Terms & Conditions

Date Last Updated: July 7, 2017

IMPORTANT- IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE WEBSITE LOCATED AT WWW.STUDYGATE.COM, PRODUCTS, SERVICES OR APPLICATIONS. YOUR USE OF THE WEBSITE, PRODUCTS, SERVICES OR APPLICATIONS (“SERVICES”) SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. STUDYGATE MAY MAKE CHANGES TO THE CONTENT OFFERED ON THE WEBSITE, PRODUCTS, SERVICES OR APPLICATIONS AT ANY TIME. YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE WEBSITE, PRODUCTS, SERVICES OR APPLICATIONS OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE WEBSITE, PRODUCTS, SERVICES OR APPLICATIONS, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APP. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE WEBSITE, PRODUCTS, SERVICES OR APPLICATIONS.

NOTE: THESE TERMS CONTAINS A BINDING ARBITRATION PROVISION AND TIME LIMIT ON SUBMITTING CLAIMS THAT AFFECT YOUR RIGHTS. PLEASE READ THESE TERMS CAREFULLY. YOU MUST BE AGE 13 OR OLDER TO USE THE APP. IF YOU ARE UNDER AGE 18 YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN’s PERMISSION TO USE THE SERVICES, AS WELL AS HAVE THEM READ AND AGREE TO THESE TERMS.

YOU REPRESENT, ACKNOWLEDGE AND AGREE THAT YOU ARE AT LEAST 18 YEARS OF AGE OR THAT YOU ARE THE PARENT OR LEGAL GUARDIAN OF A USER THAT IS AT LEAST 13 YEARS OF AGE, AND YOU AGREE TO THESE TERMS. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A USER OF THE SERVICES AND YOU HAVE QUESTIONS ABOUT THE APP OR THESE TERMS, PLEASE CONTACT US AT CONTACT@STUDYGATE.COM.

If you have a medical emergency, please contact the appropriate medical personnel (e.g. 911). The Services are not intended for help with medical or emergency situations. Emergency questions and crisis situations should not be uploaded or directed to the Services.

General

These Terms of Use (the “Terms”) are a binding contract between you and StudyGate Inc. (“StudyGate,” “we” and “us”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at contact@StudyGate.com.

In these Terms, “User” means anyone who accesses and/or registers for our Services, including without limitation students, Tutors, or other users. “Tutor” means the individual who provides answers, online courses, instruction, tutoring and learning services through our Services.

Changes

StudyGate can change these Terms, including, without limitation, any payment and pricing terms, at any time. If StudyGate changes any of these Terms, StudyGate will post the updated terms. StudyGate may also send registered users that have submitted their email address a notice of the change to these Terms. Your continued use of the Services after such changes have been posted acknowledges your agreement to the new Terms. Therefore, you should check the Terms on the Services periodically for updates and changes.

Privacy Policy

StudyGate’s collection and use of the Services is governed by the terms of the Studygate Privacy Policy

Account Registration and Security

To use the Services, you will need to sign up for an account and select a password and user name. You also may signup for the Services through a third party social network (such as Google, LinkedIn or Facebook). If you signup as a Tutor, you will be required to verify your account through Facebook and may be required to undergo our then-current verification or vetting process. You can only create one account with us and may not transfer your account to anyone else without our prior written permission. If you access the Services through a third party social network, you will provide your third party account credentials to us, and you are consenting to have the information in those accounts transmitted to us.

Use of the Services

StudyGate only authorizes you to use the Services and Content for your own personal use in compliance with all applicable laws. You may not resell or make any commercial use of the Services or any Content therein (other than your own Submissions, subject to the additional non-exclusive license you receive). Any Content you access through the Services is licensed and we permit you to purchase license to view and use the Content. “Content” means any information or materials displayed on the Services, such as, text, graphics, data, articles, photos, images, illustrations, course materials, class notes, flash cards, Tutor Answers, and so forth. “Submissions” means any Content you post, upload, share, store, or otherwise provide through the Services, such as your questions, question responses and study notes, and whether as a Tutor or User.

