for a description of such policies. For purposes of this Agreement the term “Member” includes subscribers, unless where its usage indicates otherwise. From time to time, StudyPal.co may remove the profiles of non-subscribers.
6. Term
This Agreement will remain in full force and effect while you use the Website and/or are a Member. You may terminate your membership and/or subscription at any time, for any reason, by clicking on “Deactivate” on the “Settings” page of your Profile. If you terminate your subscription, your subscription will remain active until the end of your then-current subscription period (that is, the subscription period through which you had paid prior to your termination). StudyPal.co may terminate your membership and/or subscription by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to StudyPal.co. If StudyPal.co terminates your membership in the Service because, in the sole exercise of StudyPal.co’s discretion, you have breached this Agreement, you will not be entitled to any refund of unused subscription fees. After your membership or subscription is terminated, all terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.
7. Non-commercial Use by Members.
The Website is for the personal use of individual Members only and may not be used in connection with any commercial endeavors. Organizations, companies, and/or businesses may not become Members and should not use the Service or the Website for any purpose. Illegal and/or unauthorized uses of the Website, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Website may be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Website is with the permission of StudyPal.co, which may be revoked at any time, for any reason, in StudyPal.co's sole discretion.
8. Account Security; Your Password
If you use the Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not disclose, share, or distribute your password to any third party. If you feel your password has been compromised, you may change your password at any time, and as often as you wish. If you believe your password may have been compromised and you are unable to login to the Site, please contact us as set forth herein.StudyPal.co will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature if you have linked Facebook login to your StudyPal.co account.
9. Your Interactions with Other Members.
a. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU UNDERSTAND THAT STUDYPAL.CO CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS. STUDYPAL.CO ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ITS MEMBERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS MEMBERS. STUDYPAL.CO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS. STUDYPAL.CO 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.
b. IN NO EVENT SHALL STUDYPAL.CO BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THIS SERVICE OR PERSONS YOU MEET THROUGH THIS SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER MEMBERS OF THE SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. YOU UNDERSTAND THAT STUDYPAL.CO 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 MEMBERS.
10. Content on StudyPal.co.
a. Proprietary Rights in StudyPal.co Content.StudyPal.co owns and retains all proprietary rights in the Website and the Service. The Website contains the copyrighted material, trademarks, and other proprietary information of StudyPal.co, and its licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.
b. Third Party Content.Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by StudyPal.co, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. StudyPal.co does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Website. Under no circumstances will StudyPal.co or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Website or transmitted to or by any Members.
11. Content Posted by You on StudyPal.co.
a. You are solely responsible for the Content that you publish or display (hereinafter, “post”) on the Service, or transmit to other Members. You will not post on the Service, or transmit to other Members, 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 (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not provide inaccurate, misleading or false information to the Company or to any other Member. If information provided to StudyPal.co, or another Member, subsequently becomes inaccurate, misleading or false, you will promptly notify StudyPal.co of such change.
b. You understand and agree that StudyPal.co may review and delete any content, messages, double-blind emails, photos or profiles (collectively, “Content”), in each case in whole or in part, that in the sole judgment of StudyPal.co violate this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Members.
c. By posting Content to any public area of StudyPal.co, you automatically grant, and you represent and warrant that you have the right to grant, to StudyPal.co, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that public posting and use of your content by StudyPal.co will not infringe or violate the rights of any third party.
d. The following is a partial list of the kind of Content that is illegal or prohibited on the Website. StudyPal.co reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Service and terminating the membership of such violators. It includes, but is not limited to, Content that:
• is patently offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
• harasses or advocates harassment of another person;
• involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”;
• promotes information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
• promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
• contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
• provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
• provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
• solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and • engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes. e. Your use of the Service, including but not limited to the Content you post on the Service, must be in accordance with any and all applicable laws and regulations.
f. You may not include in your Member profile any telephone numbers, street addresses, last names, URLs or email addresses.
g. You may not engage in advertising to, or solicitation of, other Members. This includes but is not limited to solicitation or advertising to buy or sell any products or services through the Service or to attend parties or other social functions or networking for commercial purposes. You may not transmit any chain letters or junk email to other Members. Although StudyPal.co cannot monitor the conduct of its Members off the Website, it is also a violation of these rules to use any information obtained from the Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, we reserve the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which we deem appropriate in our sole discretion.
h. All information you include in your Member profile must be accurate, current and complete.
