Enterprise Terms of Service

1. AGREEMENT TO TERMS.

These Terms of Service (these “Terms”) are incorporated by reference into each Order Form entered into between Customer and StudyFetch, Inc. (“Company,” “we,” “us,” or “our”) and govern Customer’s access to and use of the https://www.studyfetch.com website, the Honen platform, our mobile application, and any other online services, platforms, products, or features operated by us that link to or reference these Terms (collectively, the “Services”). In the event of a conflict between these Terms and an Order Form, the Order Form controls. “Order Form” means an ordering document entered into between Customer and Company that references these Terms and sets forth the Services, Seats, fees, and other applicable commercial terms. “Services” means Company’s online platform, applications, and related products and services, including the specific services, features, and functionality described in the applicable Order Form. “Customer” means the entity that has executed an Order Form or otherwise accepted these Terms. We are registered in California, United States and have our registered office at 345 N Maple Dr., Suite 340, Beverly Hills, CA 90210. Customer agrees that by executing an Order Form or otherwise accessing or using the Services, Customer has read, understood, and agreed to be bound by all of these Terms. IF CUSTOMER DOES NOT AGREE WITH ALL OF THESE TERMS, THEN CUSTOMER IS EXPRESSLY PROHIBITED FROM USING THE SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on or made available through the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms from time to time. We will alert Customer about any changes by updating the “Last updated” date of these Terms. Customer will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by Customer’s continued use of the Services after the date such revised Terms are posted.

The information provided through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those who choose to access or use the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if Customer’s interactions would be subjected to such laws, Customer may not use the Services. Customer may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

“Authorized Users” means Customer’s employees, contractors, and agents who are authorized by Customer to access and use the Services on Customer’s behalf under these Terms and the applicable Order Form. Customer is responsible for all acts and omissions of its Authorized Users in connection with the Services. Access to and use of the Services is limited to Authorized Users. Customer is responsible for ensuring that all Authorized Users are permitted to use the Services under applicable law, including with respect to age requirements. To the extent Authorized Users include individuals under the age of majority in their jurisdiction, Customer represents and warrants that it has obtained all necessary consents and authorizations (including from parents, guardians, or applicable educational institutions) to permit such individuals to access and use the Services. Customer is responsible for obtaining and maintaining all necessary rights, consents, and authorizations from Authorized Users in connection with their access to and use of the Services.

Customer Administration; Access Management. Customer may designate certain Authorized Users as administrators (“Administrators”) who may manage Customer’s use of the Services, including adding, removing, or suspending Authorized Users, accessing and managing content within Customer’s account, and accessing usage data and activity logs. Customer is responsible for all actions taken by its Administrators.

Customer Systems and Connectivity. Customer is responsible for obtaining, maintaining, and supporting all internet access, hardware, software, and other systems necessary to access and use the Services.

Account Security; Unauthorized Use. Customer will promptly notify Company of any suspected or unauthorized access to or use of the Services or Customer’s accounts. Customer is responsible for all activities conducted through its accounts and those of its Authorized Users.

Customer is responsible for configuring and using the Services in a manner consistent with these Terms and the applicable Order Form, including managing Authorized User access and permissions.

2. FEES AND PAYMENT.

Fees and billing terms, including subscription periods, pricing, and payment schedules, are set forth in the applicable Order Form. All fees are due and payable in accordance with the terms of the applicable Order Form.

Taxes. All fees are exclusive of applicable national, provincial, state, local, or other governmental sales, goods and services, harmonized, or other taxes, fees, or charges (“Taxes”). Customer is responsible for payment of all Taxes applicable to its subscription.

Late Payments. If Customer fails to pay any undisputed amounts when due, Company may, in addition to any other remedies available under these Terms: (a) charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower), calculated from the due date until paid; (b) require Customer to reimburse Company for all reasonable costs incurred in collecting such overdue amounts, including attorneys’ fees, court costs, and collection agency fees; and (c) if such failure continues for thirty (30) days following written notice thereof, suspend access to the Services until all past due amounts and interest thereon have been paid.

Records and Audit. Customer will maintain complete and accurate records relating to its use of the Services and compliance with the applicable Order Form during the Term and for a period of two (2) years thereafter. Upon reasonable prior notice and no more than once annually (unless an audit reveals a material discrepancy), Company may inspect and audit such records to verify Customer’s compliance with these Terms and the applicable Order Form. If any audit reveals that Customer has underpaid fees or exceeded permitted usage, Customer will promptly pay the amounts necessary to correct such underpayment, together with interest in accordance with this Section. Customer will reimburse Company for the reasonable costs of the audit if the underpayment equals or exceeds five percent (5%) of the amounts due for the period audited.

