Terms of Service

PLEASE READ THESE TERMS CAREFULLY. SECTION 17 CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING HOW DISPUTES ARE RESOLVED. YOU MAY OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 17.9. SECTION 14 CONTAINS A RELEASE, AND SECTIONS 13 AND 15 LIMIT OUR LIABILITY.

1. Agreement to These Terms

1.1 Who we are. These Terms of Service ("Terms") are a legal agreement between you and Edula Inc., a Delaware corporation ("Edula," "we," "us," or "our"), that governs your access to and use of the website located at edula.ai, our mobile applications, and all related tools, content, features, matching services, and communications (collectively, the "Services").

1.2 Acceptance. By creating an account, clicking "I agree" (or a similar button), purchasing anything through the Services, or otherwise accessing or using the Services, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services and exit immediately.

1.3 Additional terms. Certain features, programs, promotions, or paid offerings may be subject to additional terms presented to you at the time you access them ("Additional Terms"). Additional Terms are part of these Terms. If an Additional Term conflicts with these Terms, the Additional Term controls for that feature only.

1.4 Changes to these Terms. We may update these Terms from time to time. If we make material changes, we will notify you by email to the address associated with your account, by a notice in the Services, or by another reasonable method at least thirty (30) days before the changes take effect, unless a change is required sooner by law or to address security or fraud. The "Last Updated" date above shows when the Terms were last revised. Your continued use of the Services after changes take effect means you accept them. If you do not agree to the changes, you must stop using the Services and close your account. Changes to Section 17 (Dispute Resolution) will not apply to any dispute of which Edula had actual notice before the change took effect.

2. Eligibility, Minors, and Parental Consent

2.1 Not for children under 13. The Services are not intended for, directed to, or designed for children under 13 years of age. You may not use the Services if you are under 13. We do not knowingly collect personal information from children under 13. If we learn that a child under 13 has created an account or provided personal information, we will close the account and delete the information as described in our Privacy Policy. If you believe a child under 13 has provided us information, contact us at support@edula.ai.

2.2 Users who are minors (13 to the age of majority). If you are at least 13 but have not reached the age of majority where you live (generally 18; 19 in Alabama and Nebraska; 21 in Mississippi) (a "Minor"), you may use the Services only with the involvement and consent of your parent or legal guardian, who must review and agree to these Terms on your behalf and on their own behalf.

2.3 Parents and guardians. If you are a parent or legal guardian who permits a Minor to use the Services, or who creates or manages an account for a Minor, you: (a) represent that you are the Minor's parent or legal guardian; (b) agree to these Terms on your own behalf and on behalf of the Minor; (c) are responsible for the Minor's use of the Services, including all purchases, communications with Counselors, and compliance with these Terms; and (d) agree that the provisions of these Terms that benefit Edula, including Sections 13 through 17, bind both you and the Minor to the fullest extent permitted by law.

2.4 Grade information and age notice. As part of our matching workflow, we ask for a student's current grade level, not date of birth. You agree to provide accurate grade information. When you provide grade information, we will remind you that the Services are not intended for children under 13. If a grade level is selected that suggests a student may be under 13, you will not be permitted to proceed.

2.5 Other eligibility requirements. You may not use the Services if you have previously been suspended or removed by us, or if using the Services would violate applicable law. If you use the Services on behalf of an organization (such as a school), you represent that you have authority to bind that organization, and "you" includes that organization.

3. Accounts

3.1 Registration. You may need an account to use some or all of the Services. You agree to provide accurate, current, and complete information and to keep it up to date.

3.2 Account security. You are responsible for keeping your login credentials confidential and for all activity under your account. Notify us immediately at support@edula.ai if you suspect unauthorized access. We are not liable for losses caused by unauthorized use of your account that results from your failure to safeguard your credentials.

3.3 Communications. You consent to receive communications from us electronically, including by email, in-app notices, and postings on the Services, and you agree that electronic communications satisfy any legal requirement that communications be in writing. We will send text (SMS) messages only if you separately opt in, and you may opt out at any time by replying STOP. Marketing emails include an unsubscribe link; transactional and account messages may still be sent after you unsubscribe from marketing.