Use of Services on iOS devices

If you are using the Services through an application on an iOS devices, you may only use the Services on any iOS devices that you own or control as permitted in the Apple, Inc. (“Apple”) App Store Terms of Service usage rules. You acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Services. StudyGate, and not Apple, will be responsible for any investigation, defense, settlement and discharge of any intellectual property infringement claim based on the Services. You acknowledge and agree that Apple and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.

Student Question and Tutors

Users may submit questions to the Services and select certain parameters for the question. Along with their questions, Users may be able to submit a price range indicating the minimum and maximum price they would pay for an answer to their submitted question. Users may request that only certain Tutors bid on a question or they may allow other Tutors to bid on a question.

Tutors will bid on a question by offering a price to answer a question and a due date (the due date starts once the User accepts a Tutor’s bid). Once a User accepts a Tutor for a particular question, StudyGate will charge the User a full payment amount.

Accepted Tutors and the User that bid with the question will be able to communicate with each other on the Services and through chat functionality within the Services.

The Services may include, at our discretion, access to tools to check if Tutor Submissions are original work. StudyGate does not guarantee the tools, their accuracy or their results and StudyGate nor Users are obligated to use such tools. Tutors are not employees or agents of StudyGate. StudyGate acts as an intermediary to facilitate the transaction between Users and the Tutor. The laws, regulations, other governing authorities, standards, practices and procedures that apply to your particular question may differ depending on your location and information typically discovered through in-person evaluations or visits. For example, Tutors in some categories may be licensed, certified, educated, employed by or have experience in only particular jurisdictions.

Payments

When Users submit a question, the User will be required to pay a full-payment fee for the question (the full-payment is equal to the total fee offered by the Tutor and accepted by the User) plus a transaction fee. The amount of the full-payment will be displayed on the Services. The User must close and confirm a question session at any time as long as it is not more than three (3) days after the question’s due date. If the User does not close the question within that time period, the answer to the question from the Tutor will be deemed closed, confirmed and acceptable on the third day after the question’s due date. Once the question is closed, StudyGate will pay the Tutor the applicable fee.

Additional fees may apply for private questions and for ‘study emergency’ questions or for the use of pre-answered questions and/or documents. Tutors bidding and answering a question marked as Study Emergency will be alerted that you are looking for quick and quality help. Typically these type of questions receive faster responses from Tutors.

Private Questions are questions where we hide the students username, profile picture and question answer from search engines such as google but your question itself will still be viewable and searchable.

If you submit a question and accept a Tutor to answer the question or if you purchase a pre-answered question or document, you are expressly agreeing that StudyGate is permitted to bill you the applicable fees, any applicable tax and any other charges you may incur with StudyGate in connection with your purchase (“Charges”). The Charges will be billed to the credit card or PayPal account you provide in accordance with the billing terms in effect at the time the Charges are due and payable. If payment is not received or cannot be charged to your credit card account for any reason, StudyGate reserves the right to either suspend or terminate your access to the Services and terminate these Terms. All purchases are non-cancellable and all charges are non-refundable except as expressly set forth herein.

By using the Services, you consent to receiving electronic communications from StudyGate. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of your relationship with StudyGate and you receive them as part of your purchase. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

You acknowledge and agree that StudyGate will automatically charge your credit card or PayPal account on record with StudyGate upon your election to purchase a pre-answered question or document or your acceptance of a Tutor to answer a question, as applicable.

User Complaints and Suspensions

A User may file a complaint regarding an answer and/or Tutor starting on the due date for their question. If a complaint is filed, the User will submit their complaint and the Tutor and User will not be permitted to correspond regarding the question through the Services. StudyGate will determine, in its sole discretion, whether to refund the User, warn the Tutor, suspend the Tutor or take no action against the Tutor. If a Tutor is suspended, the Tutor will not be able to place new bids for questions but tutors may be able to finish any existing accepted bids, if determined by StudyGate, and unless and until StudyGate reverses the suspension (as determined in StudyGate’s sole discretion). If a Tutor is banned, the Tutor will not be able to place new bids for questions and any existing accepted bids will be deleted. If StudyGate provides a refund, the refund will be in the form of a credit for the User’s account that the User may apply to future purchases.

