Terms of Use

Welcome and thank you for your interest in Eduly, a service made available by Eduly, Inc. ("Eduly", "we", "us", or "our"). This Terms of Use Agreement ("Terms of Use", and together with any applicable Supplemental Terms, the "Agreement") describes the terms and conditions that apply to your use of (i) our website located at https://www.eduly.com and its subdomains (collectively, the "Website"), (ii) the software-as-a-service platform that we offer through the Website ("Platform"), and (iii) the products, services, content, and other resources available on or enabled via our Website and Platform, including our AI matchmaker chatbot and other generative artificial intelligence tools (collectively, the "Service").

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR ACCESSING THE PLATFORM, YOU REPRESENT THAT:

1. YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT;
2. YOU ARE AT LEAST THIRTEEN (13) YEARS OF AGE AND ARE NOT BARRED FROM USING THE SERVICE UNDER APPLICABLE LAWS;
3. IF YOU ARE UNDER THE AGE OF EIGHTEEN (18), YOU ARE ACCESSING AND USING THE SERVICE UNDER THE GUIDANCE OF A PARENT OR GUARDIAN WHO IS AGREEING TO THE AGREEMENT ON YOUR BEHALF; AND
4. YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY YOU REPRESENT.

1. Use of the Service

1.1 Access Rights. Subject to your compliance with this Agreement, Eduly grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access the Website and Platform solely for your own personal, non-commercial purposes.

1.2 Supplemental Terms. Your use of certain features of the Service may be subject to additional terms ("Supplemental Terms"). If these Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to that feature.

1.3 Updates. You acknowledge that Eduly may update, modify, or discontinue the Service (or any part thereof) at any time with or without notice to you.

1.4 Chatbot & AI Matchmaker. Eduly provides conversational AI chatbot tools designed to assist in matching users with opportunities, activities, and brainstorming ideas. By using these features, you authorize Eduly to share inputs with third-party artificial intelligence providers to the extent required to process requests. You acknowledge that AI systems are statistical models and may occasionally provide inaccurate, incomplete, or false information. Eduly is not liable for any inaccuracies, and your reliance on chatbot-generated outputs is at your own risk.

2. Registration

2.1 Registering Your Account. To access certain features of the Service, you may be required to register an account ("Account").

2.2 Registration Data. You agree to provide true, accurate, current, and complete information during registration ("Registration Data") and to update it promptly to keep it accurate.

2.3 Your Account. You have no ownership or property interest in your Account. You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your Account. You must immediately notify Eduly of any unauthorized use of your password or breach of security. Parents or guardians who accept this Agreement on behalf of a minor are responsible for supervising the minor's account.

3. Content

3.1 Types of Content. You may upload, input, or share documents, data, text, or materials ("Content") through the Service, including by way of chatbot prompts and questions (collectively, "Input"). You are solely responsible for all Input you make available. In response to your Input, the Service may generate new or revised content ("Output").

3.2 Ownership of Content. Eduly does not claim ownership of your Input or Output (collectively, "Your Content"). As between you and Eduly, you own Your Content. However, you acknowledge that due to the nature of machine learning, Outputs may not be unique across users and identical prompts may yield similar results for other users.

3.3 License to Your Content. You grant Eduly a non-exclusive, transferable, perpetual, irrevocable, worldwide, royalty-free, sublicensable right and license to use, host, copy, reproduce, modify, adapt, publish, distribute, and display Your Content solely for our lawful business purposes. This includes operating and providing the Service, improving our machine learning models, training AI algorithms, and generating aggregated insights.

3.4 AI Services. Our Service utilizes third-party artificial intelligence and deep learning platforms ("AI Services"). By using the Service, you agree that your Inputs may be shared with these third-party providers. You assume all risks associated with sharing sensitive information and understand that AI Services may retain rights to train their own models on user data.

3.5 Content Restrictions. You agree not to upload or create content that is unlawful, harmful, threatening, abusive, defamatory, harassing, infringing, or contains malicious code, medical records, or government ID information.