4. The Services

4.1 What Edula offers. Edula is an online marketplace and resource platform that helps students and families navigate high school and the college application process. The Services include:

(a) AI Matching and Roadmaps — an artificial-intelligence-based system that suggests colleges and universities that may fit a student's stated aspirations, interests, and academic profile; generates a personalized roadmap of suggested activities and milestones; and surfaces high school internships, research opportunities, summer programs, and similar opportunities offered by third parties ("Opportunities");

(b) Tools, Resources, and Content — articles, guides, checklists, timelines, templates, planners, videos, data, and other informational materials about the admissions process ("Content"); and

(c) Counselor Matching — an algorithm-based service that suggests independent college admissions counselors, consultants, tutors, and mentors ("Counselors") who may be a good fit for a student, and enables students and families to connect with them for guidance, support, and ongoing mentoring ("Counselor Services").

4.2 Changes to the Services. We may add, change, suspend, or discontinue any part of the Services at any time. If we discontinue a paid Service you have prepaid for, we will provide a pro-rated refund of any unused prepaid fees as your sole remedy.

5. Information Only — Not Advice; No Affiliation with Colleges; No Guarantee of Admission

5.1 Informational purposes only. All Content, college matches, roadmaps, rankings, recommendations, Opportunity listings, and other outputs of the Services (together, "Edula Information") are provided for general informational and educational purposes only. Edula Information is not professional educational, admissions, academic, financial, financial-aid, tax, legal, immigration, psychological, or career advice, and it is not a substitute for the judgment of you, your family, your school counselor, or other qualified professionals. You are solely responsible for your decisions, including where to apply, which Opportunities to pursue, and which Counselors to engage.

5.2 No affiliation with or representation of high schools, colleges or universities. Edula is independent. Edula is not affiliated with, endorsed by, sponsored by, or acting on behalf of any college, university, high school, testing organization, scholarship provider, or Opportunity provider (each, an "Institution"). Nothing in the Services is a statement, policy, admission criterion, or representation of any Institution. Institution names, logos, and marks belong to their owners and are used only to identify the Institution. Always confirm deadlines, requirements, costs, financial-aid terms, and policies directly with the Institution.

5.3 No guarantee of results. Admissions and selection decisions are made solely by Institutions and depend on many factors outside of our control. Edula does not promise or guarantee admission to any college or university, acceptance into any Opportunity, any scholarship or financial-aid award, any test score, or any other outcome. A "match," "fit," "likelihood," "reach/target/safety" label, or similar indicator is an estimate, not a prediction or promise.

5.4 Accuracy of information. Edula Information may be compiled from public sources, Institutions, third parties, users, and automated tools. Admissions requirements, deadlines, costs, and statistics change frequently. We do not warrant that Edula Information is accurate, complete, current, or error-free, and we are not responsible for decisions made in reliance on it.

5.5 About our AI features. Parts of the Services use machine-learning models and automated processing to generate matches, roadmaps, summaries, and other outputs ("AI Outputs"). AI Outputs are generated from the information you provide and other data and may be incomplete, inaccurate, outdated, or unsuitable for your circumstances. AI Outputs are not decisions about you by Edula or any Institution; they are suggestions for you to evaluate. You should independently review any AI Output before relying on it. You may ask us to explain, in general terms, how our matching works by contacting support@edula.ai. You may not use AI Outputs to make eligibility decisions about other people.

5.6 Your responsibility for applications. You are solely responsible for the content, accuracy, originality, and timely submission of all applications and materials you submit to any Institution. You must comply with each Institution's honor code and application policies, including policies on the use of AI tools and outside assistance. Edula does not write, and does not permit Counselors to write, application essays or other materials for submission as a student's own work.

5.7 Not a school; not a substitute for school counseling. Edula is not an accredited educational institution and does not award credit, grades, diplomas, or certifications. Edula does not replace your school counselor or the counseling resources available through your school.

6. Counselor Matching and Counselor Services

6.1 Edula is a marketplace. Edula provides a platform that helps students and families find and connect with Counselors. Counselors are independent third parties, not employees, agents, partners, or joint venturers of Edula. Counselor Services are provided solely by the Counselor, and any agreement for Counselor Services is between you and the Counselor. Edula does not provide, direct, or control Counselor Services and is not a party to your relationship with a Counselor, except to the limited extent Edula processes payments as the Counselor's limited payment collection agent under Section 7.4.

6.2 How matching works. Our Counselor matching uses an algorithm that considers factors such as the student's goals, interests, grade level, target schools, budget, scheduling preferences, and Counselor-provided information about expertise, experience, availability, and pricing. A match is a suggestion, not an endorsement.

