Terms of Service

These are the Terms and Conditions of Service (hereinafter, the “Terms”) for our platform available at the URL www.acedstudy.com (the “Site”), including its sub-domains and its mobile-optimized versions, the mobile application known as AcedStudy (the “App”), along with any products and services offered thereby.  These Terms shall supplement our Privacy Policy (the “Policy”), incorporated herein by reference.

The Site, the App, and the provided products and services are delivered by the AcedStudy LLC team (hereinafter and collectively referred to as “AcedStudy”).

The following terminology applies to our Terms, Policy, and other guidelines and agreements indicated by us from time to time: “client”, “user”, “you”, and “your” refer to you, the person logged on this Site and compliant to our terms and conditions.  The words “ourselves”, “we”, “our”, and “us” refer to us and our parent and holding companies.  Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, is taken as interchangeable and, therefore, as referring to the same.

All terms hereof refer to the offer, acceptance, and consideration of payment necessary to undertake the process of our assistance to the user in the most appropriate manner for the express purpose of meeting each of our client’s needs in respect of the provision of AcedStudy’s stated services, in accordance with and subject to prevailing applicable laws for our delivery of service.

Henceforth, by accessing this Site, you are agreeing to be bound by these Terms, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws.  If you do not agree with any of these Terms, you are prohibited from using or accessing this Site.  The materials contained in this Site are protected by applicable copyright and trademark laws.  Please, ensure that you read it thoroughly, because, by using AcedStudy, you consent to these Terms.

AcedStudy offers students, parents, and educators a platform to share and expand their knowledge by engaging in peer-to-peer assistance with school work, collaborating to learn and grow knowledge together, thereby enhancing their studies and achieving academic excellence. AcedStudy makes this possible by providing a conducive platform where questions can be asked and answers provided on different subjects and courses offered in schools and colleges. This way, users learn from one another, and knowledge is not only assimilated, but also enhanced.

Accordingly, AcedStudy agrees to furnish its online services (the “Services”) to: (i) the visitors that browse the Site; (ii) registered users; (iii) users who are owners of education and school services; and (iv) any other users that have opened an account, all subject to the following Terms.  Certain features or services may demand that you enter into a separate and supplemental written agreement prior to use, in which case we will provide you them for your full review prior to any acceptance.

To use our Services, you must create an account, including all mandatory fields on the registration form.  You must provide accurate and complete information, and you hereby agree to keep your password confidential and not to communicate it to third parties.  If you lose or disclose it, you must promptly inform us or use the change/reset password mechanisms built into the Site.  You are solely responsible for the activity that occurs on your account and for keeping your password secure and confidential, and must notify us immediately of any breach or unauthorized use of your account.

AcedStudy encourages you to report violations of our guidelines and Terms.  Users undertaking conducts that may constitute a factual –or even alleged– breach of these Terms, including, but not limited to, using automated mechanisms to make fraudulent communications, may become subject to immediate account suspension/termination, at our sole and final discretion, without notice and without responsibility.

We reserve the right, at our sole and final discretion, to deactivate, freeze, suspend or terminate any account upon any factual or alleged breach of these Terms.  You must notify us immediately of any change in your eligibility to use our platform, or if you suspect a breach of security or unauthorized use of your account.

You acknowledge and agree that we may report any activity that we believe may violate any law to law enforcement, regulators, or other relevant third parties, and that any violation of the aforementioned provisions may result in the immediate termination of your access to the Site or our Services.

You may terminate your account at any time by going to the “delete account” button located inside the “Edit Profile” section, which can be accessed through the dropdown at the side of your username.  We may terminate or suspend your AcedStudy account if you go contrary to any AcedStudy policies or for any other reason(s), which we will notify you about.

AcedStudy reserves the right to modify, amend, suspend, terminate, upgrade, update, or otherwise modify these Terms at any time and without notice.  Any changes will be displayed on the Site, and we may notify you by email.  Please refer to the last effective date where changes were last undertaken by us.  Your use of our Services after the effective date of any update– either by an account registration or simple use – thereby indicates your acceptance thereof.

AcedStudy encourages parents, legal guardians, and responsible adults to be actively involved in the safe use of the Internet by children and minors.  AcedStudy does not knowingly provide its Services to persons under the age of thirteen (13).  If you are under such age, you may only access AcedStudy and our Services under the direct, express, and unequivocal supervision of your parent or legal guardian.