4. Ownership of the Service

4.1 The Service. Except with respect to Your Content, Eduly and its licensors own all rights, title, and interest in the Service, including all code, software, algorithms, designs, graphics, and improvements. You agree not to remove or obscure any copyright, trademark, or proprietary notices.

4.2 Feedback. Any suggestions, ideas, or feedback you submit to Eduly ("Feedback") is submitted at your own risk. You grant Eduly an irrevocable, worldwide, royalty-free, perpetual, sublicensable license to use and exploit such Feedback for any purpose without confidentiality obligations or compensation to you.

5. User Conduct and Restrictions

As a condition of your use of the Service, you agree not to:

• Sublicense, sell, rent, lease, or commercially exploit the Service.
• Frame, mirror, or enclose any trademarks or logos of Eduly.
• Decompile, reverse engineer, disassemble, or attempt to derive the source code of the Platform.
• Use scrapers, crawlers, spiders, or automated bots to extract data from the Platform.
• Interfere with, disrupt, or bypass the security features of the Service.

6. Investigations & Monitoring

Eduly reserves the right, but has no obligation, to monitor, review, or pre-screen any Content or user activity on the Platform. By using the Service, you consent to such monitoring and acknowledge that you have no expectation of privacy regarding transmissions made through the chatbot or public features of the Service.

7. Third-Party Services

The Service may contain links to third-party websites, applications, and advertisements (collectively, "Third-Party Services"). Eduly is not responsible for, does not control, and does not endorse any Third-Party Services. You use all links and Third-Party Services at your own risk.

8. Disclaimer of Warranties

THE SERVICE AND ALL AI MATCHMAKER RECOMMENDATIONS, SCHEDULING DISCOVERIES, AND ROADMAPS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. EDULY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

No Guarantees. Eduly makes no warranty or guarantee regarding any academic outcomes, college admissions, scholarship awards, or acceptance into programs. The Service is an advisory planning aid, and you are solely responsible for verifying deadlines and application rules directly with institutions.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, EDULY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF THESE TERMS OR YOUR USE OF THE SERVICE SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).

10. Intellectual Property Claims

If you believe that your copyrighted work or trademark has been copied and is accessible on the Service in a way that constitutes infringement, please submit a written notice to our designated copyright agent at support@eduly.com containing a description of the copyrighted work, its location on our Service, and your contact information.

11. Term & Termination

This Agreement commences on the date you accept these Terms and remains in effect while you use the Service. Eduly may suspend or terminate your Account and right to use the Service at any time, with or without cause, in our sole discretion.

12. International Users

The Service is controlled and offered by Eduly from its facilities in the United States. Eduly makes no representation that the Service is appropriate or available for use in other jurisdictions. Those who access the Service from outside the United States do so at their own risk and are responsible for compliance with local laws.

13. Dispute Resolution & Governing Law

This Agreement and any action related thereto will be governed by the laws of the State of Delaware, consistent with the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

14. Arbitration Agreement

14.1 Applicability of Arbitration. You and Eduly agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Service (each, a "Dispute") will be resolved by binding arbitration rather than in court, except that (i) you or Eduly may assert claims in small claims court if they qualify, and (ii) you or Eduly may seek equitable relief for infringement or misuse of intellectual property rights.

14.2 Waiver of Jury Trial & Class Actions. YOU AND EDULY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. YOU AGREE TO RESOLVE DISPUTES SOLELY ON AN INDIVIDUAL BASIS AND WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

14.3 Rules and Forum. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules. Unless you and Eduly agree otherwise, the arbitration will be conducted in the county where you reside.

14.4 Opt-Out Right. You have the right to opt out of the arbitration provisions within thirty (30) days of first becoming subject to them by sending a written notice of your decision to opt out to support@eduly.com.

15. General Provisions

15.1 Electronic Communications. You consent to receive communications from Eduly in electronic form, satisfying any legal requirement that such communications be in writing.

15.2 Force Majeure. Eduly shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control.

15.3 Severability & Entire Agreement. If any provision of this Agreement is held invalid or unenforceable, that portion will be severed, and the remaining portions will remain in full force and effect. This Agreement constitutes the entire agreement between you and Eduly regarding the Service.