6.3 Screening and its limits. Edula requires Counselors to submit identity and background information and to pass a criminal background check and sex-offender registry check before offering Counselor Services to Minors. Counselor profiles, credentials, experience, reviews, and outcome claims are provided by Counselors or other users. Except as expressly stated, we do not verify them, and we do not guarantee the quality, safety, legality, qualifications, or results of any Counselor or Counselor Services. You are responsible for evaluating any Counselor before engaging them.

6.4 Safety rules for Counselor Services involving Minors. To protect students, the following rules apply to all Counselor Services involving a Minor:

(a) A parent or guardian must approve the engagement and may attend or review any session.

(b) Counselors may not request or collect a Minor's personal contact information, social-media accounts, or login credentials, meet a Minor in person, or communicate with a Minor privately outside the Services without the parent's or guardian's express consent.

(c) Report any inappropriate conduct immediately to support@edula.ai. We cooperate with law enforcement and may report suspected child abuse or exploitation as required by law.

6.5 Counselor obligations. Counselors who use the Services must also agree to our Counselor Terms, including obligations about honesty in credentials and marketing, ethical practice, confidentiality, data protection, prohibited conduct with Minors, and not writing application materials for students.

6.6 No off-platform circumvention. For twelve (12) months after first connecting with a Counselor through the Services, you agree not to arrange paid Counselor Services with that Counselor outside the Services to avoid fees owed through the Services.

6.7 Reviews. You may post honest reviews of Counselors based on your genuine experience. Reviews must not be fake, paid for, or written by someone with an undisclosed connection to the Counselor. We may moderate or remove reviews that violate these Terms or applicable law, but we will not suppress reviews solely because they are negative, and we display reviews consistent with the Consumer Review Fairness Act and the FTC's rules on consumer reviews and testimonials.

7. Third-Party Opportunities, Links, and Services

7.1 Opportunities are offered by third parties. Internships, research positions, summer programs, competitions, scholarships, and other Opportunities surfaced through the Services are offered and administered by third parties, not by Edula. Edula does not control and is not responsible for Opportunity providers' selection decisions, program content, supervision, safety, compensation, fees, travel, housing, or conduct. We do not guarantee that any Opportunity is available, accurately described, suitable, or safe.

7.2 Your dealings with third parties. Any application to, participation in, or transaction with an Opportunity provider or other third party is solely between you and that third party and is subject to its own terms and privacy practices. Parents and guardians are responsible for evaluating whether an Opportunity is appropriate for a Minor, including without limitation supervision, travel, and safety arrangements.

7.3 Links and integrations. The Services may contain links to or integrations with third-party websites and services. We are not responsible for their content, policies, or practices, and linking does not imply endorsement.

7.4 Payments for Counselor Services. Counselors appoint Edula as its limited payment collection agent for all Counselor Services booked through the Services. Your payment to Edula satisfies your payment obligation to the Counselor.

7.5 Affiliate and referral relationships. We may receive compensation from some Institutions, Opportunity providers, or other third parties when you click a link, apply, enroll, or purchase. Where we do, we will disclose it clearly and conspicuously near the relevant listing, and compensation does not guarantee a favorable ranking or match unless labeled as sponsored.

8. Fees, Payments, Subscriptions, and Refunds

8.1 Fees. Some Services are free and some require payment ("Paid Services"). Prices, billing frequency, and what is included will be shown to you before you buy. All fees are in U.S. dollars and exclude applicable taxes unless stated otherwise. You are responsible for any taxes, other than taxes on Edula's income.

8.2 Who may purchase. Purchases must be made by an adult (the age of majority where they live). If you are a Minor, a parent or guardian must make any purchase.

8.3 Payment authorization. You authorize Edula and our third-party payment processor (currently Stripe) to charge your selected payment method for all fees you incur, including recurring fees for subscriptions. You represent that you are authorized to use the payment method. We do not store full payment card numbers.

8.4 Automatic renewal. IF YOU PURCHASE A SUBSCRIPTION, IT WILL AUTOMATICALLY RENEW AT THE END OF EACH TERM FOR ANOTHER TERM OF THE SAME LENGTH, AND YOUR PAYMENT METHOD WILL BE CHARGED THE THEN-CURRENT PRICE, UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. Before you subscribe, we will clearly show you the price, billing frequency, renewal terms, and how to cancel, and we will ask for your express affirmative consent to automatic renewal. After you subscribe, we will send you an acknowledgment that includes these terms and cancellation instructions in a form you can keep. We will also send renewal reminders and notices required by applicable law, including an annual reminder and advance notice before any price increase.