3. SUSPENSION RIGHTS.

We may suspend Customer’s access to the Services, in whole or in part, immediately upon notice (or without notice where circumstances require) in the event of: (a) Customer’s failure to pay any fees when due; (b) Customer’s or any Authorized User’s material breach of these Terms; (c) a security risk or threat to the Services or any third party; or (d) as required by applicable law or a governmental authority. We will use commercially reasonable efforts to notify Customer of a suspension and the reason therefor, except where providing notice would compromise security or violate applicable law. We will reinstate Customer’s access promptly upon resolution of the applicable condition.

4. INTELLECTUAL PROPERTY RIGHTS.

Unless otherwise indicated, the Services are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Services (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Services “AS IS” for Customer’s informational use in connection with the Services. Except as expressly provided in these Terms or an applicable Order Form, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Subject to Customer’s compliance with these Terms and the applicable Order Form, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for Customer’s internal business purposes and to permit Authorized Users to access and use the Services on Customer’s behalf. We reserve all rights not expressly granted to Customer in and to the Services, the Content, and the Marks.

5. USER REPRESENTATIONS.

By using the Services, Customer represents and warrants that: (1) all registration information Customer submits will be true, accurate, current, and complete; (2) Customer will maintain the accuracy of such information and promptly update such registration information as necessary; (3) Customer has the legal capacity and agrees to comply with these Terms; (4) Customer will not access the Services through automated or non-human means, whether through a bot, script, or otherwise, except as expressly permitted by an Order Form; (5) Customer will not use the Services for any illegal or unauthorized purpose; and (6) Customer’s use of the Services will not violate any applicable law or regulation and will comply with the restrictions set forth in Section 5 (Prohibited Activities).

If Customer provides any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate Customer’s account and refuse any and all current or future use of the Services (or any portion thereof). Customer will comply with all applicable laws and regulations in connection with its performance under these Terms.

6. USER REGISTRATION.

Customer may be required to register for an account in connection with the Services. Customer agrees to keep account credentials confidential and will be responsible for all use of Customer’s account and credentials. We reserve the right to remove, reclaim, or change a username selected for Customer’s account if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

7. PROHIBITED ACTIVITIES.

Customer may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any endeavors that compete with us or that we have not specifically endorsed or approved.

As a user of the Services, Customer agrees not to, and shall ensure that its Authorized Users do not:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload, transmit, or otherwise make available through the Services any content that is unlawful, infringing, defamatory, obscene, or otherwise violates the rights of any third party, including content that constitutes or contains child sexual abuse material or other illegal material involving minors.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to Customer.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software.
• Use a buying agent or purchasing agent to make purchases on the Services.
• Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any purpose not authorized under these Terms or the applicable Order Form.
• Use the Services to advertise or offer to sell goods and services.
• Sell, transfer, or sublicense Customer’s account or access rights to any third party except as expressly permitted under these Terms or an applicable Order Form.
• Upload, submit, or otherwise provide through the Services any information that Customer does not have the legal right to disclose, including confidential, proprietary, or trade secret information belonging to any third party. Customer is solely responsible for ensuring that any content it provides to the Services does not violate any confidentiality obligations.

8. CUSTOMER DATA.

“Customer Data” means all data, content, and information submitted by or on behalf of Customer or its Authorized Users to the Services. As between the parties, Customer retains all right, title, and interest in and to the Customer Data. Customer grants to us a limited, non-exclusive license to use, process, store, and transmit Customer Data solely as necessary to provide the Services and as otherwise expressly permitted under Sections 26 and 27.

Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, suspension or termination of Customer’s access to the Services.

9. SUBMISSIONS.

Customer acknowledges and agrees that any questions, comments, suggestions, ideas, feedback, or other information regarding the Services (“Submissions”) provided by Customer or its Authorized Users to us are non-confidential (except to the extent they contain Customer Data) and shall become our sole property to the extent they are not Customer Data. We shall own exclusive rights, including all intellectual property rights, in Submissions that are not Customer Data and shall be entitled to the unrestricted use and dissemination of such Submissions for any lawful purpose without acknowledgment or compensation to Customer.