We reserve the right to request any and all applicable proof of identification and consent proof from our users, at any moment, without prior notice, and at our sole and final discretion. Upon the failure to provide such proof of age, we reserve the right to immediately freeze, block or cancel the account, with no liability.

Users are prohibited from providing AcedStudy with personally identifiable information of persons under the age of thirteen (13) without the consent of their parents or legal guardians.  AcedStudy does not knowingly collect any kind of information from any person under the age of thirteen (13), and will delete any related information thereto.  For more information, please read our Policy.

By disclosing any data and personally-identifying information to us, you agree to our Policy, including the collection, process, storage, and disclosure of such personally identifiable information, including to our affiliates, partners, and clients. We will ask for your express consent, including for inclusion into our tabloids, updates, and follow-ups. Using AcedStudy means that you accept our Policy, regardless of whether you are a registered user or not.

User Content (as such term is defined here below) includes questions or answers that you post on AcedStudy. Such User Content may be modified by using the “Edit” button located under your question or answer. You may also request that your question or answer be removed from public display by sending an email to support@acedstudy.com or using the Contact Us tab. However, we may not be able to control the removal of the question or answer from display on syndicated channels or other previously distributed methods not approved by us. AcedStudy is free to remove suspected spam from your User Content.  

After you post a question, it may be edited or deleted by other users or by AcedStudy at any time. Any edits and changes made by you may be visible to other users. Again, the right for AcedStudy to copy, display, transmit, publish, perform, distribute, store, modify, and use any question you post, and sub-license those rights to others is irrevocable, to the maximum extent permitted by the applicable law, except as otherwise specified in these Terms.

Students are never allowed to post questions directly from tests, quizzes, and assessments, or copy answers found on AcedStudy or other third-party platforms.

You cannot have other users write full essays on your behalf or copy any content without proper author attribution, bibliographical citation.  Specifically, for works not expressly in the public domain, you must obtain the authorization from the prime author.

You acknowledge and agree that AcedStudy has the right to preserve your User Content and may also disclose such User Content and related information if required to do so by law or in the good faith that such preservation or disclosure is reasonably necessary to: (a) comply with legal procedures, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any of your User Content goes contrary to the rights of third parties; (d) detect, prevent, or otherwise address fraud, security or technical issues; or (e) protect the rights, property, or personal safety of AcedStudy, its users, or the public.

You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others or violation of laws and regulations in connection with your User Content.  You are responsible for ensuring that such User Content does not infringe on AcedStudy’s rules, guidelines, or regulations, as well as these Terms and any applicable law or regulation.  You agree to pay all royalties, fees, and any other monies owed to any person by reason of your User Content.

For more information on the use and exploitation of any User Content, please refer to our Content License Section hereafter.

Limited License by AcedStudy.  AcedStudy grants you a limited, non-exclusive, revocable, royalty-free, and non-transferable license to utilize and access AcedStudy and the Services.  You are prohibited from duplicating, re-engineering, reverse engineering, modifying, or otherwise using AcedStudy, in whole or in part.  AcedStudy does not grant any express or implied right to you under any patents, trademarks, copyrights, or trade secret information laws; and you shall have no right, either directly or indirectly, to own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, modify, adapt, improve or create any new or derivative works from, or display, distribute, perform or in any way exploit any downloaded Services and computer applications, in whole or in part.

The aforesaid license includes the right to a global, revocable, personal, non-transferable, non-exclusive and royalty-free license to repost or share AcedStudy’s content and materials anywhere on the web, subject to these Terms, and provided that: (a) the said content was added to AcedStudy after 19 November, 2020; (b) the user, who created the content, did not legibly mark the content as not for reproduction on AcedStudy; (c) you do not alter the content in any material way; (d) you acknowledge AcedStudy in legible text and with a human and machine-followable link (an HTML <a> anchor tag) linking back to the page displaying the original source of the content on every webpage that contains our content and materials; (e) following a request, either by AcedStudy or by a user who is also the author of the content, you take reasonable steps to update a particular piece of content to the latest version on AcedStudy; and (f) following a request, either by AcedStudy or by a user who is also the author the content, you take reasonable steps to delete or remove content that has been deleted or marked as not for reproduction on AcedStudy; (g) you don’t repost more than a minute part of our content and materials; (i) you do not use any automated tools to combine or generate derivative works. In exercising these rights, you may not impliedly or expressly state any connection with, sponsorship, or endorsement by AcedStudy, or any AcedStudy’s user, without a prior express written permission from us.