8.5 Free trials and promotional pricing. If you sign up for a free trial or discounted introductory period, we will tell you before you sign up when the trial ends, what you will be charged, and how to cancel. Unless you cancel before the trial ends, your subscription will convert to a paid subscription and your payment method will be charged. Where required by law, we will remind you before a trial converts.

8.6 How to cancel. You may cancel a subscription at any time, online, through your account settings, or by emailing support@edula.ai. Cancellation is effective at the end of the current billing term, and you keep access until then. We may present a single offer before you cancel, but we will not make cancellation harder than signing up.

8.7 Refunds. Except as stated in these Terms, in Additional Terms, or as required by law, fees are non-refundable and we do not provide refunds or credits for partially used billing periods. Refunds for Counselor Services are governed by the cancellation policy shown when you book. Nothing in this Section limits any refund or cancellation rights you have under applicable law.

8.8 Price changes. We may change prices for Paid Services. We will give you advance notice of any price change to your subscription, as required by law and at least thirty (30) days before it takes effect, and the change will apply at your next renewal. If you do not agree, you may cancel before the change takes effect.

8.9 Failed payments. If a payment fails, we may retry your payment method, ask you to update it, or suspend Paid Services until payment is made.

8.10 Chargebacks. If you believe you were charged in error, please contact us first at support@edula.ai so we can try to resolve it.

9. Acceptable Use

You agree not to, and not to help anyone else to:

(a) violate any law, or any Institution's or Opportunity provider's rules, honor code, or application policies;

(b) provide false or misleading information, impersonate any person, or misrepresent your age, grade, identity, or affiliation;

(c) harass, bully, threaten, exploit, groom, or harm anyone, especially Minors, or post content that is sexual, hateful, violent, defamatory, or invasive of privacy;

(d) request, collect, or share another user's personal information without authorization, or contact a Minor outside the Services in violation of Section 6.4;

(e) submit, sell, or buy application essays or other materials to be passed off as a student's own work, or engage in any form of admissions fraud;

(f) scrape, crawl, harvest, or data-mine the Services or use them to build a competing product, or use Content or AI Outputs to train machine-learning models, except as we expressly allow;

(g) reverse engineer, decompile, or attempt to discover source code, algorithms, or model weights, except to the extent this restriction is prohibited by law;

(h) interfere with, disrupt, probe, or bypass the security or access controls of the Services, or introduce malware;

(i) attempt to manipulate matching results, rankings, or reviews, or post fake or incentivized reviews;

(j) use the Services to send spam or unsolicited commercial messages; or

(k) resell, sublicense, or commercially exploit the Services without our written permission.

10. Your Content

10.1 Ownership. You keep ownership of the information, text, files, and other materials you submit to the Services, such as profile information, goals, essays you upload for your own organization, messages, and reviews ("Your Content").

10.2 License to Edula. You grant Edula a non-exclusive, worldwide, royalty-free, sublicensable (to our service providers and, as you direct, to Counselors) license to host, store, copy, process, adapt, display, and transmit Your Content solely to operate, provide, secure, and improve the Services, and as described in our Privacy Policy. For reviews and other content you choose to post publicly, the license also allows us to display and distribute that content in connection with the Services. This license ends when Your Content is deleted from our systems, except for copies retained as permitted by our Privacy Policy or law. We will not use a student's personal information or Your Content to train AI models except as described in our Privacy Policy.

10.3 Your promises. You represent that you have the rights needed to submit Your Content and that it does not violate these Terms, law, or anyone's rights.

10.4 Removal of content posted by Minors. If you are a Minor and a registered user, you may remove, or ask us to remove, content or information you posted publicly on the Services by using the delete tools in your account or contacting support@edula.ai. Removal may not ensure complete or comprehensive removal of the content, for example where another user has copied or reposted it, and we are not required to remove content where law requires or permits us to keep it.

10.5 Moderation. We may review, refuse, or remove Your Content at our discretion, but we have no obligation to monitor it.

11. Edula's Intellectual Property

11.1 Ownership. The Services, Content, software, algorithms, models, AI Outputs (as between you and Edula, other than Your Content included in them), designs, trademarks, and all related intellectual property are owned by Edula or its licensors and are protected by law. Except for the limited license below, no rights are granted to you.