StudyGate, in its sole discretion, may place a hold on any or all of the payments you receive if you violate any of these Terms or when StudyGate believes there may be suspicious activity with your account, a high level of risk associated with you, your account, or any or all of your transactions. If StudyGate places a hold on any or all of the payments you receive, you will be provided with notice of our actions and the way in which to resolve the issue. If you are involved in a dispute, in certain circumstances StudyGate may place a temporary hold on the funds in your account to cover the amount of any potential liability. If the dispute is resolved in your favor, StudyGate will lift the temporary hold. If you lose the dispute, StudyGate may remove the funds from your account.

Your Submissions

You acknowledge and agree that you are solely responsible for all Submissions that you make available through the Services. Accordingly, you represent and warrant that: (i) you are the original creator and writer of all Submissions that you make available through the Services or you have all rights, licenses, consents and releases that are necessary to grant to StudyGate the ownership in such Submissions, as contemplated under these Terms; (ii) neither the Submissions nor your posting, uploading, publication, submission or transmittal of the Submissions or StudyGate’s use of the Submissions (or any portion thereof) on, through or by means of the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and (iii) your Submissions and your postings will not defame any person, business, location or property.

Submissions are not private or confidential and may be read, collected, and used by others. To better protect your privacy, do not include information regarding your identity or contact information in Submissions that you post or upload to the Services. You are responsible for your Submissions. You are fully responsible for all Submissions you contribute, in any manner, to the Services, and for the accuracy of the same, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it, and that StudyGate shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use or exploitation of your Submissions in any and all media, whether now known or hereafter created, or have any liability to you or any third party as a result of any use of your Submissions as authorized in these Terms.

After submitting your Submissions to the Services, StudyGate will own your Submissions. Your hereby assign and agree to assign to StudyGate all right, title and interest in and to your Submissions. At the same time, StudyGate grants you a nonexclusive, non-transferable, revocable, limited license to use and distribute your own Submissions, for as long as StudyGate allows and unless and until StudyGate requests you to cease such use and/or distribution. Subject to the foregoing, you continue to have the right to use your Submissions in any way you choose. You waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the use of the Submissions, or of your name, personality, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating and selling your Submissions, or any advertising or publicity relating thereto. You understand and agree that if you delete your account, it may not be possible to completely delete that content from StudyGate’s records, and that StudyGate will retain ownership of your Submissions and your Submissions will remain viewable elsewhere as part of the Services and to the extent that they were downloaded or stored by other Users.

Protection of Content

The Content is protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including StudyGate’s) rights.

StudyGate owns all rights, title and interest in and to all of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights in and to the Services as well as all Content. You will not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in these Terms), creative derivative works based on, or otherwise exploit any of the Services.

Additional Tutor Terms

In addition to the obligations applicable to all Users, you agree to the below terms if you sign up as a Tutor through the Services.

  • You have the required qualifications, credentials and expertise to offer answers, instruction and materials, and that any credentials you post are accurate, truthful, complete, and not misleading;
  • You will not use the Services for any business other than for providing tutoring, teaching and instructional services to registered Users;
  • You will not engage in any activity that will require StudyGate to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings;
  • You will respond to Users seeking your services in a timely fashion, so as to ensure quality of service to Users;
  • If you are under the age of 18, but are qualified to be a Tutor, you will obtain parental or legal guardian permission as and when needed, and before registering with the Services; and
  • If you are in a jurisdiction where any form of instructing requires a license, credential, certification or other form of governmental or third party license, consent, authorization or permission, you shall not use the Services as a Tutor until such license, consent, authorization or permission has been obtained. Verified Tutors
  • We may conduct certain verification processes for Tutors to signup on the Services. Any references in the Services or to a Tutor being “verified” or “vetted” (or similar language) only indicate that the Tutor has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by StudyGate about any Tutor, including of the Tutor’s identity and whether the Tutor is trustworthy, intelligent, accurate, smart or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the suitability of others whom you contact or interact with via the Services.