You are permitted to use AcedStudy’s buttons, links, and widgets, subject to these Terms, and provided that: (a) your use of such buttons, links and widgets link only to AcedStudy; (b) you will not alter such buttons, links, or widgets or associated code in any way; (c) you will not use any such buttons, links, or widgets in any way which, expressly or impliedly, suggests that AcedStudy approves, promotes, sponsors, or recommends the website on which such buttons, links, and widgets are used; and (d) the use of such buttons, links, and widgets, and the website on which such buttons, links, and widgets are used do not infringe on AcedStudy’s intellectual property rights.

Please be reminded that we have the discretion to terminate our license to you at any time and for any reason.  We have the right, but not the duty, to refuse to share any content on AcedStudy or to remove or delete said content. Apart from the rights and license granted in these Terms, we reserve all other rights and grant no license, implied or otherwise.

User Content License.  AcedStudy allows you to add posts, texts, photos, videos, links, including questions and answers, and other files and information about yourself and share same with others.  Every material that you upload, publish or display to others via AcedStudy (referred to collectively as ‘User Content’).  You acknowledge and agree that having agreed to be bound by these Terms, User Content may be viewed or accessed by the general public.

Accordingly, you hereby grant AcedStudy an unlimited, non-exclusive, sub-licensable, assignable, royalty-free, perpetual, irrevocable, for all the countries and territories throughout the world, right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any content you may upload, disseminate, deliver, create or transfer any post, original audio file, message, chat, files uploaded, data inputted, e-mails sent, or otherwise any content delivered via AcedStudy or the Services.  You represent and warrant to AcedStudy that you have all rights, authorizations, or otherwise hold sufficient title for any and all content submitted to AcedStudy as set forth herein.

Feedback License. You hereby grant AcedStudy an unlimited, non-exclusive, sub-licensable, assignable, royalty-free, perpetual, irrevocable, for all the countries and territories through the world, right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any suggestions, feedback, recommendations, comments and know-how that you provide to AcedStudy regarding the Site and Services.

The trademarks, copyright, service marks, trade names, and other intellectual property rights and proprietary notices displayed on the Site and the Services are the property of or otherwise, are licensed to AcedStudy and its licensors and affiliates, whether acknowledged (or not), and which are protected under intellectual property laws, including copyright laws and treaties and other jurisdictions throughout the world.

Respective title holders may or may not be affiliated with us or our affiliates, partners, and advertisers.  No section hereof shall be construed as intent to grant to you any right transfer or interest in the Site or our Services, in whole or in part.

For ease of understanding, ‘intellectual property rights’ shall mean any and all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of the United States and other applicable jurisdictions.

You acknowledge and agree that any and all infringing use or exploitation of copyrighted content in the Site and/or the Services may cause us, our affiliates, licensors, or content providers irreparable injury, which may not be remedied solely at law, and therefore our affiliates, licensors or content providers may seek remedy for breach of these Terms, either in equity or through injunctive or other equitable relief.

AcedStudy takes copyright infringement matters seriously, and is ready to remove any allegedly or factually infringing content displayed on the Site upon due notice and request by the titleholder.

In compliance with the DMCA, we inform you that “The Copyright Agent, AcedStudy LLC” is the Designated Copyright Agent for DMCA Takedown Notices and intellectual property rights infringement policing.  For more information, including to submit a request for takedown if you believe content on AcedStudy infringes your intellectual property rights, please send an email to privacy@acedstudy.com following the procedure stated below. You can review the current DMCA text at the U.S. Copyright Office website.

The following procedure will apply for any content displayed through the Site that allegedly infringes the intellectual property rights of you or of any third party.  You must notify us of your claim with an email with the subject: “Takedown Request”.  Your notification claim must be in writing and must at least contain the following information: (i) your signature and identification, or the ones of the person authorized to act on behalf of you or the titleholder; (ii) a clear and concise description of the content of which its copyright has allegedly been infringed; (iii) contact information (e.g., address and email); and (iv) a statement, under penalty of perjury, indicating that you have a good faith belief that the information provided in your claim is true and accurate.

