Terms of Service
Site Terms of Service
This Site Terms of Service Agreement (“Terms”) governs your use of the SCHOLARLY® marketplace platform offered The Scholarly Company, doing business as Scholarly (“we”, “us”, “the Company” or “Scholarly”), including our website (startscholarly.com) and services we provide through them (collectively, the website and services referred to as our “Site”). “You” refers to you as a user of the Site.
These Terms apply to users of, including visitors to, our Site. Use of our Site is also subject to our current Acceptable Use Policy and Community Guidelines. Your use of our Site as a Scholar (defined below) is governed by the Scholar Terms of Service. (“Scholar Terms”).
We may, at our sole discretion, modify these Terms of Service from time to time. Changes will become effective immediately upon posting the updated Terms of Service on the Website, and they will apply to your continued use of the Website.
It is recommended that you periodically review these Terms of Service to stay informed about any changes, as they will be binding on you. By using this Website after updates to the Terms of Service, you indicate your acceptance and agreement to the latest version.
PLEASE READ THESE TERMS CAREFULLY. By using our Site or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site. You also indicate acceptance of all actions we take in regards to your information consistent with our Privacy Policy.
NOTICE OF WAIVER OF CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND JURY TRIAL: Section 17 of these Terms contains provisions governing how claims that you and Scholarly have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an agreement that will, with limited exceptions, require disputes between you and Scholarly to be resolved solely on an individual basis and without a jury. Unless you opt out of the agreement as described in Section 17: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to have a jury trial on your claims.
1. Scholarly Marketplace
By creating an account on our Site, you agree to provide true, accurate, current, and complete information. You agree not to create a Site account using a false identity or providing false information or if you have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You are responsible for making sure that all individuals who access the Website through your internet connection are aware of our Terms of Service and comply with them. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.
We hold the right to unlink or alter this Website, and any its materials, at our sole discretion. We will not be liable if parts of the Website are unavailable at any time. On occasion, parts of the Website, including the entire Website, may be restricted to users, registered or otherwise.
We hold the right, for both security & administrative reasons, to access individual accounts. Any materials or information obtained in such a way will not be disclosed to third parties unless required by law.
We also reserve the right to disable any account at any time and for any reason, including if, in our opinion, you have violated our Terms of Service.
In case you choose to delete your Scholarly account, you must notify us via email at xander@startscholarly.com. Failure to do so may result in the voidance of earnings or benefits associated with your account, at our discretion. SCHOLARLY also reserves the right to highlight profiles we find impressive. We may share selected snippets from such profiles with our email newsletter subscribers and social media followers on platforms such as TikTok, Instagram, YouTube, and more. By using our service, you consent to the possibility of your profile being showcased in this manner, subject to our discretion.
By using or claiming a Scholarly account, you certify that you own the Content posted by you or for you and that any information uploaded to your profile is your own original work. Failing to comply with this site policy will result in your being banned from the site.
Scholarly Sessions
A Scholar may offer you the opportunity to send a paid direct message to that Scholar as permitted through the Scholarly Sessions feature (if the feature is available), as indicated on the Scholar’s profile page. In addition, if you have interacted with that Scholar, that Scholar may send you messages through Scholarly Sessions. Scholars may send their Scholarly Sessions messages only to you or also to other recipients. If a message is sent to other recipients as well as you, you will not see the identity of other recipients of the message, and they will not see yours; such a message may be identical in appearance to a message sent only to you.
If a Scholar permits you to send them messages through the Scholarly Sessions feature, you may send:
a User-created message (for example, a question of up to a specified number of characters, a thank you note, etc.) (each such message, and any response sent through the Scholarly Sessions feature, a “Message”).
After you send a Message, the Scholar may, but has no obligation to, respond.
If the Message does not receive a response within the timeframe you specify before sending, you will receive a refund of the credits expensed.
To send another Message, you must pay the applicable price.
You may not return or exchange a purchased Message once the Scholar has responded to said Message and no refunds will be issued.
Scholarly is not responsible for any disciplinary action taken if a Scholar’s application is plagiarized or suspected of plagiarism, this is strictly prohibited. Nor is Scholarly responsible for the rejection from any University.
You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses, and including for example to Scholars), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or modifications) of the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (i) any request (video, text, audio, or otherwise) that you make or send to any Scholar, including information concerning any Recipient; and (ii) any submission that you make to Scholarly, whether through our Site, a social media platform, third-party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, customer service request, Feedback (defined below), review, photo, video, email, text, audio, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”). You represent and warrant that you either: (x) own all rights to any Submission; or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. Scholarly will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party.
If a Scholar permits you to send them messages through the Scholar Sessions feature, the price for each Message is displayed on the Scholar’s profile page and on or near the send button when you send the Message. You agree to pay all amounts due in accordance with the payment terms in effect at that time.