10. THIRD-PARTY WEBSITE AND CONTENT.

The Services may contain (or Customer may be sent via the Services) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If Customer decides to leave the Services and access Third-Party Websites or to use or install any Third-Party Content, Customer does so at its own risk, and these Terms no longer govern such access or use. Customer should review the applicable terms and policies, including privacy and data gathering practices, of any website to which it navigates from the Services or relating to any applications it uses or installs through the Services. We take no responsibility in relation to any purchases made through Third-Party Websites, which are exclusively between Customer and the applicable third party. Additionally, Customer shall hold us harmless from any losses sustained or harm caused relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

YouTube API Services Compliance: If Customer uses our YouTube features, the following additional terms apply:

• By using features that incorporate YouTube API Services, Customer acknowledges and agrees to be bound by the YouTube Terms of Service, available at https://www.youtube.com/t/terms. Customer must agree to these terms before accessing any YouTube-related features on our platform.
• Our YouTube features utilize YouTube API Services to enhance the learning experience. When Customer uses these features, Customer is also agreeing to Google’s Privacy Policy, available at http://www.google.com/policies/privacy.

11. SERVICES MANAGEMENT.

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such person to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any Customer Data or any portion thereof in violation of these Terms; (4) in our sole discretion and without limitation, remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services; and (6) remove, restrict access to, or disable any content or account that we determine, in our sole discretion, violates applicable law, these Terms, or poses a risk to the Services, our customers, or third parties. We have no obligation to monitor the Services for activity or content, but we reserve the right to do so in our sole discretion.

12. PRIVACY POLICY.

We care about data privacy and security. Please review our Privacy Policy: https://www.studyfetch.com/legal/privacy. By using the Services, Customer agrees to be bound by our Privacy Policy, which is incorporated into these Terms. Please be advised the Services are hosted in the United States. If Customer accesses the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through Customer’s continued use of the Services, Customer is transferring data to the United States and agrees to have such data transferred to and processed in the United States.

13. DMCA NOTICE AND POLICY.

Notifications.

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by the Notification, a representative list of such works on the Services; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter Notification.

If you believe your own copyrighted material has been removed from the Services as a result of a mistake or misidentification, you may submit a written counter notification to our Designated Copyright Agent using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party’s agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.

Designated Copyright Agent:

14. TERM AND TERMINATION.

These Terms shall remain in full force and effect during the term of any applicable Order Form and for so long as Customer uses the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON OR ENTITY FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE CUSTOMER’S ACCESS TO OR PARTICIPATION IN THE SERVICES OR DELETE CUSTOMER’S ACCOUNT AND ANY CONTENT OR INFORMATION AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. Except in cases of material breach, security risk, or legal requirement, Company will use commercially reasonable efforts to provide Customer with prior notice of any termination.

If we terminate or suspend Customer’s account for any reason, Customer is prohibited from registering and creating a new account under Customer’s name or the name of any third party, even if acting on behalf of the third party. In addition to terminating or suspending Customer’s account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Upon expiration or termination of all Order Forms, Customer will cease use of the Services, and all outstanding fees will become immediately due and payable. Sections that by their nature should survive termination (including those relating to intellectual property, fees, limitation of liability, indemnification, and confidentiality) will survive.

15. MODIFICATIONS AND INTERRUPTIONS.

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to Customer or any third party for any modification, suspension, or discontinuance of the Services, provided that we will use commercially reasonable efforts to notify Customer of any material modifications to the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to Customer. Customer agrees that we have no liability whatsoever for any loss, damage, or inconvenience caused by Customer’s inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

From time to time, the Services may include features, tools, or functionalities that are labeled as beta, experimental, or preview features. Such features may be modified, suspended, or discontinued at any time without notice and may be subject to additional risks, errors, or interruptions. Company will use commercially reasonable efforts to maintain the availability and performance of the Services in a manner consistent with generally accepted industry standards.

16. GOVERNING LAW.

These Terms and Customer’s use of the Services are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles.

17. DISPUTE RESOLUTION.

Informal Negotiations.

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each “Dispute” and collectively, the “Disputes”) brought by either Customer or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration.

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration. THE PARTIES UNDERSTAND THAT WITHOUT THIS PROVISION, EACH PARTY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), available at the AAA website: www.adr.org. Each Party’s arbitration fees and share of arbitrator compensation shall be governed by the AAA Commercial Arbitration Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Los Angeles County, California. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Los Angeles County, California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions.

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of any other persons.

Exceptions to Informal Negotiations and Arbitration.

