Terms of Service
Last Updated: 7/29/15
Welcome to the StudySoup, Inc. ("StudySoup") website located at studysoup.com (the "Site"). Please read these Terms of Service (the "Terms") carefully because they govern your use of our marketplace and platform for educational materials and knowledge exchange services accessible via our Site and our mobile device application ("App") (collectively, the "Services").
Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don't agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, please contact StudySoup for our enterprise terms.
Changes to Terms or Services
We may modify the Terms at any time, in our sole discretion. If we do so, we'll let you know either by posting the modified Terms on the Site or through other communications. It's important that you review the modified Terms because if you continue to use the Services after we've let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms then you may no longer use the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Who May Use the ServicesEligibility
You may use the Services only if you are 18 years or older, capable of forming a binding contract with StudySoup, and are not barred from using the Services under applicable law. Use by individuals under 13 years of age is strictly prohibited.Permitted Use
You will only use the Services for your own personal use (and not on behalf of or for the benefit of any third party), and only in a manner that complies with all laws that apply to you. You may not resell or make any commercial use of the Services or any Content therein (other than your own Submissions, subject to the non-exclusive license you grant to us). Any Content you access through the Services is licensed, not sold to you, regardless of the use of the term “purchase” herein. You are prohibited from soliciting other Users to contact you outside the Services, including Instructors, for any purpose. “Content” means the materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, course materials, class notes, flash cards, Expert Answers, and so forth. “Submissions” means any Content you post, upload, share, store, or otherwise provide through the Services, whether as an Instructor or User.
If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
We are not responsible for Content
We are not responsible for editing, modifying, filtering, screening, monitoring, endorsing or guaranteeing any Content. Note that we DO NOT provide any answers or academic and/or educational Content ourselves, and we are not liable for any acts or omissions of Users, the accuracy or completeness of their answers or even their ability to provide answers. We cannot ensure that a User will complete a transaction.
Content is to be used for general information purposes only, not as a substitute for in-person evaluation or specific professional advice. Communications facilitated by the Service do not create client-professional relationships and are not the subject of any associated privileges or confidentiality protections. Communications on this Service are limited and do not include safeguards and procedures typical of in-person evaluations and visits.
If you want to use certain features of the Services you'll have to create an account ("Account"). It's important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don't, we might have to suspend or terminate your Account. You agree that you will create only one Account, and you will not impersonate any other individual or misrepresent your affiliation with any person or entity when setting up your Account. You agree that you won't disclose your Account password to anyone and you'll notify us immediately of any unauthorized use of your Account. You're responsible for all activities that occur under your Account, whether or not you know about them.
By signing up for an account you are agreeing to receive electronic communications from StudySoup.com or our partners.
Purchasing and Selling Content
We provide a marketplace for users to list, market and sell certain User Content (defined below) (the "Content for Sale").
Account holders may choose to upload and sell their Content for Sale on the Services; if you are selling your Content for Sale, you are considered a "Seller". A Seller may make his or her Content for Sale available to other Account holders by uploading and listing the Content for Sale on the Service, and setting the price for such Content for Sale (the "Price"). A Seller is responsible for ensuring that any description of the Content for Sale is accurate (including but not limited to the Price and any functional restrictions, e.g., whether the Content for Sale can be printed or downloaded) and a Seller must keep any such description up to date. If there are limitations on who can access and/or purchase the Content for Sale, the Seller is responsible for ensuring appropriate security measures are in place on the Services, e.g., if only users with a code can access or purchase your Content for Sale then you, and not StudySoup, are responsible for ensuring that only authorized individuals receive such a code. As a Seller, you may be required to agree to additional terms and provide additional information (e.g., financial information for payment process, social security number for tax purposes, written authorization from an organization or educational institution) as reasonably requested by StudySoup or required by its third party payment processors.Buyers
- A valid credit card is required for paying accounts (and may be required for additional free monthly resources).
- Billing will be on a automatic recurring monthly, semesterly or yearly basis depending on the plan chosen. It is fully-refundable for up to the price equivalent to 1 full month subscription, unless otherwise noted on the Pricing page for StudySoup.
- Monthly-based subscriptions will be billed at the beginning of the month. Semester-based subscription at the end of 6 months. And Yearly at the end of 12 months.
