Terms of Service

Terms of Service

Last updated: January 27, 2022

 

Acceptance of the Terms of Use

These terms of use are entered into by and between you and InsideScholar, PBC ("Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use") govern your access to and use of applications or websites we control, including any content, functionality, and services offered on or through the “insidescholar.org” website (the "Sites”) and any services provided on the Sites (the “Services”).

Please read the Terms of Use carefully before you start to use the Sites. By using the Sites, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://insidescholar.org/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Sites and/or the Services.

Please note that these Terms of Use contain important information regarding your legal rights, remedies, and obligations, including a clause that governs jurisdiction and venue of disputes, and an arbitration clause and class action waiver. By accepting these Terms of Use, you agree to be bound by this arbitration clause or you may opt out by following the instructions in the “Arbitration, Jurisdiction, and Governing Law” section.

The Sites and Services are offered and available to users who are at least 16 years of age. By using the Sites, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the eligibility requirements. If you do not meet all of these requirements, you must not access or use the Sites and/or Services.

 

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Sites thereafter. 

Your continued use of the Sites following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access the Sites so you are aware of any changes, as they are binding on you. 

 

Accessing the Sites/Services and Account Security

We reserve the right to withdraw or amend the Sites, and any Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Sites is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Sites/Services, or the entire Sites/Services, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Sites/Services.
• Ensuring that all persons who access the Sites/Services through your internet connection are aware of these Terms of Use and comply with them.

To access the Sites or Services you may be asked to provide certain registration details or other information. It is a condition of your use of the Sites/Services that all the information you provide to the Sites/Services is correct, current, and complete. You agree that all information you provide to register with these Sites/Services or otherwise, including, but not limited to, through the use of any interactive features on the Sites/Services, is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Sites/Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. 

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

 

Intellectual Property Rights

The Sites/Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use prohibit you from commercializing any of our intellectual property or any information or software associated with the Company, except with the prior express written permission of us.  You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Sites/Services, except as follows:

• Your device may temporarily store copies of such materials incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your web browser for display enhancement purposes.
• You may print or download a reasonable number of pages of the Sites for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• You may take such actions as are enabled by social media features provided on the Sites.
• You may download a copy of a desktop, mobile, or other application we provide to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such application.

You must not:

• Modify copies of any materials from the Sites/Services.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Sites.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Sites/Services in breach of the Terms of Use, your right to use the Sites/Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Sites/Services or any content on the Sites/Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Sites/Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

 

User Affirmations

By using the Sites and Services, you represent, warrant, and agree to the following:

• You are at least 16 years of age.
• You are solely responsible for compliance with any and all laws, rules, regulations, or obligations that may apply to your use of the Sites and Services or any products or services associated with it.
• All information you submit to the Sites and Services is true and accurate to the best of your knowledge

 

Prohibited Uses

You may use the Sites and Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Sites and Services:

• 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 US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm other users of the Sites in any way by exposing them to inappropriate content, beaching any confidentiality obligations with regards to information shared on the Sites and/or Services or by users of the Sites and/or Services, or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Sites, or which, as determined by us, may harm the Company or users of the Sites and/or Services, or expose them to liability.
• To, directly or indirectly, (a) reverse engineer or reconfigure any of the Sites’ components or any of its elements, (b) modify, translate, reverse engineer, decompile, disassemble, or otherwise attempt to (i) to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms, or (ii) to derive the source  code or the underlying ideas, algorithms, structure, or organization of the Sites or its  components, and (c) alter, adapt, modify, or translate the Sites in any way for any  purpose.

Additionally, you agree not to:

• Use the Sites in any manner that could disable, overburden, damage, or impair the Sites or interfere with any other party's use of the Sites, including their ability to engage in real time activities through the Sites.
• Use any robot, spider, or other automatic device, process, or means to access the Sites for any purpose, including monitoring or copying any of the material on the Sites.
• Use any manual process to monitor or copy any of the material on the Sites, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Sites.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Sites, the server on which the Sites are stored, or any server, computer, or database connected to the Sites.
• Attack the Sites via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Sites.

 

User Contributions

The Sites and Services may provide message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Sites and Services.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Sites or Services.

 

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Sites, the Services, or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Sites or Services.
• Terminate or suspend your access to all or part of the Sites or Services for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Sites or Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Sites, 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.

 

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy https://insidescholar.org/privacy-policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities such as contests, sweepstakes, and other sales promotions.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

 

Copyright Infringement

If you believe that any User Contributions violate your copyright, please see our Copyright Policy https://insidescholar.org/copyright-policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

 

Reliance on Information Posted

The information presented on or through the Sites 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 Sites, or by anyone who may be informed of any of its contents. 

The Sites may include content provided by third parties, including materials provided by other users, 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 the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. 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.

 

Changes to the Sites

We may update the content on the Sites and/or Services from time to time, but their content is not necessarily complete or up-to-date. Any of the material on the Sites and/or Services may be out of date at any given time, and we are under no obligation to update such material. 

 

Information About You and Your Visits to the Sites

All information we collect on the Sites is subject to our Privacy Policy. By using the Sites, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. 

 

Links from the Sites

To the extent the Sites contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Sites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

 

Geographic Restrictions

The Sites are based in the United States. We make no claims that the Sites or any of its content are accessible or appropriate outside of the United States. Access to the Sites may not be legal by certain persons or in certain countries. If you access the Sites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

 

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Sites 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. TO THE FULLEST EXTENT PROVIDED BY LAW, 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 SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SITES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES IS AT YOUR OWN RISK. THE SITES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES 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 SITES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, 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 THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, 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, 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 limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with 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, or successors, and assigns 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 Use or your use of the Sites, including, but not limited to, your user contributions, any use of the Sites' content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Sites.

 

Arbitration, Jurisdiction, and Governing Law

Except for IP Claims (as defined below), all disputes arising from these Terms of Use or use of the Sites and/or Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association applying Colorado law. The arbitration process, procedure, time frame, decision making process, and fees will be as solely set forth in the Commercial Arbitration Rules.

All matters relating to the Sites and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) related to the right to seek injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights (each, an “IP Claim”) shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction).

Any IP Claim shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado, in each case located in the City and County of Denver, although we retain the right to bring any suit, action, or proceeding against you for an IP Claim 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.

YOU ACKNOWLEDGE AND AGREE THAT YOU AND THE COMPANY EACH WAIVE 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 THE COMPANY AGREE IN WRITING, YOU ACKNOWLEDGE AND AGREE THAT 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. THIS ARBITRATION SECTION WILL SURVIVE ANY TERMINATION OF THESE TERMS OF USE.

You may opt-out of this arbitration and class action and/or jury trial waiver provision by notifying us in writing within 30 days of the date you first used the Sites or any Services. To opt-out, you must send a written notification to InsideScholar, PBC,684 Vasquez Rd Winter Park, CO 80482-0057 that includes (a) your account username (if applicable), (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt-out of the above arbitration and class action and/or jury trial waiver provisions.  Alternatively, or in addition, you may send this written notification to info@insidescholar.org.

 

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use 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 Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use 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 Use will continue in full force and effect. 

 

Entire Agreement

The Terms of Use, the Privacy Policy, and any other agreements expressly referenced herein constitute the sole and entire agreement between you and InsideScholar, PBC regarding the Sites and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Sites and Services. 

 

Your Comments and Concerns

The Sites and Services are operated by InsideScholar, PBC, 684 Vasquez Rd Winter Park, CO 80482-0057.

All feedback, comments, requests for technical support, and other communications relating to the Sites should be directed to info@insidescholar.org.