2. Email Communication
By registering an account, you agree to receive updates about your account and related materials electronically. Prior to accepting these Terms of Service and creating an SCHOLARLY account, you must be able to obtain and retain electronic communications. Digital communication will be the primary method of notifying you about account updates, privacy changes, and purchases (should you be a paid user). The email you use for registration must be active and valid; otherwise, you cannot receive the aforementioned notifications about your account. Failure to do so as well as any consequences that arise as a result of not maintaining a valid or active email address with your SCHOLARLY account will be your sole responsibility. We reserve the right to provide information about your account or our service by non-electronic means.
By using our service and sharing your application materials, you acknowledge and agree that SCHOLARLY may use the data you provide for various purposes, including anonymized analysis and internal research and development activities. Additionally, upon account deletion, SCHOLARLY may retain a copy of your application materials for the express purpose of continuous service improvement.
Please note that, although we prioritize the protection of your information, we cannot guarantee the security of data during transmission or storage. Any sharing of information with third parties will be governed by their respective privacy policies, which may differ from ours.
Your continued use of this service constitutes your acceptance of this potential third-party sharing of information. If you do not agree with these terms, you must discontinue your use of the service immediately.
3. Acknowledgement
You acknowledge and agree that:
Each Message you create is a Submission under the Site Terms;
each Message (whether created by you or the Scholar) is subject to the Acceptable Use Policy / Community Guidelines;
each Message from a Scholar is owned by the Scholar who created it, and subject to your payment in full, you have the right to use it solely for your own personal, non-commercial, and non-promotional use subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that Message, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised; and
Scholarly will not be liable or responsible for any Submission (including any Message you send) or any Scholar Content (including any Message from the Scholar).
After you send a Message, the Scholar may, but has no obligation to, respond. If the Message does not receive a response within the timeframe you specify before sending (found near the send button and defaulting to 2 days), you will receive a refund of the credits expensed. If you receive a response to your message, no returns or exchanges are allowed for a purchase through Scholarly Sessions and no refunds will be issued.
Scholarly will not be liable or responsible for any SCHOLARLY Session, Messages within said Session, or other offering requested by you or any Submission (defined below) you make;
you have no expectation of privacy with respect to any SCHOLARLY Session or Message requested by you or any Submission (defined below) you make, and that you will not make any request or Submission that infringes on the privacy or other rights of a third-party; you further agree (except to the extent expressly permitted under Section 3.b.ii) not to edit, change, modify, or create any derivative work of a SCHOLARLY Session or assist or encourage any third-party to do so;
if you breach any provisions of these Terms, we terminate your access to our Site, or we remove or ban you (or any Site account you created or control), your license to use any SCHOLARLY Session, or other offering under these Terms, terminates and you must: promptly remove all copies of any SCHOLARLY Session, Message, or other offering, in your possession or control, including from any social media platform; notify any Recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each Recipient; and
without limiting any of our rights, any request you submit through our Site may be rejected by us or by a Scholar; if that happens more than once, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in Scholar’s sole discretion, including terminating your license to use any SCHOLARLY Session or other offering under these Terms and requiring you to take the actions outlined in Section 4.d; and no refund or credit will be issued for any SCHOLARLY Session or other purchase that we determine, in our sole discretion, has been improperly booked or used or otherwise violates these Terms.
Upon uploading any content to the site, such as content added to your profile or shared in one-on-one messages with other users or individuals, the content is non-confidential and non-proprietary. In doing so, you transfer all intellectual property rights associated with the content to The Scholarly Company. We may, from time to time, license this content to our affiliates and service providers. You also grant our respective licensees, successors, and assign the right to use, reproduce, modify, perform, display, distribute, and disclose such material to third parties for any purpose.
4. Additional Terms; Sales and Discounts
Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that some or all of these Terms don’t apply.
From time to time, Scholarly may offer sales or discounts. The additional terms of such offers can be found on our Sale/Discount Terms page.
5. Eligibility
Age: You must be at least 13 years old (or, outside of the United States, the applicable legal age to enter into a contract) to use our Site.
Eligibility Representations and Warranties: You represent and warrant that:
you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
you will comply with all applicable terms of any third-party payment provider we select, and you are not on a prohibited list of that payment provider;
you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and
you are not a convicted sex offender.
Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by U.S. law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (y) you are not listed on any U.S. government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by Scholarly are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Scholarly products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.
You will not use the Site or any Scholarly product or service to promote or solicit contributions on behalf of your candidacy for public office, the candidacy of another person seeking public office, any political party or political committee, or any other person or organization promoting or soliciting contributions on behalf of any candidate for public office or political party.
6. Fees, Payment, and Purchases
We may use third party payment processors (electronics) s and/or financial institutions (“ESPs”) to process financial transactions. You irrevocably authorize us, as necessary, to instruct such ESPs to handle such transactions and you irrevocably agree that Scholarly may give such instructions on your behalf in accordance with your requests as submitted on the Website. You agree to be bound by the terms and conditions of use of each applicable ESP, and in the event or conflict between these Terms and the ESP’s terms and conditions then these Terms shall prevail.