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

18. CORRECTIONS.

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

19. DISCLAIMERS.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER AGREES THAT ITS USE OF THE SERVICES WILL BE AT CUSTOMER’S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND CUSTOMER’S USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES LINKED THROUGH THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM CUSTOMER’S ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY CUSTOMER DATA OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

THE SERVICES AND ANY CONTENT OR MATERIALS GENERATED THROUGH THE SERVICES, INCLUDING ANY AI-GENERATED OUTPUTS, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE SERVICES ARE NOT INTENDED TO PROVIDE MEDICAL, LEGAL, ACADEMIC, OR OTHER PROFESSIONAL ADVICE. CUSTOMER SHOULD NOT RELY ON ANY OUTPUT GENERATED BY THE SERVICES AS A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR ADVICE FROM A QUALIFIED PROFESSIONAL. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY AND APPROPRIATENESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICES.

CUSTOMER ACKNOWLEDGES THAT THE SERVICES UTILIZE ARTIFICIAL INTELLIGENCE SYSTEMS THAT MAY GENERATE OUTPUTS THAT ARE INACCURATE, INCOMPLETE, OR MISLEADING. AI-GENERATED OUTPUTS MAY NOT REFLECT ACCURATE, CURRENT, OR COMPLETE INFORMATION. CUSTOMER SHOULD INDEPENDENTLY REVIEW AND VERIFY ANY INFORMATION GENERATED BY THE SERVICES BEFORE RELYING ON IT FOR ANY PURPOSE.

20. LIMITATIONS OF LIABILITY.

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM CUSTOMER’S USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO CUSTOMER 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 CUSTOMER TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO CUSTOMER, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO CUSTOMER, AND CUSTOMER MAY HAVE ADDITIONAL RIGHTS.

21. INDEMNIFICATION.

(a) By Company. Company will defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to Company’s gross negligence, willful misconduct, or material breach of these Terms.

(b) By Customer. Customer will defend, indemnify, and hold harmless Company, including its affiliates and their respective officers, directors, employees, and agents, from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Customer Data, (ii) Customer’s or its Authorized Users’ use of the Services in violation of these Terms, or (iii) Customer’s breach of these Terms.

(c) Procedure. The indemnified party will promptly notify the indemnifying party of any claim and reasonably cooperate in the defense thereof. The indemnifying party will control the defense and settlement of such claim, provided that it may not settle any claim in a manner that imposes liability or admission of fault on the indemnified party without its prior written consent.

22. CUSTOMER DATA MANAGEMENT.

We will maintain certain Customer Data transmitted to the Services for the purpose of managing the performance of the Services, as well as data relating to Customer’s use of the Services. Although we perform regular routine backups of data, Customer is solely responsible for maintaining independent backups of all Customer Data. We will implement and maintain reasonable technical and organizational measures to protect Customer Data against unauthorized access, loss, or destruction. Customer agrees that, except as otherwise required by applicable law, we shall have no liability for any loss or corruption of Customer Data arising from Customer’s own acts or omissions, and Customer hereby waives any right of action against us arising from such Customer-caused loss or corruption. Upon expiration or termination of all Order Forms, Company will, upon Customer’s written request made within thirty (30) days following such expiration or termination, provide Customer with a reasonable opportunity to export Customer Data. After such period, Company may delete Customer Data in accordance with its standard data retention practices, unless otherwise required by applicable law. Company may engage third-party service providers (including subprocessors) to provide or support the Services. Company will remain responsible for the performance of such subprocessors in accordance with these Terms.

23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES.

Accessing or using the Services, sending us emails, and completing online forms constitute electronic communications. Customer consents to receive electronic communications, and Customer agrees that all agreements, notices, disclosures, and other communications we provide to Customer electronically, via email or through the Services, satisfy any legal requirement that such communication be in writing. CUSTOMER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. Customer hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

24. MISCELLANEOUS.

Entire Agreement. These Terms, together with any applicable Order Form and our Privacy Policy, constitute the entire agreement and understanding between Customer and us with respect to the subject matter hereof. In the event of a conflict, the Order Form controls.

Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

Assignment. We may assign any or all of our rights and obligations to others at any time. Customer may not assign these Terms or any rights hereunder without our prior written consent.

Force Majeure. Neither party will be liable to the other party, or be deemed to have breached these Terms, for any failure or delay in performing its obligations (other than payment obligations) if and to the extent such failure or delay is caused by circumstances beyond such party’s reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages, epidemics or pandemics, or actions of governmental authorities.

Severability. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

Independent Contractors. There is no joint venture, partnership, employment, or agency relationship created between Customer and us as a result of these Terms or use of the Services.

Publicity. During the Term, Company may identify Customer as a customer of the Services, including by using Customer’s name and logo in Company’s customer lists, marketing materials, and investor presentations. Any other public announcement regarding this relationship will require the prior written consent of the other party (not to be unreasonably withheld).