Once received, AcedStudy will study and consider your claim and, if it believes or has reason to believe any content on the Site infringes on another’s copyright, AcedStudy may delete it, disable or otherwise stop displaying it.

Our affiliates, advertisers, partners, and third-party syndicated content providers may be adversely affected due to a DMCA Takedown Notice.  Accordingly, upon receipt of any such notice, we will try to contact the content owner or webmaster of the affected site to uphold their right to a Counter Claim Notice, under Sections 512(g)(2) and (3) of the DMCA.

To file a Counter Claim Notice, please contact our Designated Agent indicated above, in writing, and with a Counter Claim Notice containing the following information, at a minimum: (i) express identification of the content that we may have or have removed from our Site and section or domain it was displayed; (ii) contact information, such as your address and your email address; (iii) a signature and identification of the titleholder and/or the person authorized to act; and (iv) a statement indicating that you swear, under penalty of perjury, that you have a good faith belief that the information provided in the Counter Claim Notice is true and accurate.

If you think content on AcedStudy infringes these Terms or otherwise infringes any applicable law (apart from copyright infringements) or other AcedStudy policies, you may use the report button located under each question or answer, or you can use the Contact Us page, or email us at support@acedstudy.com.

We are under no obligation to remove or delete content that you subjectively find objectionable or offensive. We promise to respond promptly to requests for content removal, consistent with our policies and applicable law.

From time to time, our Site and Services may contain hyperlinks to other websites.  These links are for your personal convenience and to provide you with further information that may be of interest to you.  The provision of such links does not imply any endorsement of such third-party websites (or their products and services).  Please review the applicable terms and policies of such websites, including their privacy and data collection practices.

We may place ads and promotions from third-party sources on the Site.  Accordingly, your participation or undertakings in promotions of third parties other than AcedStudy, and any terms, conditions, warranties, or representations associated with such undertakings, are solely between you and such third-party.  AcedStudy is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site.

Our Services may incorporate interactive discussion forums, public forum groups, bulletin boards, review services, or other types of public forums in which you or other users may post user-generated content (e.g., reviews, messages, videos, selfies, posts, and other content).

The Internet is not an anonymous means of communications, thus we cannot guarantee the confidentiality of any content that you provide to us via the Services.  Each piece of content that you post is intended for public review, and except for content expressly marked as private, most user-generated content that you share with us will result in such content being made publicly available for users in our Site and other third party websites, including search engines and social media sites.  Please remember that not all content can be marked as private.

Particularly for public forum messaging groups, there will be a list of attendees displayed.  This is important so that our users may know if other people are registered for the events which are between members.   There may be the case where few or no other members elected to enter the group, thus our users are always free to enter and leave any forum, group, or board.

AcedStudy hereby disclaims any and all responsibility for what happens in any public board group meetings.  Since we use third-party platforms open to the public, there may be no content moderation by AcedStudy or other users in AcedStudy groups.  AcedStudy expects that its users will behave with courtesy and common sense, but notwithstanding, if something offensive, uncomfortable, or otherwise objectionable happens, any member can leave the chat or video call immediately and report the problem to AcedStudy.

AcedStudy has the right, but not the obligation, to monitor any user activity and any User Content (e.g., names, photos, posts, feedback, images, comments, questions, answers, and other content) within our platforms in order to determine compliance thereof, and to edit, refuse to post or remove any material or content submitted to or posted on our Services that we find to be in violation of our Terms, Policy or that is otherwise objectionable.

You acknowledge and agree that we may report any activity that we believe may violate any law to law enforcement, regulators, or other relevant third parties, and that any violation of the aforementioned provisions may result in the immediate termination of your access to AcedStudy and our Services.

We reserve the right (but not the obligation) to monitor disputes between you and other of our users, but not with suppliers.

We reserve the right to screen any user-generated content to locate and delete any spam or deceiving coupon, code, offer or link to any product or service.  We will not tolerate, and we will not allow others to undertake through our Services or Site, any and all massive delivery of unsolicited bulk communications to our users or to any third party.

Any commercial electronic communication that you receive from us, our partners, licensors, suppliers, and affiliates will require your prior consent to such communication.  Our commercial communications will include measures in order for you to stop receiving them, usually through an unsubscribe link.  Please see our Policy for more information.

From time to time, we may use payment platforms provided by globally accepted third-party payment processors like Stripe and PayPal.  Accordingly, the processing of payments will be subject to the fees, terms, conditions, and privacy policies of such payment processors.  AcedStudy is not responsible for any and all errors, fees, and currency conversion fees by such payment processors.

Such third party payment transaction processors have enacted their own terms of use, user agreements, and privacy policies, which will govern their provision of services to you in respect to the information we are required to provide to them for your purchase-related transactions. We recommend that you read their privacy policies to understand how your personal information will be handled by these providers.

If you elect to use a direct payment gateway to complete your purchase, then the third-party payment processors will collect and store credit card data.  Your purchase transaction data will only be stored only as long as necessary to complete your transaction with us.  After such an order or transaction is complete, your purchase transaction information will be deleted.

Users must provide us with valid and current billing information.  Except as expressly set forth herein, all payment charges are final and non-cancelable.  If we detect any chargeback or if any payment is not received by us or our payment processors for any reason, you will promptly pay us any and all amounts due to us upon notice.  Any failure or inability by us to process any payment hereunder does not relieve you from your payment obligations.

A chargeback is typically caused when a customer disputes a charge that appears on their bank or payment processing statement.  A chargeback may result in the reversal of a transaction, with the amount charged back to you.  You can be assessed chargebacks for: (i) customer disputes; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with payment processor network rules or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by our payment processor or the institutions handling the transaction.

When a chargeback is issued, you are immediately liable to AcedStudy for the full amount of payment of the chargeback, plus any associated fees, fines, expenses, or penalties (including those assessed by our payment processor or the financial institutions handling the transaction).  Accordingly, you hereby represent and warrant that you expressly appoint AcedStudy as your agent, with full power to recover these amounts by debiting your account or setting off any amounts owed to you by us.

If we are unable to recover funds related to a charge-back for which you are liable, you will pay us the full amount of the chargeback immediately upon demand; thus, you agree to pay all costs and expenses, including without limitation, costs assessed by our payment processor, legal fees, and other legal expenses incurred by or on behalf of us in connection with the collection of any unpaid charge-backs unpaid by you.

You can always contact our team with questions about our Services at support@acedstudy.com, and we will strive to answer them and work together in order to resolve any such inquiries.  You must provide us with full details of your service query, so we can clearly assess your concerns.

If you have any questions or complaints regarding the Site or our Services, please contact us by email as indicated on our contact web page.  We will undertake commercially reasonable efforts in order to answer as quickly as possible.

We may support the Site and our Services through advertising and other commercial opportunities.  These advertisements may be tailored to the content of the Site, and the nature and extent of such advertising by us is subject to change without prior notice.  Please refer to our Policy for information regarding certain advertisement opt-out.

The Site may allow you to create and/or subscribe to a tabloid service that contains a list of contents that may interest you, which may be provided by us or through an authorized third party.  As a user, you will be able to select the amount and type of emails received by you.  If you wish to unsubscribe, you will find ‘unsubscribe’ and similar links on our electronic communications and also in your account preferences.

We reserve the right to request that you remove all links or any particular link to our Site.  You agree to immediately remove all links to our Site upon request.

If you find any link on our Site that is offensive for any reason, you are free to contact and inform us at any time. We will consider requests to remove links, but we are not obligated to do so or to respond to you directly.

You acknowledge and agree that AcedStudy shall not be required to actively monitor or exercise any editorial control whatsoever over the content of any message or material or information created, obtained, or accessible through the Services or Site.  Each visitor or user is solely responsible for the contents of his or her communications and may be held legally liable or accountable for the content of his or her comments or other material or information.

AcedStudy shall make all commercially reasonable efforts to ensure that any interface or integration from a third-party provider or system as part of the Services operates correctly.  Notwithstanding, you acknowledge that the successful operation of any interface or integration is dependent upon the technical set up of said third-party systems, such as Amazon Web Services and other infrastructure and cloud computing providers.

Accordingly, you agree that: (i) AcedStudy cannot be held liable for any failures in the operation of the interface or integration resulting from acts or omissions by you or the third party; (ii) AcedStudy shall have no liability or obligation whatsoever to you in relation to the content on or use of, or correspondence with any third-party website or service made available via the Services.

If an issue arises with regard to the effective operation of an interface or integration to a third-party provider or system, AcedStudy will use its commercially reasonable efforts to resolve the issue.

The images, texts, posts, information, photographs, and other content and media displayed on or through the Site are not necessarily available, and any results therefrom – which we cannot ultimately control – are out of our ultimate and complete control.  Some or all of the images shown on the Site are licensed and/or purchased stock photos and are only shown for illustration purposes.  Some or all of the content displayed on the Site is delivered by external third parties, and does not reflect AcedStudy’s opinions, nor does AcedStudy, its affiliates, subsidiaries, officers, employees, and agents guarantee its actual veracity or make any endorsement thereof.

Some of the users of AcedStudy who post content on the platform are verified experts in the various subject matters, designated by the “Verified Expert” badge. However, any such User Content posted by expert contributors should not be relied on or regarded as an authority. AcedStudy does its utmost best to ensure that all content, including questions, answers, posts, and tutorials, on AcedStudy are correct to the extent as it is, but does not guarantee error-free contents, including those provided by the expert contributors.

Neither party shall disclose any Confidential Information to any third party except to its employees, attorneys, tax or accounting professionals who have a legitimate need to know and who have agreed to be bound by the provisions of a confidentiality agreement at least as stringent as the ones herein.  Each party shall further protect the Confidential Information to the same extent as it protects its own information of a similar type.

For the purposes herein stated, “Confidential Information” shall be defined as the digital, verbal, and/or written disclosures, documents or communications, stored in either written, graphic, digital, optical, electromagnetic form or in software as a service system, commonly known as “the cloud”, e-mails, optical disks, memory cards or removable drives or any other means that can retain information.

Confidential Information shall not include information that: (i) is in the public domain at the time of disclosure; (ii) becomes publicly available through no fault of the recipient party and without breach of these Terms, (iii) is already in the lawful possession of a party without restriction prior to disclosure; (iv) becomes rightfully known to a party without restriction from a source other than the disclosing party; or that (v) is required to be disclosed by virtue of an order of a competent court or a legal requirement.

You hereby represent, warrant, and covenant that: (i) your use of our Site and Services, and all your uploaded and used data shall be at all times compliant with these Terms and all local, state, federal and international laws and regulations applicable to you and your organization; (ii) you have obtained all necessary rights, releases and permissions to provide any data to AcedStudy and its affiliates, licensors and agents; and to grant the rights granted to AcedStudy in these Terms, including without limitation any intellectual property rights or rights of publicity, privacy, and any use, collection and disclosure authorized.

The term hereof shall begin on the date that comes first among: (i) first access to the Site; (ii) your first access or execution of our Services; or (iii) AcedStudy begins providing its Services to you.

The term hereof will automatically end on the earlier date of either your: (i) account deactivation, suspension, freezing, or deletion; (ii) access termination or revocation for our Services; (iii) AcedStudy’s termination of these Terms, at its sole and final discretion; (iv) the termination date indicated by AcedStudy to you from time to time; or (v) AcedStudy’s decision to make the Site or the Services no longer available for use, at its sole and final discretion.

These Terms, along with any and all licenses granted hereof, may or will automatically terminate if you breach any of the terms and conditions contained herein.  Upon termination for breach, your rights to use our Site, our Services, and any information provided or generated thereby shall cease, and you shall not be entitled to any compensation, credit, remedy, or refund of any nature.

To the fullest extent permissible under applicable law, the Site and the Services are provided to you “as is,” with “all faults” and “as available,” without warranty of any kind.  AcedStudy and its affiliates, clients, agents, officers, licensors, and/or distributors do not make, and hereby disclaim, any and all express, implied or statutory warranties, either by statute, common law, custom, or otherwise, however arising, including implied warranties of description, quality, fitness for a particular purpose, non-infringement, non-interference with use and/or enjoyment, peaceful enjoyment, and any warranties emanating out of course of dealing or trade usage.

Nothing in this disclaimer will limit or exclude our or your liability for death or personal injury resulting from negligence; limit or exclude our or your liability for fraud or fraudulent misrepresentation; limit any of our or your liabilities in any way that is not permitted under applicable law; or exclude any of our or your liabilities that may not be excluded under applicable law.

AcedStudy expressly disclaims any representation or warranty that AcedStudy complies with all applicable laws and regulations outside the United States.  If you make use of AcedStudy outside of the United States, you expressly fully comprehend and consent that it is your responsibility to determine compliance with variant laws, regulations, or customs that may apply in connection with your use of AcedStudy.

In no event shall AcedStudy, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized third party, be held liable for any special, indirect, incidental or consequential damages, including losses, costs or expenses of any kind resulting from possession, access, use, inaccessibility or malfunction of AcedStudy or the Services including, but not limited to, loss of revenue, profits, business, loss of use or lack of availability of computer resources, business glitch, defamation, or loss of data (notwithstanding that we might have been advised of the possibility of such damages or such damages are foreseeable); whatsoever arising out of or related thereto, whether arising in tort (including negligence), contract, strict liability or other legal or equitable theory and whether or not AcedStudy, its affiliates, clients, licensors and/or distributors have been advised of the possibility of such damages; emanating from or connected, in any way, with your use of, or inability to use AcedStudy.  Your singular redress for dissatisfaction with AcedStudy is your prompt withdrawal from using AcedStudy.

If a user suffers loss or damage as a result of AcedStudy’s negligence or failure to comply with these Terms, any claim by such user against us will be limited in respect of any one incident, or series of connected incidents, to the amount paid to AcedStudy in connection with its Services within the six (6) months before the action giving rise to the liability.

These Terms provide you with specific legal rights, and you may have other rights that may vary from jurisdiction to jurisdiction.  Legislation of some states/countries does not allow certain limitations of liability, and henceforth this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

You agree and acknowledge to indemnify, hold harmless, and defend AcedStudy, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized representatives, and the officers, directors and employees of each (jointly, the “AcedStudy’s Indemnitees”) from and against any and all third party liabilities, claims, causes of action, suits, losses, damages, fines, judgments, settlements and expenses (including any and all reasonable outside attorneys’ fees and court costs) which may be suffered, made or incurred by any of such AcedStudy’s Indemnitees arising out of or relating to: (i) any breach of any warranties, representations and/or covenants made by you hereunder (to the extent not arising substantially from any breach hereof by AcedStudy); (ii) your use of AcedStudy; (ii) your User Content; (iii) your conduct or interactions with other users of AcedStudy; (iv) your violation of any part of these Terms; and/or (v) any third party claim arising out of or in relation to AcedStudy or our Services or use thereof in combination with another platform, including without limitation, any claim AcedStudy or the Services violate, infringe, or misappropriate any proprietary or intellectual property right of any third party, including without limitation, any privacy right of any person.

We will immediately notify you of any such claim and will provide you (at your own expense) with assistance in defending the claim. Unless our prior written consent is first obtained, you will not settle any claim the defense of which we need to participate in.  We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you.  In that circumstance, you will be under no obligation to defend us in that matter.

Assignment.  These Terms will inure to the benefit of any successors of the parties.  We may assign any rights or obligations hereunder to any current or future affiliated company and to any successor in interest.  Any rights not expressly granted herein are thereby reserved.  These terms will inure to the benefit of any successors of the parties.  We reserve the right, at any time, to transfer some or all of AcedStudy’s assets in connection with a merger, acquisition, reorganization, or sale of assets or in the event of bankruptcy.

Force Majeure.  AcedStudy is not liable for any failure of performance on its obligations as set forth herein, where such failure arises from any cause beyond AcedStudy’s reasonable control, including but not limiting to, electronic, power, mechanic or Internet failure, from acts of nature, forces or causes beyond our control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, government-mandated lockdowns, pandemics, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

Interpretation.  In understanding or interpreting the terms of these Terms: (i) the headings in this Agreement are for convenience only, and are not to be considered, and (ii) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting these Terms.

Entire Agreement.  These Terms constitute the complete and exclusive statement of the agreement between the Parties with respect to the subject matter of these Terms, and these Terms supersede any and all prior oral or written communications, proposals, representations, and agreements. The Terms may be amended only by mutual agreement expressed in writing and signed by both parties, and any attempted amendment in violation of this section shall be void.