12. Prohibited Activities.
StudyPal.co reserves the right to investigate and terminate your membership if you have misused the Service, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal. The following is a partial list of the type of actions that you may not engage in with respect to the Service:
• You will not impersonate any person or entity.
• You will not “stalk” or otherwise harass any person.
• You will not express or imply that any statements you make are endorsed by StudyPal.co without our specific prior written consent.
• You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.
• You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights.
• You will not remove any copyright, trademark or other proprietary rights notices contained in the Service.
• You will not interfere with or disrupt the Services or the site or the servers or networks connected to the Services or the site.
• You will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
• You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service.
• You will not “frame” or “mirror” any part of the Service or the Website, without StudyPal.co's prior written authorization. You also shall not use meta tags or code or other devices containing any reference to StudyPal.co or the Service or the site in order to direct any person to any other web site for any purpose.
• You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Website or any software used on or for the Service or cause others to do so.
13. StudyPal.co provides assistance and guidance through its customer care representatives. When communicating with our customer care representatives, you may not to be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or otherwise behave inappropriately. Telephone calls between you and our customer care representatives may be recorded for quality assurance purposes. If we feel that your behavior towards any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership and you will not be entitled to any refund of unused subscription fees.
14. Subscriptions; Charges on Your Billing Account.
a. Billing and Payment.StudyPal.co bills you through an online account (your “Billing Account”) for use of the Service. You agree to pay StudyPal.co all charges at the prices you agreed to for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize StudyPal.co to charge your chosen payment provider (your “Payment Method”) for the Service. You agree to make payment using that selected Payment Method. StudyPal.co may correct any billing errors or mistakes that it makes even if it has already requested or received payment. This Section 12 includes any agreements you made with StudyPal.co on the Website when becoming a Member or subscribing to the Service. The v terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method.
b. Automatic Renewal. Your subscription will continue indefinitely until cancelled by you. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. You agree that your account will be subject to this automatic renewal feature. If you do not wish your account to renew automatically, or if you want to change or terminate your subscription, please log in and go to the “Settings” page and click on“Deactivate”Account. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize StudyPal.co to charge your Payment Method now and again at the beginning of any subsequent subscription period. You also authorize StudyPal.co to charge you for any sales or similar taxes that may be imposed on your subscription payments. Upon the renewal of your subscription, if StudyPal.co does not receive payment from your Payment Method provider, (i) you agree to pay all amounts due on your Billing Account upon demand, and/or (ii) you agree that StudyPal.co may either terminate or suspend your subscription and continue to attempt to charge your Payment Method provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
c. Current Information. You must provide current, complete and accurate information for your Billing Account. You must promptly update all information to keep your Billing Account current, complete and accurate (such as a change in billing address, card number or expiration date), and you must promptly notify StudyPal.co if your Payment Method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your name or password). Changes to such information can be made on theSettings pageon the Website. If you fail to provide StudyPal.co any of the foregoing information, you agree that you are responsible for fees accrued under your Billing Account. In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for you credit or debit card as provided by your credit or debit card issuer.
d. Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that StudyPal.co is authorized to charge your Payment Method. StudyPal.co may submit those charges for payment and you will be responsible for such charges. This does not waive StudyPal.co's right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.
e. Free Trials and Other Promotions. Any free trial or other promotion that provides subscriber-level access to the Service must be used within the specified time of the trial. You must cancel your subscription before the end of the trial period in order to avoid being charged a subscription fee. If you cancel prior to the end of the trial period and are inadvertently charged for a subscription, please contact us at contact@studypal.coto have the charges reversed.