11.2 Limited license. Subject to these Terms, Edula grants you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Services and Content for your own personal, non-commercial educational purposes. You may use your personalized roadmaps and AI Outputs for your own personal planning.

11.3 Feedback. If you give us suggestions or feedback, we may use them without restriction or compensation to you.

11.4 Copyright complaints (DMCA). We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. Send notices to our designated agent: Edula Inc., support@edula.ai. Your notice must include the information required by 17 U.S.C. § 512(c)(3). We may terminate the accounts of repeat infringers.

12. Suspension and Termination

12.1 By you. You may stop using the Services and close your account at any time through Account Settings or by contacting support@edula.ai. Closing your account does not automatically cancel an active subscription unless we say so in the closing flow; see Section 8.6.

12.2 By Edula. We may suspend or terminate your access to all or part of the Services if you violate these Terms, if required by law, if needed to protect users (especially Minors), Counselors, or Edula, or if we discontinue the Services. Where practical and lawful, we will notify you and give you a chance to download Your Content.

12.3 Effect. On termination, your license to use the Services ends. Sections that by their nature should survive will survive, including Sections 5, 10.2 (for public content), 11, and 13 through 18.

13. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, EDULA INFORMATION, AI OUTPUTS, COUNSELOR MATCHES, AND OPPORTUNITY LISTINGS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. EDULA DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. EDULA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT EDULA INFORMATION OR AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE; THAT USING THE SERVICES WILL RESULT IN ADMISSION, SELECTION, SCHOLARSHIPS, OR ANY OTHER OUTCOME; OR THAT ANY COUNSELOR OR OPPORTUNITY PROVIDER WILL PERFORM AS DESCRIBED OR ACT LAWFULLY OR SAFELY. Some jurisdictions do not allow the exclusion of implied warranties, so some of these exclusions may not apply to you.

14. Waiver and Release

14.1 Release. Counselors and Opportunity providers are independent third parties. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU (ON YOUR OWN BEHALF AND, IF YOU ARE A PARENT OR GUARDIAN, ON BEHALF OF YOUR MINOR CHILD) RELEASE EDULA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUCCESSORS (THE "EDULA PARTIES") FROM ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND, KNOWN AND UNKNOWN, ARISING OUT OF OR RELATED TO (a) ANY DISPUTE WITH, OR ACT OR OMISSION OF, A COUNSELOR, OPPORTUNITY PROVIDER, INSTITUTION, OR OTHER USER; (b) ANY ADMISSION, SELECTION, SCHOLARSHIP, OR FINANCIAL-AID DECISION; AND (c) YOUR PARTICIPATION IN ANY OPPORTUNITY OR COUNSELOR SERVICES.

14.2 California Civil Code § 1542. If you are a California resident, you waive California Civil Code § 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You waive any similar law in any other jurisdiction.

14.3 Limits on the release. This release does not apply to (a) claims arising from the Edula Parties' own fraud, gross negligence, willful misconduct, or violation of law; (b) claims for personal injury or death caused by the Edula Parties' own negligence; or (c) any claim that cannot be released under applicable law, including non-waivable rights under consumer-protection and privacy laws.

15. Limitation of Liability

15.1 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, THE EDULA PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, EDUCATIONAL OPPORTUNITY, ADMISSION, SCHOLARSHIP, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE EDULA PARTIES' TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (a) THE AMOUNTS YOU PAID TO EDULA FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (EXCLUDING AMOUNTS REMITTED TO COUNSELORS) AND (b) ONE HUNDRED U.S. DOLLARS (US $100).

15.3 Basis of the bargain; exceptions. These limitations reflect a reasonable allocation of risk and apply even if a remedy fails of its essential purpose. They do not limit liability for fraud, gross negligence, willful misconduct, death or personal injury caused by our gross negligence, or any liability that cannot be limited under applicable law. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of these limitations may not apply to you.

15.4 New Jersey residents. Nothing in these Terms is intended to limit any right you have under New Jersey law that cannot be limited, and the disclaimers, release, and limitations of liability in Sections 13 through 15 apply to New Jersey residents only to the extent permitted by New Jersey law.

16. Indemnification

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU (AND, FOR A MINOR, THE MINOR'S PARENT OR GUARDIAN) AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE EDULA PARTIES FROM AND AGAINST ALL THIRD-PARTY CLAIMS, AND RELATED LOSSES, LIABILITIES, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), ARISING OUT OF OR RELATED TO (A) YOUR VIOLATION OF THESE TERMS OR APPLICABLE LAW; (B) YOUR CONTENT; (C) YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY, INCLUDING ANY INSTITUTION, COUNSELOR, OR OPPORTUNITY PROVIDER; OR (D) YOUR MISUSE OF THE SERVICES. THIS OBLIGATION DOES NOT APPLY TO THE EXTENT A CLAIM ARISES FROM THE EDULA PARTIES' OWN GROSS NEGLIGENCE OR MISCONDUCT. WE MAY ASSUME THE EXCLUSIVE DEFENSE OF ANY MATTER YOU MUST INDEMNIFY, AND YOU AGREE TO COOPERATE. YOU MAY NOT SETTLE ANY SUCH MATTER WITHOUT OUR PRIOR WRITTEN CONSENT.

17. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND EDULA TO RESOLVE MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND IT WAIVES JURY TRIALS AND CLASS ACTIONS.

17.1 Informal resolution first. Before starting arbitration or a small-claims case, you and Edula agree to try to resolve any dispute informally. The party raising the dispute must send a written notice describing the claim, the relief sought, and contact information (for you, include your account email) — to Edula at support@edula.ai, Attn: Legal; to you at your account email. If requested by either party, you and Edula will meet by phone or videoconference, individually and with counsel if desired, within sixty (60) days after the notice is received. If the dispute is not resolved within such sixty (60) days, either party may begin arbitration. Statutes of limitation are tolled while this process is ongoing.

17.2 Agreement to arbitrate. Except as provided in Section 17.3, you and Edula agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your relationship with Edula, whether based on contract, tort, statute, or any other legal theory, and whether it arose before or after you agreed to these Terms (a "Dispute"), will be resolved by binding individual arbitration. This agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"). Questions about whether a valid agreement to arbitrate was ever formed are for a court to decide. All other questions about the scope, applicability, enforceability, or interpretation of this Section 17 are for the arbitrator, except as stated in Sections 17.7 and 17.10.

17.3 Exceptions. Either party may: (a) seek injunctive or equitable relief in court to protect its intellectual property or to stop unauthorized access to or misuse of the Services; and (b) you may report concerns to any government agency. Nothing in this Section prevents you from seeking public injunctive relief in court where applicable law does not permit such relief to be waived; any such claim will be stayed until the individual arbitration of all other claims is complete.

17.4 Administrator and rules. The arbitration will be administered by New Era ADR, Inc. ("New Era ADR") on its online dispute-resolution platform under its rules and procedures in effect when the arbitration is filed, including its Virtual Expedited Arbitration Rules (the "New Era Rules"), available at www.neweraadr.com, as modified by this Section 17. If this Section conflicts with the New Era Rules, this Section controls. The following modifications apply to every arbitration:

(a) No mass-arbitration protocol. New Era ADR's mass-arbitration, batching, and bellwether procedures will not apply, and no arbitrator's decision in another claimant's case will bind you or have precedential effect in your case.

(b) Equal appeal rights. Any appeal right available under the New Era Rules is available to both parties on equal terms, or to neither.

(c) Discovery and evidence. The arbitrator will permit reasonable discovery and the presentation of documents and witnesses as needed for a fair hearing, consistent with the expedited nature of the proceeding, and may enlarge any page, exhibit, or witness limit on a showing of good cause.

(d) Neutral arbitrator. The arbitrator must be a neutral attorney or retired judge with no ownership, employment, or financial interest in New Era ADR or Edula, selected under the New Era Rules, and either party may challenge an arbitrator for bias or conflict.

(e) Hearing. Arbitration will be conducted by video conference or on written submissions, at your choice, unless the arbitrator decides an in-person hearing is necessary, in which case it will take place in the county where you live or another location we agree on.

(f) Remedies. The arbitrator may award on an individual basis any relief that a court could award to you individually under applicable law, including statutory damages and attorneys' fees where authorized, and must issue a reasoned written decision.

17.5 Fees. Edula will pay all New Era ADR administrative fees and arbitrator compensation, except that if you start the arbitration you will pay a filing fee no greater than the filing fee you would pay to file a claim in the state or federal court where you live. Edula will pay its share of fees within thirty (30) days of the due date, as required by applicable law. Each party bears its own attorneys' fees and costs unless the arbitrator awards them under applicable law. Edula will not seek attorneys' fees from you unless the arbitrator finds your claim was frivolous or brought for an improper purpose. If New Era ADR's fees for you exceed what these Terms allow you to pay, Edula will pay the difference.

17.6 Unavailable administrator. If New Era ADR is unavailable or unwilling to administer the arbitration, or if a court finds that arbitration before New Era ADR would be unenforceable, the arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Consumer Minimum Standards, and if neither is available, by an arbitrator appointed by a court under 9 U.S.C. § 5.

17.7 Class action and jury trial waiver. YOU AND EDULA AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU AND EDULA WAIVE ANY RIGHT TO A JURY TRIAL. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding. If a court decides that this Section 17.7 is unenforceable as to a particular claim or remedy, then that claim or remedy (and only that one) will be severed and decided in court after arbitration of the remaining claims, and this Section 17.7 will otherwise remain enforceable. Whether this Section 17.7 is enforceable is for a court to decide.

17.8 Minors. A parent or guardian who agrees to these Terms agrees to this Section 17 on their own behalf and on behalf of their Minor child, to the fullest extent permitted by law. If a Minor disaffirms these Terms, the disaffirmance does not affect the parent's or guardian's own agreement to arbitrate.

17.9 30-day right to opt out. You may opt out of this agreement to arbitrate by sending written notice to support@edula.ai within thirty (30) days after you first accept these Terms (or, for users who accepted an earlier version, within thirty (30) days after these Terms are first posted). Your notice must include your name, address, account email, and a clear statement that you want to opt out of arbitration. Opting out does not affect any other part of these Terms, and it will not affect your relationship with Edula.

17.10 Severability. If any part of this Section 17 is found unenforceable, the rest of it will remain in effect, except that if Section 17.7 is found unenforceable in its entirety, this entire Section 17 (other than 17.1 and 17.9) will be void and the Dispute will proceed in court under Section 18.2.

17.11 Survival. This Section 17 survives termination of these Terms and your account.

18. General Provisions

18.1 Governing law. These Terms and any Dispute are governed by the FAA and, to the extent not preempted, the laws of the State of California, without regard to conflict-of-laws rules. This choice of law does not deprive you of the protection of any mandatory consumer-protection or privacy law of the state where you live.

18.2 Venue. For any Dispute not subject to arbitration, you and Edula consent to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California.

18.3 Time limit to bring claims. To the extent permitted by law, any claim must be brought within one (1) year after it accrues, or it is permanently barred. This does not apply to residents of states where such a limitation is not enforceable.

18.4 Assignment. You may not assign or transfer these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law.

18.5 Force majeure. We are not liable for delay or failure to perform caused by events beyond our reasonable control, including natural disasters, pandemics, war, terrorism, labor disputes, internet or utility failures, or government action.

18.6 Entire agreement; severability; waiver. These Terms, the Privacy Policy, and any Additional Terms are the entire agreement between you and Edula about the Services and replace any prior agreements. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the rest will remain in effect (subject to Section 17.10). Our failure to enforce a provision is not a waiver.

18.7 No third-party beneficiaries. These Terms do not create any third-party beneficiary rights, except that the Edula Parties are intended beneficiaries of Sections 13 through 17.

18.8 Export and sanctions. You may not use the Services if you are located in, or are a resident of, a country or region subject to comprehensive U.S. sanctions, or are on a U.S. government restricted-party list.

18.9 Mobile app stores. If you download our app from the Apple App Store or Google Play, you also agree to the applicable store's terms.

18.10 Accessibility. We aim to make the Services accessible to people with disabilities. If you have difficulty accessing any part of the Services, contact support@edula.ai.

18.11 Interpretation. Headings are for convenience only. "Including" means "including without limitation."

19. State-Specific Notices

19.1 California residents. Under California Civil Code § 1789.3, California users are entitled to the following consumer rights notice: the Services are provided by Edula Inc. You may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

19.2 New Jersey residents. Provisions of these Terms that say they apply "to the fullest extent permitted by law" or similar do not apply to New Jersey residents to the extent New Jersey law prohibits them, and you retain all rights that cannot be waived under New Jersey law.

19.3 Other states. Some states do not allow certain disclaimers, releases, limitations of liability, or time limits, so those provisions may not apply to you, and you may have other rights that vary by state.

20. Contact Us

Edula Inc. support@edula.ai.