 

User Conduct

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Services or Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services. StudyGate reserves the right to bar any such activity.

You may not probe, scan or test the vulnerability of the Services or any network connected to the Services, nor breach the security or authentication measures on the Services or any network connected to the Services. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Services, or any other customer of StudyGate, or exploit the Services or any service or information made available or offered by or through the Services, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Services.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to StudyGate on or through the Services. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Services. In connection with your use of the Services and/or in submitting Submissions, you may not and you agree that you will not:

  • register for more than one StudyGate Account or register for a StudyGate Account on behalf of an individual other than yourself;
  • contact a User for any purpose other than asking a question related to a submitted question;
  • recruit or otherwise solicit any other User to join third-party services or websites that are competitive to StudyGate, without StudyGate’s prior written approval or include listings or links to third party websites in your Submissions;
  • impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
  • use automated scripts to collect information from or otherwise interact with the Services;
  • use the Services to find a User or Tutor and then obtain an answer from the Tutor or provide an answer or tutoring services independent of the Services, in order to circumvent the obligation to pay any fees related to StudyGate’s provision of the Services or for any other reasons;
  • submit any false or misleading Submissions or information, or submit any question or bid with a price that you do not intend to honor;
  • violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and tax regulations;
  • use the Services or Content for any commercial or other purposes that are not expressly permitted by these Terms;
  • copy, store or otherwise access any information contained on the Services for purposes not expressly permitted by these Terms;
  • infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
  • interfere with or damage our Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
  • use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
  • use our Services in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to lodging in a private residence;
  • “stalk” or harass any other user of our Services, or collect or store any personally identifiable information about any other user other than for purposes of obtaining answers and providing answers in accordance with these Terms;
  • post, upload, publish, submit or transmit any Content that: (i) copies someone else’s work or infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
  • use any credit card or payment method that you are not authorized to use or conduct any type of payment fraud;
  • systematically retrieve data or other content from our Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
  • use, display, mirror or frame the Services or any individual element within the Services, StudyGate’s name, any StudyGate trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Services, without StudyGate’s express written consent;
  • access, tamper with, or use non-public areas of the Services, StudyGate’s computer systems, or the technical delivery systems of StudyGate’s providers;
  • attempt to probe, scan, or test the vulnerability of any StudyGate system or network or breach any security or authentication measures;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by StudyGate or any of StudyGate’s providers or any other third party (including another user) to protect the Services;
  • forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
  • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; or
  • advocate, encourage, or assist any third party in doing any of the foregoing.

 

StudyGate has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.

StudyGate may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against StudyGate or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of StudyGate , its users, or members of the public . You acknowledge that StudyGate has no obligation to monitor your access to or use of the Services or to review or edit any Submissions, but has the right to do so for the purpose of operating and improving the Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. StudyGate reserves the right, at any time and without prior notice, to remove or disable access to any Content that StudyGate, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Services. StudyGate may suspend or terminate any User account or access to the Services at any time, for violation of these Terms or for no reason.

Pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at the web sites of the Electronic Frontier Foundation (http://www.eff/org/pub/Censorship/Ratings_filters_labelling/) and of America Links Up (http://www.netparents.org/parentstips/browsers.html). We do not endorse any such products or services.

Third Party Links

The Services may contain links to, or otherwise may allow you to connect to and use certain third party products, services or software under separate terms and conditions (collectively, “Other Services”) in conjunction with the Services. If you decide to access and use such Other Services, be advised that Your use is governed solely by the terms and conditions of such Other Services, and StudyGate does not endorse, is not responsible for, and make no representations as to such Other Services, their content or the manner in which they handle your data. StudyGate is not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any such Other Services, or your reliance on the privacy practices or other policies of such Other Services.