25. CONFIDENTIALITY.

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with these Terms or an Order Form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction prior to disclosure; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

Each Receiving Party agrees to: (a) use the Disclosing Party’s Confidential Information solely for the purposes contemplated by these Terms or the applicable Order Form; (b) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose the Disclosing Party’s Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section. Each party acknowledges that the other party’s Confidential Information may include Customer Data (in the case of Company) and the terms of any Order Form (in the case of both parties). The obligations in this Section survive termination or expiration of these Terms.

26. OWNERSHIP OF INTELLECTUAL PROPERTY.

Customer Data. Company may use Customer Data solely to provide, operate, maintain, and improve the Services in accordance with these Terms. Company will not use Customer Data to train artificial intelligence models without Customer’s prior written consent.

Limited License for Service Provision. To the extent necessary to provide the Services, Customer grants Company a limited, non-exclusive license to use, reproduce, and process Customer Data solely to provide, operate, maintain, and improve the Services. This license does not include any right to use Customer Data to train artificial intelligence models.

Use of Customer Data. Company may use aggregated and de-identified data derived from Customer Data to enhance the quality, functionality, and performance of the Services, provided such data cannot reasonably be used to identify Customer or any individual.

AI Generations. As between the parties, and to the extent permitted by applicable law, Customer retains all right, title, and interest in and to any outputs, materials, or other content generated for Customer through the Services (“AI Generations”). Company retains all right, title, and interest in and to the Services, including the algorithms, models, and methodologies used to generate such AI Generations.

No Claim on Underlying Technology. Customer acknowledges and agrees that it acquires no ownership or intellectual property rights in the Services, including the algorithms, models, or methodologies used to generate AI Generations.

Data Protection and Privacy. The use of Customer Data in connection with the Services will be in accordance with the Company’s Privacy Policy, which is hereby incorporated by reference.

Similarity of Outputs. Due to the nature of artificial intelligence and machine learning systems, outputs generated by the Services may be similar or identical to content generated for other customers or to content that exists in publicly available sources. Such similarity does not mean that the Services copied or reproduced any particular third-party content.

Non-Unique Outputs. Customer acknowledges that the Services may generate the same or similar outputs for multiple customers and that outputs generated for other customers may be identical or similar to outputs generated for Customer. The Company does not guarantee that any AI-generated output will be unique.

Aggregated and De-Identified Data. We may collect and use aggregated, anonymized, or de-identified information derived from the use of the Services for purposes such as analytics and service improvement, provided such information cannot reasonably be used to identify Customer or any individual.

Retention of Aggregated Data. Company may retain and use aggregated and de-identified data derived from Customer Data for analytics and service improvement purposes, even after Customer Data is deleted from the Services, provided that such data cannot reasonably be used to identify Customer or any individual.

Responsibility for Customer Data. Customer represents and warrants that it has all necessary rights, licenses, and permissions to upload or provide any Customer Data to the Services and to grant the rights described in these Terms. Company is not responsible for verifying the legality of any Customer Data provided by Customer.

Our Services may utilize third-party artificial intelligence and technology providers to support certain automated features and functionality. These providers may process limited information as necessary to enable such functionality. A current list of certain third-party service providers that may process information in connection with the Services is available at: https://trust.studyfetch.com/subprocessors.

27. CUSTOMER CONTENT AND LICENSE.

By uploading any Customer Data to the Services (including but not limited to PDF, DOC, DOCX, PPT, PPTX, TXT, PNG, JPEG, MP3, MP4, YouTube videos, and Google Docs), Customer grants Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Customer Data solely in connection with providing and improving the Services, subject to the limitations set forth in Section 26.

This license includes the right to use Customer Data for:

• Product development and enhancement;
• Any other purposes expressly authorized under these Terms or an applicable Order Form.

Customer acknowledges and agrees that Customer Data may be used to improve the Services in accordance with Section 26 of these Terms.

Customer represents and warrants that it has all necessary rights, power, and authority to grant the rights granted herein to any Customer Data that it submits.

The rights granted in this section are in addition to, and not in limitation of, the rights described in Section 26 (Ownership of Intellectual Property).

28. EXPORT CONTROLS.

The Services may be subject to United States export control and economic sanctions laws. Customer agrees not to access or use the Services in violation of any applicable export control or sanctions laws or regulations, including those administered by the U.S. Department of Commerce, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), or other applicable authorities. Customer represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions and that it is not listed on any U.S. government list of prohibited or restricted parties.

29. CONTACT US.

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: