Terms and Conditions
These terms and conditions (the “Terms and Conditions”), is a legal agreement between you (hereinafter, “you” or “your”) and Scholarful, Inc. hereinafter referred to Scholarful (“Scholarful”), respecting your use of the Services as described herein.
BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON WHEN SIGNING UP FOR THE SERVICES, OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THE AGREEMENT DO NOT ACCESS OR USE THE Scholarful SOLUTION.
If you have any questions or concerns about the terms of this Agreement, please contact us at email@example.com
In these Terms and Conditions:
- “Access Information” has the meaning set out in Section 6.
- “Agreement” has the meaning set out in the first paragraph of these Terms and Conditions.
- “Applicable Law” means any domestic or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time during the term of this Agreement which applies to or is otherwise intended to govern or regulate any person (including any Party), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental or Regulatory Authority
- “Application” has the meaning set out in Section 2(a)(ii).
- “Scholarful Partner” means any scholarship provider, company, organization, association or individual that has entered into an agreement with Scholarful to use or promote the Scholarful website.
- “Scholarful Solution” means the www.scholarful.com website and the Services, including the Content therein, as modified from time to time.
- “Confidential Information” means information considered confidential or proprietary by Scholarful, including the Scholarful Solution, its business plan and strategy, any design, prototype, compilation of information, data, program, method, invention, license, technique or process, information relating to any Scholarful service, Scholarful’s software, website and web platform, client and user information, financial information, marketing information, intellectual property, business opportunities, or research and development.
- “Content” has the meaning set out in Section 2(a)(i).
- “Governmental or Regulatory Authority” means any national, provincial, territorial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction over Scholarful, you or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by, such entities
- “Party” means each of Scholarful and you, and “Parties” means Scholarful and you collectively.
- “Personal Information” means information about an identifiable individual.
- “Recruiter” means any individual or entity that you engage to represent you to submit an Application using the Scholarful Solution.
- “Scholarship” means a scholarship specifically designed for helping students offered by the Scholarful Partners.
- “Services” has the meaning set out in Section 2.
- “Submission” has the meaning set out in Section 11(a).
- “Terms and Conditions” has the meaning set out in the first paragraph of these terms.
- “Your Data” has the meaning set out in Section 4(a)(i).
- Scholarful’s services described in this Section 2 (collectively referred to as the “Services”) consist of the following:
- Scholarful lets scholarship applicants input their relevant information and data into the Scholarful website; with the objective to applying to Scholarships with Scholarful Partners;
- Scholarful lets you one-click apply, quick-apply, easy-apply or applies on behalf of, the applicants to various scholarships; acting as an intermediary that passes your data to the applicable Scholarful Partners in order to enable you to apply to Scholarships offered by such Scholarful Partners; and
- Scholarful facilitates an Application by, on a case-by-case basis, assisting you with communications with the applicable Scholarful Partners and sometimes provides guidance and advice associated with a scholarship application.
3. License to Use the Scholarful Solution
Subject to the terms and conditions in the Agreement and any restrictions contained in the Content, Scholarful hereby grants you a personal, non-exclusive, revocable, non-transferable license to access the Scholarful Solution solely for the purposes of using the Services, view the Content, and submit an Application to Scholarful Partners.
4. Your Data
- Your Data Must be Complete and Accurate
- In order to use the Scholarful Solution, you must:
- provide up-to-date complete and accurate Personal Information or other data submitted by you to the Scholarful Solution or otherwise provided to Scholarful, including name information, contact information, citizenship and legal status, gender, date of birth, home and mailing address, marital status, emergency contact information, financial information, education qualification, educational information, transcripts, and other information (“Your Data”), as requested by Scholarful on Scholarful’s website, and as required to process your Application;
- where payment is required, provide up-to-date, complete and accurate payment information as required by Scholarful or Scholarful’s third party payment processor, as applicable (which may include a valid PayPal or Stripe account, or credit card information for a credit card that is valid and legally registered to you); and
- Ownership of Your Data
- Nothing herein transfers any ownership of Your Data to Scholarful in its original form.