Fees: The fee for a SCHOLARLY Session message or other offering is specified on the Scholar’s profile page on our Site and when you make your request near the send button. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request or purchase merchandise, including any applicable service, transaction, or processing fees.
Currency: Transactions are settled in U.S. dollars (“USD”). You will be responsible for payment of any fees or expenses imposed by your payment card provider or the payment processor to settle the transaction in USD. From time to time, Scholarly may settle transactions in a currency other than USD to reduce or eliminate the fees and expenses associated with currency conversion.
Payment: You may request a SCHOLARLY Session message by using SCHOLARLY Credits. Credits are maintained in your Scholarly account on the Site. Credits are purchased by using a valid payment card through the applicable third-party payment provider (for our website, the payment provider we select). You must provide the third-party payment provider with valid payment information (Visa, MasterCard, or other issuer accepted by the payment provider). You acknowledge and agree that Scholarly does not operate, own, or control the payment provider. Your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these Terms. You agree to immediately notify the payment provider of any change in your billing address (or other information) for your payment card. You may not return or exchange SCHOLARLY Messages or Credits and no refunds will be issued. You agree to pay all amounts due in accordance with the payment terms in effect at that time.
Credits are maintained in your Scholarly account. When you make a purchase on the Site, if your account has a credit balance that equals or exceeds the purchase price, the balance will be redeemed for that purchase. When you make a purchase on our website, if your account has a credit balance, you may choose to redeem the balance for the purchase price up to the full balance amount. You cannot make purchases with insufficient credits. Credit balances are not refundable, cannot be transferred, cannot be used outside of Scholarly, and expire or extinguish immediately when redeemed.
In addition, any messages you send that do not directly pose a question or seek an answer (for example, but not limited to, thanking the Scholar for their help), will still cost the amount specified by the Scholar and displayed on the Scholar’s profile page and on or near the send button when you send the message should the Scholar choose to respond. Because the message was sent without a desired response or answer, this Message is considered “tip” for the Scholar that they may, but are not obligated to, redeem by replying. You acknowledge that Scholarly does not mandate any such tip or gratuity, or thanking the Scholar with a Message. You agree to pay any amount you authorize as a tip; a tip is not refundable.
Scholarly reserves the right (but is under no obligation) to cancel your request for any SCHOLARLY Video or other offering if: (i) your payment method is declined; or (ii) you have previously been banned or removed from our Site for any reason. Scholarly also reserves the right at any time to change its fees and payment procedures, including its payment options and terms, either immediately upon posting on our Site or by other notice to you.
Portion of Payment to Talent: Any payment for a SCHOLARLY Message or any other offering, feature, or service on our Site, such as a tip will be divided between Scholarly and Talent as provided for in Section 4 of the Talent Terms of Service.
Payment Questions: If you have a question about a purchase made on the App or a charge to your payment card, please contact us at xander@startscholarly.com. We have the sole discretion to determine how billing disputes between us will be resolved.
Taxes: If your purchase obligates Scholarly to collect a sales tax, use tax, or any other equivalent tax (“Sales Tax”) from you, Scholarly will collect Sales Tax in addition to the fee for your purchase. If you have not remitted applicable Sales Tax to Scholarly, you will be responsible for the payment of the Sales Tax (and any related penalties or interest) to the appropriate tax authority and you will indemnify Scholarly for any liability or expense Scholarly may incur in connection with the payment of Sales Taxes on your purchases. At Scholarly’s request, you will provide reasonable assistance and documentation relating to the payment of Sale Taxes on your purchases from Scholarly (for example, official receipts issued by the appropriate tax authority confirming that you have paid all applicable taxes).
While we currently only offer services with one-off purchases, in the future, should we choose to add Monthly or Annual subscription options, we reserve the right to automatically renew those paid subscriptions to provide continuous service to our users. Such renewals are generally for the same duration as the original subscription term (for example, a 1-month subscription will renew on a monthly basis and a 1-year subscription will renew on an annual basis). By making a subscription purchase on the Website, you acknowledge that your account will be subject to the above-described automatic renewals. In all cases, if you do not wish your account to renew automatically or if you wish to terminate automatic renewal at any time, please follow the directions set out under the “Cancellations & Refunds” section below. It is your responsibility to maintain up-to-date payment methods in order to keep access to the Website and its services.
Any attempt to defraud the Website through any method of payment will result in immediate termination of your account and civil and/or criminal prosecution. We also reserve the right to block your account at our discretion, and to inform any relevant authorities and entities of fraudulent or unlawful activities.
We maintain detailed records of all transactions and communications related to your purchase. This includes receipts, data logs that show when you accessed the Site, and more. You agree that our records shall serve as conclusive evidence of the transaction's terms and your agreement to these terms.