Equitable Remedies:  You hereby acknowledge and agree that if these Terms are not specifically enforced, AcedStudy will be irreparably damaged, and therefore you agree that AcedStudy shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of these Terms, in addition to any other available remedies.

Language.  These Terms may be translated into other languages, but English shall be and remain the official language of this agreement, and in any conflict between the English language version and any other version, the English language version shall supersede that other language.

No Embargo.  You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S.A., European Union, or other government’s embargo, or that has been designated as a “terrorist supporting” country; and (ii) you are not listed on any government list of prohibited or restricted parties or activities.

Notices.  All notices and other communications given or made pursuant to these Terms must be in writing and will be deemed to have been given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified; (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.  Each party agrees to receive electronic documents and to accept electronic signatures, which shall thereto be considered valid substitutes for hardcopy documents and hand-inked signatures.

You agree to receive correspondence from us by email in accordance with these Terms and applicable law. You consent and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.

If the notice is meant for us, please send it via email to legal@acedstudy.com.

No Waiver.  Failure by AcedStudy to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.

No Relationship.  You and AcedStudy are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.

Severability.  If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention.  All remaining provisions of these Terms will remain in full force and effect.

Taxes.  You are responsible for complying with all tax obligations associated with your account.  It is important that you keep complete and accurate contact details in order for us to remit invoices, especially payment processing account details.

Applicability of Arbitration Agreement.  All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by AcedStudy that cannot be resolved informally shall be resolved by binding arbitration on an individual basis under the terms of these Terms.  Unless otherwise agreed to, all arbitration proceedings shall be held in English.  This arbitration applies to you and AcedStudy, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assignees, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under these Terms.

Notice Requirement and Informal Dispute Resolution.  Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (a “Notice”) describing the nature and basis of the claim or dispute and the requested relief.  A Notice to AcedStudy should be sent to legal@acedstudy.com.  After the Notice is received, you and AcedStudy may attempt to resolve the claim or dispute informally.  If you and AcedStudy do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.  The amount of the award shall also be limited by the Limitation of Liability section of these Terms, to the extent applicable.

Arbitration Rules.  Arbitration shall be initiated through the American Arbitration Association (AAA) Rules, an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section.  If the AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider.  The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with these Terms.

The arbitration shall be conducted by a single, neutral arbitrator.  Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (USD 10,000.00) or more, the right to a hearing will be determined by the ADR Provider Rules.

Any hearing will be held in a location within 100 miles of AcedStudy’s business premises unless you reside outside of Wyoming, and unless the parties agree otherwise.  If you reside outside of the State of Wyoming, the arbitrator shall give the parties reasonable notice of the date, time, and place of any oral hearings, as detailed below.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

Additional Rules for Non-Appearance Based Arbitration.  If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, reputable video conference based tools, and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration.  The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

Time Limits.  If you or AcedStudy elect to pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the ADR Provider Rules for the pertinent claim.

Authority of Arbitrator.  If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and AcedStudy, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the ADR Provider Rules, and these Terms.

The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and AcedStudy.

Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.

Waiver of Class Actions, Non-Individualized Relief. You acknowledge and accept that claims brought against AcedStudy shall be only on an individual basis and not as a plaintiff or class member in any possible future class or representative action or similar proceeding.  Unless otherwise agreed by you and AcedStudy, you may not adjoin or consolidate any claim with more than one person’s; and you may not otherwise supervise or take over any form of a class, representative, or consolidated proceeding.

Applicable Law.  You agree to submit to the applicable laws in the State of Wyoming, United States of America, which will govern these Terms and any claim, without regard to conflict of law provisions.

Forum.  For the application of this arbitration agreement, and of other matters appertaining to these Terms, the parties hereto agree to submit to the personal jurisdiction of the courts located in the City of Sheridan, State of Wyoming, United States of America.

If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorney’s fees, court costs, and disbursements in doing so.

If you have any questions or queries about us, the Site, our Services or these Terms, please contact us via support@acedstudy.com.  Note that communications made to support@acedstudy.com or the “Contact Us” page do not constitute legal notice to the AcedStudy entity. For legal notices, send an email to legal@acedstudy.com. You may also contact us to report violations to this Terms or our Privacy Policy, or to report alleged copyright infringements via policy@acedstudy.com.