- Quality of Your Data and Feedback
- Without limiting the foregoing, Scholarful does not assess Your Data for quality or otherwise. Scholarful, Scholarful Partners and other third parties to whom Scholarful is permitted to pass Your Data under this Agreement, may rely on the accuracy of Your Data provided by you to the Scholarful Solution.
- Any feedback that you receive respecting Your Data is not as the result of any specific examination of the data by Scholarful, or any judgment exercised by Scholarful respecting Your Data, but rather is solely based on the requirements of Scholarful Partners.
- Consent to Processing of Your Data
An integral part of the Scholarful Solution entails the collection, processing, transmission and disclosure of Your Data by Scholarful, Scholarful Partners and their service providers, and you hereby specifically consent to:
- Scholarful’s provision of Your Data to any Scholarful Partner; and
- communications from Scholarful (including e-mail communications, both marketing and informational) respecting the Scholarful Solution, and Scholarful’s products and services.
- Storage of Your Data in Other Jurisdictions
You acknowledge that, due to the nature of the Scholarful Solution, Your Data uploaded to the Scholarful Solution may be hosted on servers residing in the cloud, over which Scholarful has no direct control. By using the Scholarful Solution, Your Data may become, during the period that Your Data is hosted on such servers, subject to the Applicable Laws of the jurisdiction in which such servers reside or to the terms of agreements respecting the hosting of data on such servers.
- In order to use the Scholarful Solution, you must:
5. Your Access Information
Scholarful will provide you with certain information to allow you to use the Scholarful Solution, such as one or more user IDs and passwords and/or the ability to create user IDs and/or passwords (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you or your authorized representatives to obtain access to the Scholarful Website using the Access Information.
6. Your Representations and Warranties
You covenant, represent and warrant that:
- Your Data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify Scholarful or update Your Data on the Scholarful Solution;
- you will be solely responsible for all activities with respect to the Scholarful Solution undertaken by you or your designates;
- you have all legal rights necessary to use the Scholarful Solution, both in the jurisdiction in which you are located and in the jurisdiction where the Scholarful Partner you are applying to is located, including the right to access the Content, and the right to make the Application and provide Your Data;
- you will not in any way use the Scholarful Solution to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights;
- you will not interfere with or in any manner compromise any of Scholarful’s security measures;
- you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Content or features accessible through the Scholarful Solution, including, the forms, Content delivery and display functionality of the Scholarful website;
- you will cooperate with Scholarful and provide information requested by Scholarful to assist Scholarful and any Governmental or Regulatory Authorities in investigating or determining whether there has been a breach of this Agreement or Applicable Law; and
- you will comply with the terms and conditions of any agreements entered into between you and any third party (including the Scholarful Partners, the service providers for any Internet services you use in conjunction with the Scholarful Solution, and the hardware providers for any mobile device or other computing equipment through which you use the Scholarful Solution), and to the extent that such agreements impose additional restrictions respecting your use of the Scholarful Solution (whether by reason of usage limitations or otherwise), you will use the Scholarful Solution in compliance with such restrictions.
7. Restrictions and Limitations on Your Use of the Scholarful Solution
- Access to Programs
- You acknowledge that only certain Scholarful Partners have agreements with Scholarful to enable you to make an Application to such Scholarful Partners through the Scholarful Solution, and that not all educational study programs of such Scholarful Partners may be offered as being Programs available to you using the Scholarful Solution.
- Usage Policies
- The Scholarful Solution will be subject to the usage policies as provided to you by Scholarful from time to time, including in electronic form by posting on Scholarful’s website. Such policies may include limitations on data storage space, and equipment and/or software requirements. You are solely responsible for compliance with such policies.
- You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with using the Scholarful Solution (except for Scholarful’s computer systems and networks), including your choice and use of your Internet Service Provider.
- Data Integrity and Back-up
- You acknowledge and agree that Scholarful cannot guarantee data integrity, and that it is solely your responsibility to back-up any of Your Data that you use in conjunction with the Scholarful Solution.
- Not for Time Sensitive Applications
- The Scholarful Solution is not developed or licensed for use in any inherently dangerous, time-sensitive, or mission critical manner.