7. Quality
We have a moderator team to review all material on the website, and we strive to do our best to ensure that all third-party content is accurate and authentic. We also regularly conduct quality checks, looking through profiles for inconsistencies and half-truths. If something in a profile seems questionable (an essay looks familiar or a test score is suspiciously low), we ask our Scholars for further documentation to verify their profile. While rare in occurrence, our team may occasionally be unable to promptly review all material that has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
8. Acceptable Use
You may use the Website only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Website:
In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To send, knowingly receive, upload, download, use or re-use any material that does not comply with the Terms of Service or our Community Guidelines.
To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation.
To impersonate or attempt to impersonate Scholarly, a Scholarly employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Scholarly or users of the Website or expose them to liability.
Additionally, you agree not to:
Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website. This includes the prohibited use of any automated scripts to unlock profiles, scrape the Website, or to access any content behind our paywall that is intended only for paying users.
Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with proper functionality of the Website.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with Website functionality.
9. Copyright Infringement
If you believe that any content, phrases, entries, or materials (collectively, “User Contributions”) violate your copyright, please send us a notice of copyright infringement via email. You can contact us at xander@startscholarly.com. It is the policy of Scholarly to terminate those user accounts.
10. Reliance on Information Posted
The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
This Site includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Scholarly, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Scholarly. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
11. Privacy and Information
All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
12. Other Terms and Conditions
All purchases through our site or other transactions through the Website or as a result of visits made by you are governed by these Terms of Service.
Additional terms and conditions may also apply to specific portions, services or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service.
13. Changes to Our Site
You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.
14. Sharing of Content and Media
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.
This Website may provide certain social media features that enable you to:
Link from your own or certain third-party websites to certain content on this Website.
Send e-mails or other communications with certain content, or links to certain content, on this Website.
Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
Establish a link from any website that is not owned by you.
Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Service.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Community Guidelines set out in these Terms of Service.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice at our discretion.
15. Geographic Restrictions
The owner of the Website is based in the state of Florida in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
16. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will the Company be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not Scholarly has been advised of the possibility of such damages.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assignors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Service or your use of any information obtained from the Website.
Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule (whether of the State of Minnesota or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Minnesota, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE Terms of Service OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver of by the Company of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
17. Waiver of Certain Rights
No Jury Trial: You and Scholarly each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Scholarly relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”).
No Class Representative or Private Attorney General: You and Scholarly each agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general, or (ii) participate as a member of a class of claimants. You agree that neither you nor Scholarly may litigate (or seek to litigate) any Claim on a class or representative basis, and that you and Scholarly may seek relief only for and through individual Claims. You and Scholarly may not consolidate or join, or seek to consolidate or join, any controversy, claim, counterclaim, or other dispute of other persons or parties who may be similarly situated.
Severability/No Waiver/Survival: If any provision of this Section 18 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 17 will continue in full force and effect. No waiver of any provision of this Section 18 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 18 will survive the termination of your relationship with Scholarly.
30-Day Opt-Out Right: You have the right to opt out of the provisions of this Section 18 by sending, within 30 days after first becoming subject to its terms, electronic notice of your decision to opt out to the following address: xander@startscholarly.com. Your notice must include your name and address, any usernames, each email address you have used to submit your Message requests or set up an account on our Site (if applicable), and an unequivocal statement that you want to opt out of this Section. You agree that if you opt out of this Section, all other parts of these Terms will continue to apply to you. Opting out of this Section has no effect on any other agreements that you may currently have, or may enter in the future, with us.
LIMITATIONS: This Section 18 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, and the right to certain remedies and forms of relief.
Entire Agreement
The Terms of Service, Community Guidelines, and Privacy Policy constitute the sole and entire agreement between you and The Scholarly Company with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site.
Scholar Terms of Service
Site Vendor Terms of Service
This Talent Terms of Service Agreement (“Terms”) governs your use of the SCHOLARLY® marketplace platform offered The Scholarly Company, doing business as Scholarly (“we”, “us”, “the Company” or “Scholarly”), including our website (startscholarly.com) and services we provide through them (collectively, the website and services referred to as our “Site”) as a vendor (“Scholar”). “You” or “Scholars”) refers to you as a user of the Site.
These Terms apply solely to Scholars of our Site. Use of our Site is also subject to our current Acceptable Use (Terms of Service Section 9) / Community Guidelines. Any use by you of our Site other than as a Scholar is governed by the Site Terms of Service. (“Site Terms”).
PLEASE READ THESE TERMS CAREFULLY. By using our Site as a Scholar or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site as a Scholar.
NOTICE OF WAIVER OF CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND JURY TRIAL: Section 19 of these Terms contains provisions governing how claims that you and Scholarly have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an agreement that will, with limited exceptions, require disputes between you and Scholarly to be resolved solely on an individual basis and without a jury. Unless you opt out of the agreement as described in Section 19: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to have a jury trial on your claims.
1. Participation in the Scholarly Marketplace
Registration: In order to participate on our Site, you must register. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Site account and your use of our Site. You agree not to create a Site account using a false identity or providing false information, on behalf of another person (except as outlined below for a parent or legal guardian and Organizations), or if you (and your parent or legal guardian, or an Organization, if applicable) have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.