Copyright and Trademark Infringements

If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our website or services.

User Disputes

If there is a dispute between Users on the Services, or between Users and any third party, you agree that StudyGate is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you release StudyGate, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

Warranty Disclaimer

StudyGate does not make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Any Content or Services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from StudyGate or others. THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL STUDYGATE BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO STUDYGATE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity

You agree to indemnify and hold StudyGate, its affiliates, officers, agents, employees, and partners harmless for and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account and including arising out of your Submissions), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), if you have an account, we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Dispute Resolution and Binding Arbitration Provision

These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Definitions. As used in this Dispute Resolution and Binding Arbitration Provision (“Arbitration Provision”), the terms “StudyGate,” “we,” “us,” and “our” refer to StudyGate Inc., including its subsidiaries and agents; The word “Claims” means all claims, disputes, or controversies between User and us of any nature or kind, whether pre-existing, present, or future, that arise from or relate to the Platform Service(s). This includes but is not limited to disagreements about the validity, enforceability, or scope of this Arbitration Provision. Informal Efforts to Resolve Dispute. If a dispute arises between User and StudyGate, User should first attempt to resolve it by contacting our Customer Service Center at 917-523-0007 or by sending the details of User’s complaint, including User’s contact information for a response, to the address or email address listed below. We will attempt in good faith to resolve all Claims submitted this way within fifteen (15) days of receipt. Agreement to Arbitrate; Right to Opt Out. If informal efforts to resolve Claims fail or are not used, User agrees that any and all Claims will be resolved exclusively by binding arbitration as described herein, except that: (i) User may assert Claims in a small claims court in the United States if User’s Claims meet the court’s jurisdictional requirements; and (ii) either party may pursue Claims and relief in a court of competent jurisdiction regarding the validity and/or infringement of a party’s intellectual property rights. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS VERY LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD TO USER ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND FORMS OF RELIEF AS A COURT COULD (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF AS WELL AS STATUTORY DAMAGES), AND MUST FOLLOW THE LAW AND TERMS OF THIS AGREEMENT AS A COURT WOULD. ANY ARBITRATION UNDER THESE TERMS OF USE WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS AND PRIVATE ATTORNEY GENERAL ACTIONS ARE NOT PERMITTED. IF USER DOES NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, USER MUST NOTIFY STUDYGATE IN WRITING WITHIN 30 DAYS FROM THE DATE THAT USER FIRST ACCEPTS OR HAS ACCESS TO THESE TERMS OF USE BY MAILING OR EMAILING AN OPT-OUT REQUEST TO OUR CUSTOMER SERVICE CENTER LISTED BELOW. USER’S WRITTEN NOTIFICATION MUST INCLUDE USER’S NAME, ADDRESS, THE EMAIL ADDRESS USER USED TO REGISTER WITH STUDYGATE, AND A CLEAR STATEMENT THAT USER DOES NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION. USER’S DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON USER’S RELATIONSHIP WITH US OR THE DELIVERY OF PLATFORM SERVICE(S) TO USER BY US. IF USER HAS PREVIOUSLY NOTIFIED US OF USER’S DECISION TO OPT OUT OF ARBITRATION, USER DOES NOT NEED TO DO SO AGAIN. Arbitration Fees. The allocation and payment of all filing, administration and arbitrator fees will be governed by the American Arbitration Association (“AAA”) rules which limit the amount a consumer is required to pay. If the arbitrator determines that User’s Claims are not frivolous applying the standards of the Federal Rules of Civil Procedure, we agree to reimburse User the amount of all filing, administration and arbitrator fees User is required to pay for the arbitration. Arbitration Rules. The arbitration will be conducted by the “AAA” under its rules if User is a resident of the United States; if User’s use of the Platform Service(s) has been principally for personal or household use, the AAA’s Supplementary Procedures for Consumer-Related Disputes will also apply. If User is a resident of a country other than the United States, the arbitration will be conducted by the AAA’s International Centre for Dispute