- Restrictions on Scholarful Website Use
- You will not:
- copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Scholarful Solution, or any part thereof;
- distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Scholarful Solution, in whole or in part, to any third party on a temporary or permanent basis;
- remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Content (including without limitation any copyright notice);
- use the Solution in any way inconsistent with the use parameters for the Scholarful Solution;
- attempt to hack the Scholarful Solution or any communication initiated by or made through the Scholarful Solution or to defeat or overcome any encryption or other technical protection methods implemented with respect to the Scholarful Solution, data or Content or programming transmitted, processed or stored by Scholarful or other users of the Scholarful Solution;
- collect any information or communication about the users of the Scholarful Solution, by monitoring, interdicting or intercepting any process of or communication initiated by the Scholarful website or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
- use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Scholarful Solution or any computer system or that are designed to monitor, distort, delete, damage or disassemble the Scholarful Solution or its ability to communicate and perform the Services; or
- authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in this Section 8, or attempting to do so.
- You will not:
8. Changes to Terms and Conditions; Changes to Scholarful Solution; Right to Edit and Remove Your Data; Suspension or Termination
- Changes to Terms and Conditions
- Scholarful reserves the right to change these Terms and Conditions at any time without notice. Your continued access to or use of the Scholarful Solution after any changes to these Terms and Conditions indicates your acceptance of such changes. It is your responsibility to review these Terms and Conditions regularly.
- Changes to the Scholarful Solution
- Scholarful reserves the right to change, suspend or discontinue the Scholarful Solution at any time, including the availability of any Content at any time, and from time to time, without notice offered by Scholarful.
- Right to Edit and Remove Your Data
- Notwithstanding anything to the contrary herein, Scholarful reserves the right to review Your Data stored in files or programs on Scholarful’s servers to verify your compliance with this Agreement. Scholarful has the right to edit or remove any of Your Data that, in Scholarful’s sole discretion, Scholarful believes may be unlawful, obscene, abusive, or otherwise objectionable.
- Suspension or Termination
- Scholarful may impose limits on the Scholarful Solution or terminate or restrict your access to parts or all of the Scholarful Solution without liability. Where feasible, Scholarful will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that Scholarful will have no liability whatsoever for its failure to provide such notice to you.
- Scholarful reserves the right to revoke your access to the Scholarful Solution for any abusive conduct or fraudulent use of the Scholarful Solution and to cease the Scholarful Solution temporarily or permanently, if your use of the Scholarful Solution constitutes, in Scholarful’s sole discretion, a threat to Scholarful or any third party’s computer systems, networks, files, materials or other data, or a breach of this Agreement.
- Without limiting other remedies, Scholarful may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Scholarful Solution to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Scholarful is unable to verify or authenticate any information you provides; or (c) Scholarful believes that your actions may cause financial loss or legal liability for you, Scholarful Partners, other users or Scholarful. The above-described actions are not Scholarful’s exclusive remedies and Scholarful may take any other legal, equitable or technical action it deems appropriate in the circumstances. Scholarful will not have any liability to you or any third party in relation to the termination of this Agreement for any reason whatsoever.
- Scholarful reserves the right to investigate suspected violations of this Agreement.
- You will cooperate with: (A) Governmental or Regulatory Authorities in the investigation of suspected criminal violations; (B) Scholarful Partners investigating academic fraud or other misdemeanors, relating to your Application or otherwise; and (C) system administrators at Internet service providers, networks or computing facilities, and other content providers, in order to enable Scholarful to enforce the terms and conditions of this Agreement.
9. Your Obligation to Report Errors
You will promptly and accurately report to Scholarful any actual or apparent errors, problems, nonconformities or other difficulties with the Scholarful Solution, along with any other information reasonably requested by Scholarful to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by Scholarful for the purposes of Scholarful’s internal use to improve the Scholarful Solution or other Scholarful products or services.
- Any suggestions, bug reports or other communications respecting the functionality of the Scholarful Solution or Scholarful’s website that you transmit to Scholarful by any means (each, a “Submission”), are considered non-confidential and may be disseminated or used by Scholarful or any third party without compensation or liability to you for any purpose whatsoever, whether for inclusion as part of the Scholarful Solution or otherwise.