15. Modifications to Service.
StudyPal.co reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that StudyPal.co shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
16. Blocking of IP Addresses.
In order to protect the integrity of the Service, StudyPal.co reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Website. 17. Copyright Policy.
You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Website; your address, telephone number, and email address; a written 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; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. For notice of claims of copyright infringement contact us at: contact@StudyPal.co or StudyPal.co Legal, P.O. Box 9764 Newport Beach CA 92658.
18. Member Disputes.
You are solely responsible for your interactions with other StudyPal.co Members. StudyPal.co reserves the right, but has no obligation, to monitor disputes between you and other Members.
19. Privacy.
Use of the Website and/or the Service is also governed by our Privacy Policy. Please see the StudyPal.co Privacy Policy for more information regarding these communications.
20. Disclaimers.
a. StudyPal.co is not responsible for any incorrect or inaccurate Content posted on the Website or in connection with the Service, whether caused by users of the Website, Members or by any of the equipment or programming associated with or utilized in the Service. StudyPal.co is not responsible for the conduct, whether online or offline, of any user of the Website or Member of the Service. StudyPal.co assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user or Member communications. StudyPal.co is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Website or combination thereof, including injury or damage to users and/or Members or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will StudyPal.co or any of its affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Website or the Service, any Content posted on the Website or transmitted to Members, or any interactions between users of the Website, whether online or offline. The Website and the Service are provided “AS-IS” and StudyPal.co expressly disclaims any warranty of fitness for a particular purpose or non-infringement. StudyPal.co cannot guarantee and does not promise any specific results from use of the Website and/or the Service. b. In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted on the Website is for informational and entertainment purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. StudyPal.co makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Website. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.
21. Links.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because StudyPal.co has no control over such sites and resources, you acknowledge and agree that StudyPal.co is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that StudyPal.co shall 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 upon, any such Content, goods or services available on or through any such site or resource.
22. Linked Accounts
StudyPal.co permits you to associate a StudyPal.co username and password with your Facebook® or LinkedIn®account. When you establish a linked account, you can sign into Facebook and automatically sign into StudyPal.co at the same time. StudyPal.co is not responsible for the operation or functionality of Facebook® or LinkedIn®. Facebook® is a registered trademark of Facebook Inc.LinkedIn ®is a registered trademark of LinkedIn Corporation
23. Limitation on Liability.
Except in jurisdictions where such provisions are restricted, in no event will StudyPal.co be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including also lost profits arising from your use of the Web site or the Service, even if StudyPal.co has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, StudyPal.co's liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to StudyPal.co for the Service during the term of membership.
24. U.S. Export Controls.
Software from this Website (the “Software”) is further subject to United States export controls. No Software may be downloaded from the Website or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
25. Arbitration and Governing Law.
a. Arbitration Agreement. The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof), the Service, or the Website shall be BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against StudyPal.co in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against StudyPal.co any class action, class arbitration, or other representative action or proceeding.
b. Notice of Rights.By using the Website or the Service in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and StudyPal.co (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
c. Court Proceedings.Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against StudyPal.co (except for small-claims court actions) may be commenced only in the federal or state courts located in Irvine County, California.You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
d. Governing Law.This Agreement, and any dispute between you and StudyPal.co, shall be governed by the laws of the state of Californiawithout regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
26. Indemnity by you :
You agree to indemnify and hold StudyPal.co, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.
27. No Third Party Beneficiaries.
You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
28. Other and Amendments.
This Agreement contains the entire agreement between you and StudyPal.co regarding the use of the Website and/or the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. This Agreement is subject to change byStudyPal.co at any time, effective upon posting on the StudyPal.co website. Your use of the Service after such posting will constitute acceptance by you of the revised Agreement.
Please Contact Us with any questions regarding this agreement. StudyPal is a pending trademark of AURA INVESTMENT PARTNERS L.L.C., DBA StudyPal.co.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