- Usage-based plans, if offered, will be billed by resource usage as applicable for each Service. Charges are solely based on the Karma equivalent of your content, unless otherwise agreed to in writing.
- All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only Canadian (federal or provincial) taxes.
- StudySoup may change its fees and payment policies for StudySoup Services or Content at any time. StudySoup is not required to provide an updated pricing structure notification to users, only if such changes will affect current subscribers ongoing policies at which point StudySoup will issue a writen notice with a minimum of 7 days notice before such changes take effect.
Account holders may purchase Content for Sale listed on Services; if you are purchasing Content for Sale, you are considered a "Buyer". If a Buyer chooses to purchase Content for Sale, the Buyer agrees to purchase a monthly/semester or yearly subscription package of “Karma”. Karma can be redeemed to unlock on content for the listed prices on StudySoup and will be renewed monthly.
By purchasing a Karma subscription, you authorize and agree that StudySoup and its third party payment processors may process your payment and charge your credit card or debit card tied to an account at a financial institution (as provided). If a Buyer purchases Content for Sale that is later removed from the Services, the Buyer may not be able to view, access, download, or print the purchased Content for Sale via the Services after it has been removed.Financial Terms
When a Buyer orders a Karma Subscription, StudySoup will process the payment and charge the Price to the payment account provided, e.g., the Buyer's credit card. Purchases through the Services may be subject to taxes in certain states, which may be a sales tax and/or use tax. Buyers are responsible for paying all such applicable taxes. The payment processor may also charge an additional fee for the processing of Buyer's payment.
After StudySoup has processed a Buyer's payment, it will remit a portion of the payment to the Seller that equals the Price less the Service Fee (defined below) and any other applicable processing fees.
CompensationBase Pay + Commission
Base pay is earned by posting a study guide (4 days before exam) in a given class and successfully sharing your study guide link with your class using email or your class messaging tool.
Base Pay amount is $25 per exam, with a maximum of three exams per course.
NOTE: to receive any form of Base Pay consultant must complete their Success Checklist on their Dashboard. Otherwise the Base Pay may be forfeited.Sales Commission
When subscribers (students) use their Karma points to buy your materials you’ll earn $4 for each set of notes they unlock and $8 for each study guide they unlock.End Of the Semester Bonus
Consultant will receive a $100 bonus at the end of the semester when all requirements have been kept for the entire semester. (Requirements seen below)
Bonus will be paid out within 30 days of the completion of the semester.Consultant Requirements Course Allowance (Base Pay)
Consultant is eligible for Course Allowance only if the following basic conditions are met: Consultant advertises his/her notes once at the beginning of the course in which he/she is a StudySoup Elite Notetaker and each time he/she creates a study guide:
- Option 1: E-mail to class in each course in which s/he is a StudySoup Elite Notetaker,
- Option 2: Message the class using your class messaging system. Note: If our analytics show otherwise, you will need to provide proof through a simple snapshot
Consultant uploads his/her notes for 70% of the classes per course in which s/he is a StudySoup Elite Notetaker & Study guides for each exam. Consultant agrees to upload notes once a week by Sunday at 11:59pm PST (optional but encouraged)
Consultant posts a study guide at least 4 days before each exam (midterm(s) and final) plus messages his/her class to notify them of the uploaded study guides.
Consultant must add accurate course information and accurate course size (course size is the size of the lecture or section you are in and can contact through class messaging or email; not the total of all sections combined necessarily)
Consultant does not upload a professor's PowerPoints, audio or video recordings of lectures, or a verbatim transcript of what the professor says in class. Rather, Consultant uploads his/her interpretation of course lectures or notes from his/her textbooks.
Consultant must enter accurate exam dates, and complete accurate course information for the courses where they participate as an Elite Notetaker.
Not achieving any of the above qualifications may result in withholding of base pay, or immediate termination of the Consultant.
Pay ScheduleCourse Base Pay Allowance
he Company agrees to pay Consultant the outlined fees in section 1.a. within seven days of the posted date of the exam.
Upon checking the position requirements, 100% of your base pay will still be unlocked for this class. The Quality Control team will determine if the Elite Notetaker will continue posting materials for that class or not moving forward.
When subscribers (students) use their Karma points to buy your materials you’ll earn $4 for each set of notes they unlock and $8 for each study guide they unlock. Sales commission is credited to the consultants account immediately.