Scholar age 13 or older: Scholars who are at least 13 years old may register directly. By registering, you represent and warrant that: (A) you are at least 13 years old (and, if between 13 and 18 years old, are registering with the supervision and with the consent of your parent or legal guardian, who also agrees to these Terms); (B) you are of legal age to form a binding contract; (C) you are (and if you are between 13 and 18 years old, your parent or legal guardian is) not barred from using our Site under the laws of the United States, your place of residence (and if you are between 13 and 18 years old, the place of residence of your parent or legal guardian), or any other applicable jurisdiction; and (D) you are (and if you are between 13 and 18 years old, your parent or legal guardian is) responsible for complying with all applicable laws and regulations relating to Scholar’s participation on our Site and will fully indemnify the Company for any failure to do so.
Parent or Legal Guardian of Scholar, under age 13: Scholars who are under 13 years old are prohibited from registering.
Organizations: A University, admissions team, or other individual or organization (each, an “Organization”) may register a Scholar (“Affiliated Talent”). By registering, the Organization represents and warrants for itself and each Affiliated Talent that: (A) Organization is the authorized representative of the Affiliated Talent (and, if the Affiliated Talent is below the age of 18, is registering with any consent required of the Affiliated Talent’s parent or legal guardian as set forth in Sections 1.a(i) and 1.a(ii)) and agrees to these Terms; (B) neither the Organization nor the Affiliated Talent is barred from using our Site under the laws of the United States, the place of residence of the Organization or any Affiliated Talent, or any other applicable jurisdiction; and (C) Organization is responsible for complying with all applicable laws and regulations relating to Affiliated Talent’s participation on our Site under these Terms and will fully indemnify the Scholarly for any failure to do so. To register Affiliated Talent as an Organization, please contact xander@startscholarly.com.
Promotional Materials: At no cost to Scholarly, you will provide to us the following promotional materials (“Promotional Materials”) within 72 hours of beginning the Scholar on-boarding process on our Site: (i) if you would like us to promote your participation on our Site, three high resolution images of yourself; (ii) your Site profile bio; and (iii) a high resolution image of yourself as a profile picture. Please note that you will not be able to receive requests from Users until we receive your profile picture. From time to time we may request additional Promotional Materials from you for Scholarly’s use to promote you on or in connection with our Site or on any social media platform or third-party website. Any other materials or photos of or concerning you that you approve for Scholarly’s use will also be Promotional Materials under these Terms.
By using or claiming a Scholarly “Scholar” account, you certify that you own the Content posted by you or for you and that any information uploaded to your profile is your own original work. Failing to comply with this site policy will result in your being banned from the site.
2. Scholarly Sessions
From time to time, a user of our Site (“Student”) may request one or more messages (“Message”) to be replied to by you (each reply, a “SCHOLARLY Answer”) through our Site.
While we hope you will fulfill a request within 48 hours of receiving it, you may have up to seven days or longer (at a Student’s sole discretion) to respond to their Message. If you do not either: (i) accept the request and reply to their Message; or (ii) decline the request; the request will expire and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the Student and with no payment due from us). You may decline a request or otherwise refuse, in your discretion, to respond with an Answer if a Student’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to answer their question or reply to their Message.
Scholarly retains the right, in its sole discretion, to cancel any request from a Student. No payment will be made to you for any declined, cancelled, or unfulfilled SCHOLARLY Answer request.
Each Answer should be an insightful, thorough paragraph and will reflect a genuine attempt to answer the question of the Student. You will have sole discretion over the script and content of any Answer, except that you agree: (i) you will not state in the Answer that your answer cannot be completed unless another Message is sent. Your response to the Student’s request is your responsibility and at your discretion, subject to these Terms; however, Students are usually happiest when visible effort to answer the question meaningfully is displayed by the Scholar. If you complete an Answer but do not answer the question set forth by the Student or apply minimal effort, this may be reflected in your review rating and payment.
3. Fees & Payment
Booking Fee: You set, or in certain cases may allow Scholarly to set, your earnings (in credits, where one credit is US$1.00) for each reply to a message sent to you within a Scholarly Session (any response by you sent through the Scholarly Sessions feature, an “Answer”) and any other offering you choose to provide through the Scholarly marketplace (each, a “Booking Fee”), provided that: (i) prices on the App for iOS must be an available Apple SKU; and (ii) where there is no identical Apple SKU, each price will be the Apple SKU that is closest to the price set. In addition, the Booking Fee for each Scholarly Answer must be at least US$1.00 in equivalent credits (unless it is either US$0.00 or as otherwise agreed in writing by Scholarly). The Booking Fee excludes any service, transaction, or processing fees paid to Scholarly as well as the price of any offerings provided by Scholarly (e.g., digital and physical cards, watermark removal). Users will see a price per Message inclusive of your Booking Fee and applicable additional fees. You may not manipulate or alter your Booking Fee to create the false appearance that your offerings are discounted or on sale, or in any other manner that would be deceptive or misleading to consumers, as determined by Scholarly in its sole discretion.
Fees: Other than with respect to an expired request that you choose to fulfill (as set forth in Section 2(a)) and subject to these Terms, absent a separate agreement with you we will pay you 100% (subject to change at the Company’s sole discretion) of the Booking Fee actually received by Scholarly for each Scholarly Answer or other Scholarly product offering that you created and delivered to fulfill to a Student’s request that you accepted through our Site, except that in the case of a Booking Fee paid through the App, we will pay you 70% of the amount actually received by Scholarly after subtracting any payment to or deduction by the application platform (e.g., Apple deducts a 30% commission from the Booking Fee) from the Booking Fee (“Net App Booking Fee”). In addition, if the offering permits a Student to designate an additional amount that is explicitly referred to as a "tip", we will pay you 100% of any amount paid by a Student via our Site as such a "tip" (after subtracting any Scholarly service fees and any payment to or deduction by the application platform). Any Sales Tax Scholarly collects will be remitted to the applicable tax authority and will not be included in the Booking Fee or tip.
Fees and Payment Representations and Warranties: You represent and warrant that: Scholarly Answers are not, and are not intended to be, covered by any union or guild collective bargaining agreement, management, agency, or similar agreement, and there will be no residual or any other type of payment or contribution due from Scholarly to you, to any third-party related to you or on your behalf, to any union, guild, pension plan, health plan, management, agent, or other similar person or entity pursuant to any collective bargaining agreement, in connection with any Scholarly Answer, payment from us to you, or our Site; (ii) Scholarly is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Site; and (iii) Scholarly is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or taxes (other than Sales Tax Scholarly collects in relation to a purchase).
Payment: You agree to register with the third-party payment provider selected by Scholarly, which Scholarly may change in its sole discretion. You may not use a payment provider other than the one selected by Scholarly. You will provide the payment provider any information required in order to receive payments via the payment provider, e.g., information about the bank account that you own at a regulated financial institution. Any payments due to you from Scholarly will be made via the payment provider. If available, you may transfer funds from your Scholarly account to your bank account by submitting a payment request. Your request will be processed by the payment provider. If not available, Scholarly will submit the payment request, for processing by the payment provider. In addition, Scholarly may, in its sole discretion: (i) transfer funds from your Scholarly account to your bank account, including in the case of account inactivity; and (ii) restrict or prohibit withdrawals in excess of any threshold chosen by Scholarly. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. Scholarly will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. You acknowledge and agree that Scholarly does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Other than with respect to any payment to or deduction by the application platform (as set forth in Section 3.b). Scholarly will be responsible for fees, costs, and expenses incurred in connection with the payment provider selected by Scholarly. Unless otherwise agreed by Scholarly in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in these Terms, if Scholarly, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Site, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.A user who requests a withdrawal must wait 90 days before deleting an account.
Currency: Payments via the payment provider are in U.S. dollars unless the payment provider permits you to choose another currency and you do so.
Fundraising: If you identify any entity on your booking page or elsewhere on our Site as a charitable organization or a recipient of any funds that you are raising (each, a “Charity”), you: (i) represent and warrant that you will comply with all applicable laws and regulations relating to that identification or the Charity, including making disclosures, registering, or entering into any agreement, such as a commercial co-venturer agreement; (ii) acknowledge and agree that we have the right in our sole discretion to reject your identification or the Charity; (iii) represent and warrant that the Charity is and will remain in good standing at all times the identification is used, that within 48 hours of your receipt of our request, you will provide us with written evidence of the Charity’s good standing and charitable status in all applicable jurisdictions, and that you will promptly remove the identification if the Charity ceases to be in good standing; (iv) represent and warrant that you will be responsible for making any payment to the Charity (unless we expressly agree in writing in advance to do so on your behalf and in satisfaction of our payment obligations to you under these Terms); and (v) represent and warrant that you have all rights necessary to authorize use of the Charity’s name and logo in connection with (and on) our Site, in the identification, and in any social and other media. You further acknowledge and agree that we may add a statement to your booking page disclaiming a connection between Scholarly and the Charity, as we determine in our sole discretion.
4. Scholar Content
License Grant to Scholar Content: Our Site allows you to upload, submit, store, send, transmit, approve, and receive content and data, including your Scholarly Answers and Promotional Materials (collectively, “Scholar Content”). When you upload, submit, store, send, transmit approve, or receive Scholar Content to or through our Site, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to use, reproduce, license, distribute, modify, adapt, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or other modifications) of your Scholar Content for the purposes of operating and providing our Site, to develop and improve our products and services, and to advertise, market, and promote our Site, products, and services, and you agree that such Scholar Content may, in Scholarly’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. Please remember that third parties (including Users) may search for and see any Scholar Content you submit to public areas of our Site. You agree that we may display advertising with or in connection with your Scholar Content. You further acknowledge and agree that Scholarly has no obligation to you in connection with any advertising displayed on or in connection with our Site (including no obligation to share any revenue received by Scholarly as a result of any such advertising). Notwithstanding the foregoing, if you do not wish for Scholarly to use, reproduce, license, distribute, publicly perform, or publicly display your Scholar Content or adaptions, modifications or derivative works thereof in paid advertising, you may opt out of such paid uses by notifying Scholarly in writing at xander@startscholarly.com using the email address associated with your account.
License Grant to Users: For each Scholarly Session, you hereby grant to the Student and the Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display any Scholarly Answer, in each case, solely in accordance with the Site Terms, in any and all media, whether now known or hereafter invented or devised (including social media channels and third-party websites and platforms), (i) for the Student’s own personal, non-commercial, and non-promotional purposes and (ii) at personal or commercial events of up to 1000 people, provided that the Scholarly Answer does not contain any promotion or endorsement of a business or of any products or services.
Right to Remove Scholarly Answers of Other Offerings: You acknowledge and agree that we cannot restrict the use of your Scholarly Answers or other offerings by the Students for whom you created them or by any third party with whom they have already been shared (including Recipients) and we have no obligation to remove those uses (including from social media channels or third-party websites or platforms). If we do seek to remove a Scholarly Answer or other offering from a social media channel or third-party website or platform, we may notify you of our intent to do so. As owner of the copyright in your Scholarly Content, you hereby authorize Scholarly to act as your agent in order to submit any DMCA notice or other demand with respect to your Scholarly Answer or other offerings. You will promptly notify us if you learn that any Scholarly Answer or other offering is being used in violation of the Site Terms. We will reasonably cooperate with your efforts to address the violation. However, you acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to use of the Scholarly Answer or other offering for any reason, including if the use exceeds the applicable license or otherwise violates the Site Terms.
Licenses: You may not sell, resell, commercialize, or encumber your rights in any Scholarly Session or other offering except as agreed by Scholarly in writing. Please note that the licenses granted in this Section 4 are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Scholar Content, by us, Students, or third parties (including Recipients), other than the payment set forth in Section 3. We may exercise our rights under this license anywhere in the universe. We may sublicense our rights as needed to provide and promote our Site or otherwise in accordance with these Terms, and Students may sublicense their rights subject to the Site Terms. Finally, the licenses granted in this Section 4 are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Site.
Scholar Content Representations and Warranties: You represent and warrant to Scholarly and the Student that:
you own all rights in and to your Scholar Content and Feedback (defined below) and that you have the right to grant the rights described in these Terms;
you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any use of your Scholar Content and Feedback by us, Students, or third parties (including Recipients) as described in these Terms;
your agreement to, and provision of services under, these Terms does not violate any agreement that you may have with any third party;
your Scholar Content and Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order;
you will not post or make publicly available any Scholarly Session, Message, or Answer that the Student has requested not be posted to your booking page;
you will not contact, respond to, or communicate with any Student that you meet on or through our Site, except as expressly permitted through our Site.
you will not provide your contact information to any user or send merchandise or anything else to a user other than as permitted by these Terms;
you will not edit, change, modify, or remove the watermark from any Scholarly Session or assist or encourage any third party to do so;
you will not ask us for permission or to assist you with the actions prohibited by Sections 4;
and
except for a Scholar Answer that you choose to remake (at no additional cost to the Student and with no additional payment due from us) if you receive a review of three stars or less, you will not remake any Scholar Answer unless asked by us to do so.
Treatment of Scholar Content: Any Scholar Content is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Scholar Content, including any personal information included in that Scholar Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Site or submit any Scholar Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Scholar Content. None of your Scholar Content will be subject to any obligation of confidence by us, Students, or third parties (including Recipients), and we will not be liable or responsible for any use or disclosure of any Scholar Content.
Refusal and Removal of Scholar Content: We may refuse to accept or transmit Scholar Content for any reason without notice to you. We may remove Scholar Content from our Site for any reason without notice to you.
Cancellation of Site Account: If you cancel your Site account, you may, on at least three business days’ advance written notice to us, request that we no longer include your Scholar Answers on our Site and that we not make any new public use of them. As noted in Section 4, we have no obligation as to any use of your Scholar Answers by the Students for whom you created them or by any third party with whom they have already been shared (including Recipients) (including from social media channels or third-party websites or platforms).
Third-Party Beneficiary: The Student is an intended third-party beneficiary of Section 4 of these Terms, with full power and authority to enforce, in Student’s own name, any rights granted to it or Scholarly pursuant to such Section.
5. Ownership
Other than Scholar Content, we or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, HTML/CSS, JavaScript, visual design elements, and other content available on our Site (individually, and collectively, “Scholarly Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, Scholarly Content, and Marks are each protected under U.S. laws. You may not duplicate, copy, sell, resell, commercialize, or reuse any portion of Scholarly Content or Marks without our prior express written consent. You acknowledge and agree that each request or message from a Student, and any video of a reaction to your Scholarly Answer submitted by a Student (a “Reaction Video”), is a Submission (as defined in the Site Terms) owned by the Student who created it. Scholarly grants you a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), revocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or modifications) of any Reaction Videos provided to you by Scholarly through our Site, solely for the purposes of advertising, marketing, and promoting our Site and our products and services.
Scholarly desires to avoid the possibility of misunderstandings if a project developed by us, our employees, or our contractors might seem similar to material submitted to us by you or a third party. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that Scholarly has no obligation (including of confidentiality or privacy) with respect to your Feedback, and you grant to Scholarly a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of, and otherwise use and exploit in any manner (including commercially), any and all Feedback.
You hereby waive any and all moral rights or “droit moral” that you may have in Scholar Content or Feedback, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Scholar Content or Feedback.
6. Eligibility
Age: You must be at least 13 years old (or, outside of the United States, the applicable legal age to enter into a contract) to use our Site. If you are a minor or under the age of majority in your state of residence, your parent or legal guardian must agree to these Terms on your behalf and you may access and use our Site only with permission from your parent or legal guardian.
National College Athletic Association (“NCAA”) and Other Amateur Organizations: If you are or may become subject to NCAA rules and regulations or those of any other association, group, authority or organization, you represent and warrant that you have checked the rules and regulations to verify and confirm that your participation on our Site does not or will not affect your current or future eligibility with respect to any such association, group, authority or organization.
Eligibility Representations and Warranties:
You represent and warrant that:
you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
you will comply with all applicable terms of any third-party payment provider we select, and you are not on a prohibited list of that payment provider;
you will not use the Site or any Scholarly product or service to promote or solicit contributions on behalf of your candidacy for public office, the candidacy of another person seeking public office, any political party or political committee, or any other person or organization promoting or soliciting contributions on behalf of any candidate for public office or political party, without first entering into a separate agreement with Scholarly to govern such use;
if you will not use the Site to promote any activity that does not comply with all applicable laws and regulations;
you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and
you are not a convicted sex offender.
Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by United States law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (y) you are not listed on any U.S. government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by Scholarly are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Scholarly products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.
7. Copyright and Intellectual Property Policy
Scholarly Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:
your address, telephone number, and email address;
a description of the work that you claim is being infringed;
a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;
a statement that you have “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”;
an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
Copyright Agent:
xander@startscholarly.com
If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.
Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.
8. Privacy
Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.
9. Third-Party Content and Interactions
Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of Scholarly, including Scholarly Answers, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. The contents that allow interactions with third parties, including Students, on Scholarly are the sole responsibility of the people involved in those interactions. Scholarly is not responsible for the content of the interactions you may have with third parties through Scholarly Answers or other offerings. However, Scholarly may, in its sole discretion, intercede in selected interactions and you will reasonably cooperate with Scholarly if it does so. You acknowledge and agree that Scholarly will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions, including any requests or Submissions from Students. You agree to contact Students about matters relating to our Site only through the Site. You hereby release Scholarly from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
10. Business Relationship with Scholarly
You and Scholarly agree and declare you and Scholarly are in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that neither you nor Scholarly is a joint venturer, franchisee, partner, agent, employer, or employee of the other party, and you will not represent yourself or Scholarly as such. As an independent contractor using our platform to provide marketing, artistic, writing, and photography services to Students, you are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms and you acknowledge and agree that we do not control those elements of your performance. You also retain the option to accept, decline, or ignore any Student request. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are customarily engaged in an independently established trade, occupation, or business.
You represent and warrant that as between Scholarly and you (whether a Scholar, parent or legal guardian of a Scholar, an Organization, Affiliated Talent, partner, or otherwise), you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation on our Site under these Terms.
You will use your own equipment to perform your obligations under these Terms.
You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.
Your relationship with Scholarly is non-exclusive, meaning that you may provide similar services to third parties, including Scholarly’s competitors, and you may engage in other business or employment activities. Similarly, we can and do engage third parties to provide services similar to those that you may provide under these Terms.
11. Links
Our Site may contain links to social media platforms or third-party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.
12. Changes to our Site
You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you. You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.
13. Termination and Reservation of Rights
You may cancel your Site account at any time by contacting a member of the Scholarly team at xander@startscholarly.com. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, at our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.
14. Disclaimers and Limitations on our Liability
You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, Scholarly disclaims all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade, and in no event shall the authors or copyright holders of the Site or its components or software be liable for any claim, damages, or other liability, whether in an action of contract, tort, or otherwise, arising from, out of, or in connection with the Site, its use, or other dealings in associated components or software.
In particular, Scholarly makes no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. You acknowledge and agree that Scholarly will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Site.
You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a Scholarly Answer, will create any warranty not expressly made by us.
You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Scholarly is not responsible for the accuracy, usefulness, safety, legality, results, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against Scholarlywith respect thereto.
To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will Scholarly be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Scholarly has been advised of the possibility of such damages.
We do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Scholarly from you during the 12 months preceding the claim giving rise to such liability.
Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Scholarly and you.