11. Fees, Payment and Taxes
- You will pay all applicable fees in connection with the Scholarful Solution, as set forth in Scholarful’s standard price list, as set forth on Scholarful’s website or as otherwise provided to you. Fees are quoted and payable in USD.
- Scholarful reserves the right to modify such fees, upon reasonable notice, which may be performed by updating Scholarful’s standard price list, as set forth on Scholarful’s website.
- Your use of the Scholarful Solution following such changes constitutes your acceptance of any new or increased charges.
- Fee Payment
- Where you pay fees by means of a credit card, you authorize Scholarful or its third-party payment processor to automatically charge you for any and all fees incurred by you for Scholarful Solution. If your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection.
- The foregoing will not limit Scholarful’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you will also be responsible for paying for all reasonable fees and costs incurred by Scholarful, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.
- Without limiting the foregoing, Scholarful reserves the right not to process any Application or portion thereof prior to obtaining full payment of fees from you.
- Interest on Late Payments
- In addition to any other rights and remedies available to Scholarful, Scholarful will be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law, such interest commencing as of the due date for such payment.
12. Confidential Information
- Subject to Scholarful’s ability to disclose Your Data as permitted under this Agreement, Scholarful will use reasonable commercial endeavors to safeguard Your Data and keep it confidential, while Your Data is in Scholarful’s control, including implementing organizational and technical measures to protect your Personal Information. Scholarful may also retain and disclose Your Data to: (i) Governmental or Regulatory Authorities to the extent required by Applicable Law: (ii) its professional advisors to the extent required to: (A) enable Scholarful to fulfill its obligations pursuant to Applicable Law; or (B) defend or bring a claim relating to a breach of this Agreement.
- The nondisclosure obligations under this Agreement will not apply to information which a Party can establish:
- is, or becomes, readily available to the public other than through a breach of this Agreement;
- was disclosed, lawfully and without breach of any contractual or other legal obligation, to a Party by a third party without any confidentiality obligation attached to such information;
- was lawfully known to a Party without any confidentiality obligation prior to receipt of the information; or
- was independently developed or discovered by a Party outside of the course of such Party’s performance of their obligations under this Agreement, without any reference to any Confidential Information obtained directly or indirectly from the disclosing Party.
13. Intellectual Property
The Scholarful Solution is owned by Scholarful or its third-party licensors, who retain all right, title and interest therein. The Scholarful Solution is protected by U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Scholarful Solution. You do not acquire any intellectual property or other proprietary rights under this Agreement, including any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Scholarful Solution, or any part thereof. Any rights not expressly granted under this Agreement are reserved to Scholarful or its third-party licensors.
14. Term and Termination
- This Agreement will commence upon your acceptance of these Terms and Conditions on the Scholarful website.
- This Agreement may be terminated by either Party for any reason, without cause, upon 30 days’ written notice addressed to the other Party.
- This Agreement may be terminated by Scholarful immediately upon notice for cause if:
- you commit a material breach of this Agreement and fail to rectify the breach within 30 calendar days of Scholarful delivering notice of the breach; or
- you commit a breach of any of your representations in this Agreement; or
- if Scholarful is prevented from providing any portion or all of the Scholarful Solution due to: (A) your acts or omissions in breach of this Agreement; (B) acts or omissions of any third party (including any Scholarful Partner); or (C) any Applicable Law or ruling issued in any form whatsoever by a Governmental or Regulatory Authority.
15. Effect of Termination or Expiry
- Upon any termination or expiry of this Agreement for any reason (whether by you or by Scholarful), you must cease all use of the Scholarful Solution.
- Termination or expiry of this Agreement, for any reason, will not affect your payment obligation for any fees accrued hereunder or payments owing prior to the effective date of termination or expiry.
- The termination of this Agreement by either Party does not affect any accrued rights or remedies of either Party.
- Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, including this Section 16, will do so.
- DISCLAIMER OF IMPLIED WARRANTIES
- THE SCHOLARFUL SOLUTION, INCLUDING FOR GREATER CERTAINTY, THE CONTENT, AND REFERENCES, LINKS AND INFORMATION IN THE CONTENT, IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY.