Resolution with venue in San Francisco, California, USA, under its rules for international arbitration. The Parties agree to submit to the personal jurisdiction of the U.S. federal court for the Northern District of California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event of a conflict or inconsistency between the applicable arbitration rules and this Arbitration Provision, this Arbitration Provision shall govern and control. The arbitration will be conducted in the English language by a single arbitrator who is an attorney-at-law with experience in consumer and technology transactions and who is also a member of the AAA National Roster of Arbitrators. If the parties can’t agree on a mutually acceptable arbitrator within fifteen (15) days after the arbitration is initiated, then the AAA will pick a neutral arbitrator who meets the qualifications. The AAA’s rules are available at www.adr.org, or by calling 1-800-778-7879 from inside the United States or +1-212-484-4181 from outside the United States. Initiating Arbitration. To begin an arbitration proceeding, User must follow the procedures specified by the applicable AAA rules as described on their website at www.adr.org . Time Restriction. USER MUST FILE A COMPLAINT WITH AAA OR A PERMITTED COURT WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A CLAIM, OR USER WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS OR DISPUTE. Arbitration Process. Because appearing in person for arbitration can be unduly burdensome in the circumstances, arbitration under this Arbitration Provision shall not require any personal appearance by the parties or witnesses unless mutually agreed. Either or both parties may participate by written submissions, telephone calls, or other means of remote communication as allowed by the arbitrator. The arbitration proceedings will be conducted in the English language at a location designated by the AAA that is the most convenient for User. The arbitration can only decide Claim(s) between User and us, and may not consolidate or join the claims of other persons that may have similar claims. There shall be no pre-arbitration discovery except as provided for in the applicable AAA rules. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. In conducting the arbitration proceeding, the arbitrator will apply the law of the State of California (without regard to its conflicts of law provisions) including U.S. federal law for matters covered by federal law (e.g. the Federal Arbitration Act). At the request of any party, the arbitrator shall provide a brief written explanation of the basis for the decision and award. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding on the parties except for any right to appeal under the AAA rules or the Federal Arbitration Act. Enhanced Recovery. If the arbitrator rules in User’s favor on the merits of any Claim brought against us and issues a damages award in User’s favor that is greater in monetary value than our last written settlement offer made before written submissions are made to the arbitrator, then when the judgment is final we will pay User the damage award judgment plus fifty percent (150%) up to US$1,000 over and above the damages award, plus User’s reasonable attorneys’ fees for the arbitration proceeding. Confidentiality. User and we shall keep confidential any information exchanged during the arbitration as well as the decision of the arbitrator made with respect to any Claim(s) arbitrated under this Arbitration Provision and, with the exception of disclosure to User’s or our attorneys, accountants, auditors, and other legal or financial advisors, neither party shall disclose such information or decision to any other person unless required to do so by law. Continuing Obligation to Arbitrate; Severability. This Arbitration Provision shall survive termination of User’s access to or use of any Platform Service(s) and related agreements. If any portion of this Arbitration Provision is deemed invalid or unenforceable at law, such invalid or unenforceable provision will be interpreted, construed or reformed to the extent required to make it valid and enforceable, and this shall not invalidate the remaining portions of this Arbitration Provision.

StudyGate Customer Service Center Address:

StudyGate Inc.

ATTN: LEGAL/ARBITRATION
legal@StudyGate.com
680 E Colorado Blvd, Suite 180, Pasadena, CA, 91101

Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that StudyGate may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and StudyGate agree that these Terms are the complete and exclusive statement of the mutual understanding between you and StudyGate, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind StudyGate in any respect whatsoever. You and StudyGate agree there are no third party beneficiaries intended under these Terms. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without StudyGate’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.