All money will be transferred into your "Dashboard". To transfer money from your StudySoup account to your bank account or your Paypal account consultant must accumulate over $25.
Note, any balance that remains in consultant's "Dashboard" over the span of 12 months will expire and be returned to StudySoup.Processing fees
Additional processing fees may be charged by the payment processor. After deducting the Service Fee, StudySoup will remit the balance of the Price to the Seller by check or via ACH direct deposit. The Service Fee is non-refundable. As a Seller, you agree to pay any applicable taxes on the amount you receive, including but not limited to any income tax. StudySoup uses a third party payment processing service that may require a Seller to agree to additional terms and authorize disclosure of personal information for the purposes of processing.
StudySoup reserves the right to change its Service Fee at any time and without notice. Your continued use of the indicates that you have consented to any such change to the Service Fee.
The Company reserves the right to terminate the relationship between itself Consultant for any reason at any time and withhold base pay, including but not limited to:
- The relationship between The Company and Consultant is no longer financially beneficial to one or both of the parties;
- Consultant uploads notes created by another party;
- Consultant uploads materials that are deemed low quality by Quality Control team or users (less than 4 star average).
- Consultant uploads anything other than class notes or study guides. In the event of instances “2” or “3”, The Company will remove the illegitimate materials from its exchange and is under no obligation to pay Consultant any future installments of the allowance. The Company furthermore reserves the right to remove from its exchange all legitimate materials uploaded by Consultant and may ban the Consultant’s membership for a period of up to four years.
note: If the Elite Notetakers doesn’t achieve a minimum of 3 subscription sales per listed Study Guide, he/she may be placed on work probation and will receive 50% of base pay.
Course Allowance Pay
Consultant is eligible for Course Allowance Pay only if the following conditions are met:
- Consultant advertises his/her notes once at the beginning of the course in which he/she is a StudySoup Elite Notetaker and each time he/she creates a study guide:
Option 1: E-mail to class in each course in which s/he is a StudySoup Elite Notetaker,
Option 2: Message the class using your class messaging system.
note: If our analytics show otherwise, you will need to provide proof through a simple snapshot
- Consultant uploads his/her notes for 70% of the classes per course in which s/he is a StudySoup Elite Notetaker & Study guides for each exam.
- Consultant agrees to upload notes once a week by Friday at 11:59pm PST (optional but encouraged)
- Consultant posts a study guide at least 4 days before each exam (midterm(s) and final) plus messages his/her class to notify them of the uploaded study guides.
- Consultant must add accurate course information and accurate course size (course size is the size of the lecture or section you are in and can contact through class messaging or email; not the total of all sections combined necessarily)
- Consultant does not upload a professor's PowerPoints, audio or video recordings of lectures, or a verbatim transcript of what the professor says in class. Rather, Consultant uploads his/her interpretation of course lectures or notes from his/her textbooks.
- Consultant must enter accurate exam dates, and complete accurate course information for the courses where they participate as an Elite Notetaker.
note: If the Consultant doesn’t achieve a minimum of 3 sales per listed Study Guide, he/she may be placed on work probation or removed from the class as an Elite Notetaker negating any future pay.
Not achieving any of the above qualifications may result in withholding of base pay, or immediate termination of the Consultant.
RELATIONSHIP OF PARTIES (Notetakers)
Consultant is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between Company and Consultant. Consultant has no authority to bind Company by contract or otherwise. Consultant will perform Services under the general direction of Company, but Consultant will determine, in Consultant's sole discretion, the manner and means by which Services are accomplished, subject to the requirement that Consultant will at all times comply with applicable law. Consultant will be solely responsible for the payment of all withholding taxes, social security, workers. compensation, unemployment and disability insurance or similar items required by any government agency.
As a contractor you'll need to fill-out a W9, and send it back to us. We'll send you a reminder to do so.
Liability Insurance. Consultant acknowledges that Company will not carry any liability insurance on behalf of Consultant. Consultant will maintain in force adequate liability insurance to protect Consultant from claims of personal injury (or death) or tangible or intangible property damage (including loss of use) that arise out of any act or omission of Consultant
Feedback We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You can submit Feedback by filling out the form. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Content and Content Rights
The Services are owned and operated by StudySoup. Unless otherwise explicitly specified by StudySoup, all materials that are included in or otherwise a part of the Services, including past, present, and future versions, URLs, text, graphics, images, software, audio, video, works of authorship of any kind, icons, images, or other materials that are posted, generated, provided, or otherwise made available through the Services ("Content") are owned or controlled by StudySoup, or licensed to StudySoup from third parties. Any unauthorized use of Content is prohibited.
The StudySoup marketplace provides a platform for users to browse, purchase, and sell their Content for Sale. Any Content provided by Account holders (including you) to be made available through the services, including but not limited to Content for Sale by Account holders, is considered "User Content" and subject to the terms herein.
Content Ownership, Responsibility and Removal
StudySoup does not claim any ownership rights in any User Content that you make available through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, and as noted above, StudySoup and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
By making any User Content available through the Services you hereby grant to StudySoup a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, to use, display, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform, translate, and reproduce your User Content in connection with operating and providing the Services and Content to you and to other Account holders.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content, nor any use of your User Content by StudySoup or Account holders on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, contractual rights, rights of publicity or privacy, or result in the violation of any applicable law or regulation, including but not limited to any university or other academic regulations.
If you are a Seller, by making any Content for Sale available through the Services you hereby grant to StudySoup a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, to use, display, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform, translate, sell, offer to sell, make available for download, reproduce, publish, advertise, market, design and redesign your Content for Sale in connection with operating and providing the Services and Content to you and to other Account holders. In addition, you authorize StudySoup to use your name, image, position, and photo (if you submit it) and any other rights of publicity as necessary in connection with your Content for Sale for the purposes of advertising, marketing, and promoting your Content for Sale in connection with the Services. You acknowledge and agree to pay for any and all royalties, fees, and any other monies or monetary obligations owing to any third-party for any Content for Sale provided and uploaded by you to the Services.
If you are a Seller, you hereby grant to the Buyer a non-exclusive, worldwide, perpetual, irrevocable, non-transferable license to view, access, download, and print the Content for Sale purchased on the Services, subject to any restrictions specified in the description of your Content For Sale, including payment requirements. Sellers can control the functionality authorized for the Content for Sale. Sellers may also update or modify the Content for Sale after a Buyer has purchased it, provided however, that Sellers may not charge any additional amounts for such updates or modifications.
You can remove your User Content by specifically deleting it. However, in certain instances some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. We're not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
If you are browsing the Services and/or a Buyer, subject to your compliance with these Terms, StudySoup grants you a limited, non-exclusive, non-transferable license to use and access the Services and to view and display the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
If you are a Seller, subject to your compliance with these Terms, StudySoup grants you a limited, non-exclusive, non-transferable license to use and access the Services solely in connection with your permitted use of the Services.
Rights and Terms for Apps
Subject to your compliance with these Terms, StudySoup grants you a limited non-exclusive, non-transferable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. StudySoup reserves all rights in and to the App not expressly granted to you under these Terms.
Who is responsible for what I see and do on the Services?
Any Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any Users with whom you interact in using the Services and are not responsible for which Users gain access to the Services.
StudySoup has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, StudySoup will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that StudySoup shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between Users on this site, or between Users and any third party, you agree that StudySoup is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you release StudySoup, 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."
Stopping Usage of StudySoup
You can cancel any ongoing billing by selecting the "Cancel Subscription" option under the Edit Account Settings section of the User Profile of the Service. For any questions, please email us at StudySoup@StudySoup.com. Cancellations will be effective within 7 business days. All debts and fees must be paid before cancellation can take effect. Termination of your account does not affect your liability or obligations under the Terms.
StudySoup is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. StudySoup has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately at StudySoup@StudySoup.com– we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Each and every subscription package requires an upfront and immediate charge to your credit card depending on the subscription term that you elect to purchase. We provide refunds for your account up to the equivalent cost of 1 month under our 100% satisfaction guarantee. If your account is a recurring payment subscription, and multiple payments have occurred, under no circumstances will we refund anything but the very last payment, or the equivalent of 1 month payment (whichever is less) in case of a dispute by a User. Additionally, unused Karma Credits expire upon the expiration or cancellation of subscription package and cannot be redeemed for cash. Your purchased Karma credits will also expire every month and renew for a total of 150 Karma as long as billing information is still valid and up to date. For any billing related questions in regards to payment and refunds, please contact Customer Service at support@StudySoup.com
If payment has already been issued to the “seller” of your content then we may restrict you from received a refund. If you have an issue with any such purchased Content, please contact us at support@StudySoup.com
If you download the App through or from any app store or distribution platform (like the Apple App Store or Google Play) where the App is made available (each, an "App Provider"), then you acknowledge and agree that:
- These Terms are concluded between you and StudySoup, and not with the App Provider, and that StudySoup (not the App Provider), is solely responsible for the App.
- The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
- In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the App to conform to any warranty will be the sole responsibility of StudySoup.
- The App Provider is not responsible for addressing any claims that you or any third party may have relating to the App or your possession or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- In the event of any third-party claim that the App or your possession or use of that App infringes that third party's intellectual property rights, StudySoup will be solely responsible for the investigation, defense, settlement and discharge of any such claim to the extent required by these Terms.
- The App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the App and that, upon your acceptance of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.
- You must also comply with all applicable third-party terms of service when using the App.
- You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws or regulations. By using the App you represent and warrant that: (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You agree not to do any of the following:
- Post, upload, publish, submit or transmit any User Content that: (i) 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 person or entity; or (vii) promotes illegal or harmful activities or substances.
- Use, display, mirror or frame the Services, or any individual element within the Services, StudySoup's name, any StudySoup trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without StudySoup's express written consent;
- Access, tamper with, or use non-public areas of the Services, StudySoup's computer systems, or the technical delivery systems of StudySoup's providers;
- Attempt to probe, scan, or test the vulnerability of any StudySoup system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by StudySoup or any of StudySoup's providers or any other third party (including another user) to protect the Services or Content;
- Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by StudySoup or other generally available third party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a StudySoup trademark, logo, URL or product name without StudySoup's express written consent;
- Use the Services or Content for the benefit of any third party or in any manner not permitted by these Terms;
- 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 or Content 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 Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Site, Services or App from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
StudySoup respects copyright law and expects its users to do the same. It is StudySoup's policy to terminate in appropriate circumstances Account holders or subscribers who repeatedly infringe the rights of copyright holders. Please see StudySoup's Copyright and IP Policy and IP Policy for further information.
Links to Third Party Websites or Resources
The Services and App may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending us an email or filling out the form. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, irrevocable licenses, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions. If you terminate your account, you may no longer be able to access, view, download or print any Content for Sale that you purchased prior to termination via the Services.
Notetakers or Sellers may be terminated or removed from the StudySoup marketplace at any time, for any reason, without notice which may limit any further funds being collected by this Seller.
StudySoup provides a marketplace that enables users to access and purchase Content for Sale via the Services. Nothing herein shall be considered or deemed an endorsement or approval by StudySoup of any Content for Sale. StudySoup makes no warranties, whether express or implied, regarding Content for Sale or User Content.
THE SERVICES, CONTENT, USER CONTENT AND CONTENT FOR SALE ARE PROVIDED .AS IS,. WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, STUDYSOUP MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. STUDYSOUP MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, USEFULNESS, OR RELIABILITY OF ANY CONTENT. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
BY ACCESSING OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.
You will indemnify and hold harmless StudySoup and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content; (ii) your User Content and/or Content for Sale; or (iii) your violation of these Terms.
Limitation of Liability
NEITHER STUDYSOUP NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT STUDYSOUP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL STUDYSOUP'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO STUDYSOUP FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO StudySoup, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STUDYSOUP AND YOU.
You and StudySoup agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and StudySoup are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and StudySoup otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
Arbitration Rules The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.Arbitration Location and Procedure
Unless you and StudySoup otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and StudySoup submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.Arbitrator's Decision
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator.s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator.s award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys. fees and expenses, to the extent provided under applicable law. StudySoup will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys. fees and expenses if it prevails in arbitration.Fees
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, StudySoup will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).Changes
Notwithstanding the provisions of the "Changes to Terms or Services" section above, if StudySoup changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to www.StudySoup.com) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of StudySoup's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and StudySoup in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms and any action related thereto will be governed by the laws of the State of California without regard to or application of conflicts of law rules or principles.
These Terms constitute the entire and exclusive understanding and agreement between StudySoup and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between StudySoup and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without StudySoup's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. StudySoup may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by StudySoup under these Terms, including those regarding modifications to these Terms, will be given by StudySoup: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
StudySoup's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of StudySoup. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services please contact StudySoup here.