- YOUR RELIANCE ON CONTENT
- Scholarful HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU, AND YOU ACKNOWLEDGE THAT SCHOLARFUL HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING ANY ACTS OR OMISSIONS TAKEN BY YOU OR ANY OTHER USER OF THE SCHOLARFUL SOLUTION, INCLUDING HOW YOU OR ANY OTHER USER MAY INTERPRET OR USE CONTENT ACCESSED OR DEVELOPED THROUGH THE SCHOLARFUL SOLUTION, OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO CONTENT OBTAINED THROUGH THE SCHOLARFUL SOLUTION.
- THE CONTENT ON THE SCHOLARFUL SOLUTION INCLUDES REFERENCES TO THIRD PARTIES, INCLUDING THE SCHOLARFUL PARTNERS, LINKS TO THIRD PARTY WEBSITES OR DOCUMENTS, AND INCORPORATES INFORMATION OBTAINED FROM THIRD PARTIES, INCLUDING SCHOLARFUL PARTNERS. CONTENT MAY ALSO BE CREATED BY SCHOLARFUL BASED ON SUCH THIRD PARTY INFORMATION, WHICH MAY CHANGE FROM TIME TO TIME WITHOUT NOTICE TO SCHOLARFUL.
- SCHOLARFUL ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS, INACCURACIES, EFFECTIVENESS, STANDARDS COMPLIANCE, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, OR ANY OTHER ASPECT OF THE CONTENT PROVIDED THROUGH THE SCHOLARFUL SOLUTION.
- UNDER NO CIRCUMSTANCES WILL SCHOLARFUL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH USE OF THE SCHOLARFUL SOLUTION, INCLUDING ANY THIRD PARTY LINKED SITE (INCLUDING ANY OPINIONS, STATEMENTS OR ADVICE).
- IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY CONTENT PROVIDED, AND USE OF THE SCHOLARFUL SOLUTION IS SOLELY AT YOUR OWN RISK.
- SCHOLARFUL WILL HAVE NO LIABILITY WHATSOEVER RESPECTING ANY CLAIM BY YOU OR ANY THIRD PARTY WHOSE CONTENT IS COLLECTED IN YOUR USE OF THE SCHOLARFUL SOLUTION, WHETHER RELATED TO PRIVACY OR OTHERWISE, IN RELATION TO SCHOLARFUL’S USE OF YOUR DATA TO PROVIDE THE SCHOLARFUL SOLUTION.
- Control of Third Parties
- Scholarful has no control over Scholarful Partners; you acknowledge that the success of your Application is solely within the control of such third parties, not Scholarful, and therefore release Scholarful from all liability in relation to your Scholarship Application.
- Rejection of Applications
- Scholarful is not responsible in any way for your Scholarship Applications, and does not in any way guarantee success.
- Issues with Scholarful Partners
- All issues respecting Scholarship Applications, and your failure to comply with Scholarful Partner policies, are solely as between you and the applicable Scholarful Partner, and Scholarful bears no responsibility or liability in relation to such matters.
- Service Providers
- Although Scholarful has made reasonable efforts to verify that its agreements with its service providers are reasonably protective of Your Data, you acknowledge that Scholarful has no liability for any acts or omissions of third parties in relation to such servers and the data stored on them. You therefore hereby release Scholarful from all liability for any governmental or third party action taken in such jurisdictions with respect to such information and data or the servers on which Your Data resides, and you acknowledge that you retain sole responsibility to back up and retain copies of such information and data.
- Unauthorized use of Access Information
- Scholarful is not responsible or liable in any way for any use of the Scholarful Solution (authorized or unauthorized) by any third party accessing the Scholarful Solution using your Access Information, and you accept all responsibility for such use of the Scholarful Solution and any consequences resulting from such use of the Scholarful Solution.
- Use for Time Sensitive Applications
- You agree that Scholarful will not be liable for any claims or damages arising from such use if you use the Scholarful Solution for a time sensitive use.
- Availability of the Scholarful Solution
- SCHOLARFUL WILL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE TIMELINESS OR CONTINUED AVAILABILITY OF THE SCHOLARFUL SOLUTION.
- Applicable Law
- Some jurisdictions do not allow the exclusion of certain warranties or liability, so the above limitations or exclusions may not apply to you.
- The downloading and viewing of Content is done at your own risk. Scholarful cannot and does not guarantee or warrant that the Scholarful Solution or the Content are compatible with your computer system or that the Scholarful Solution, or any links from the Scholarful Solution or the Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and your are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Scholarful Solution.
- Communications Not Confidential or Secure
- Scholarful does not guarantee the confidentiality of any communications made by your through the Scholarful Solution, over the internet or over the telephone. Although Scholarful generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Scholarful Solution, you understand, agree and acknowledge that Scholarful cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Scholarful Solution.
17. Your Indemnities
You will indemnify, defend and hold harmless Scholarful, and all of its officers, directors, employees and agents, its parent company, subsidiaries and affiliates, from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, directly or indirectly due to, arising out of or in connection with:
- your access to the Scholarful Solution, and any reliance on any Content obtained by you through the Scholarful Solution; or
- your unauthorized use or misuse of the Scholarful Solution; or
- your breach of this Agreement; or
- the infringement, violation or misappropriation by you, or any third-party obtaining access to the Scholarful Solution through your Access Information, of any intellectual property or other right of any third person or entity; or
- your violation of any Applicable Laws.
18. Limitation of Liability
- To the maximum extent permitted under Applicable Law, in no event will Scholarful be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities, whether or not Scholarful is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the Scholarful Solution.
- To the maximum extent permitted under Applicable Law, in no event will the total aggregate liability of Scholarful in connection with or under this Agreement or your use of, or inability to make use of, the Scholarful Solution, or for any other claim related in any way to your use of, or inability to make use of, the Scholarful Solution exceed the sum of fes paid to Scholarful by you. For greater certainty, the existence of one or more claims under this Agreement will not increase the maximum liability amount.
- The limitations in this Section reflect the allocation of risk between the Parties. The limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Except as otherwise provided herein, the Parties rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. Any rule of construction to the effect that any ambiguity in this Agreement will be resolved against the drafting party will not be applied to the interpretation of this Agreement.
- Force Majeure
- Neither Party will be liable for delays caused by any event beyond its reasonable control, except non-payment of amounts due under this Agreement will not be excused by this provision.
- Contracting Status
- Nothing contained in this Agreement will be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Parties. Except as expressly authorized by Scholarful in writing, you will neither act nor purport to be acting as the legal agent of Scholarful, nor enter into any agreement on behalf of Scholarful or otherwise bind or purport to bind Scholarful in any manner whatsoever.
- Any notices, reports or other communications required or permitted to be given under this Agreement will be in writing, including email, and will be sufficient if delivered by hand or sent by registered mail, courier or facsimile addressed to you or Scholarful at the respective addresses as advised in writing. Any such notices, reports, or other communications will be deemed to have been received by the Party to whom they were addressed: (i) upon delivery by hand, (ii) five business days after being sent by registered mail, (iii) upon delivery by courier, as evidenced by the courier receipt, (iv) upon successful receipt confirmation report after being sent by facsimile; or (v) if sent by email, upon receipt by the sender of a delivery receipt confirmation.
- No Waiver
- No waiver by either Party of a breach or omission by the other party under this Agreement will be binding on the waiving Party unless it is expressly made in writing and signed by the waiving Party. Any waiver by a Party of a particular breach or omission by the other Party will not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.
- If any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision will be severable from this Agreement, in which event this Agreement will be construed as if such provision had never been contained herein.
- Governing Law
- This Agreement will be governed by and construed under the laws of the New York. The Parties hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. In construing, interpreting and enforcing this Agreement, choice of law principles will not apply. The Scholarful Solution are intended for use only in jurisdictions where they may be lawfully offered for use.
- Entire Agreement/Modification
- This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements and understandings relating to the subject matter hereof. This Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both Parties.
- Electronic Agreement
- You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by Scholarful to show your acceptance of this Agreement and/or your agreement to use the Scholarful Solution), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Scholarful Solution, including the Application. Furthermore, you hereby waive any rights or requirements under any Applicable Laws in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under Applicable Law. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Any questions regarding this Agreement, or any questions, complaints, claims or other legal concerns relating to Scholarful or its business, should be directed to Scholarful at: firstname.lastname@example.org
Updated March 15, 2021