TERMS AND CONDITIONS

THIS FOLLOWING USER AGREEMENT DESCRIBES THE TERMS AND CONDITIONS ON WHICH STOODNT INC. OFFERS YOU ACCESS TO THE STOODNT PLATFORM.

These terms of service constitute a legally binding agreement (the “Agreement”) between you (“you,” or “your”) and Stoodnt, Inc. (“Stoodnt” “we,” “us” or “our”), a Delaware corporation, governing your use of the Stoodnt application, website, and technology platform (collectively, the “Stoodnt Platform”).

The Stoodnt Platform provides a marketplace where persons who seek college admission and counseling services (“Customer”) can be matched with persons who provide college admission counseling services (“Counselors”) and use number of technology tools for their college admission process. Customer and Counselors are collectively referred to herein as “Users” and each User shall create a User account that enables such User to access the Stoodnt Platform. For purposes of this Agreement, the admission counseling services provided by College Admission Counselors to Customers (Parents and Students) that are matched through the Platform shall be referred to collectively as the “Services”.

IT IS UP TO THE COUNSELOR TO DECIDE WHETHER OR NOT TO OFFER COUNSELING SERVICES TO A CUSTOMER CONTACTED THROUGH THE STOODNT PLATFORM, AND IT IS UP TO THE CUSTOMER TO DECIDE WHETHER OR NOT TO ACCEPT A COUNSELING SERVICE FROM ANY COUNSELOR CONTACTED THROUGH THE STOODNT PLATFORM. ANY DECISION BY A USER TO OFFER OR ACCEPT SERVICES ONCE SUCH USER IS MATCHED THROUGH THE STOODNT PLATFORM IS A DECISION MADE IN SUCH USER’S SOLE DISCRETION.

These terms of use (“Agreement”) set forth the legally binding terms for your use of the Site and Services (whether as a Customer or as a Counselor). By registering for Services, you are accepting this Agreement and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement. If you do not agree with all of the provisions of this Agreement, you cannot use the Services.

In case you are located in the United States this Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.

Modification to the Agreement

We reserve the right to modify the terms and conditions of this Agreement at any time, effective upon posting the amended terms on this site. If we make changes, we will notify you by, at a minimum, revising the “Last Updated” date at the top of this Agreement. You are responsible for regularly reviewing this Agreement. Continued use of the Stoodnt Platform or Services after any such changes shall constitute your consent to such changes. If you do not agree to any such changes you may not use or access the Stoodnt Platform or the Services.

Our collection and use of personal information in connection with the Services is as provided in Stoodnt's Privacy Policy located at privacy page.

1. THE SERVICES

The Services constitute a technology platform that enables Customers of Stoodnt's mobile applications or websites provided as part of the Services (each, an "Application") to arrange and schedule consultations and/or services with Counselors of such services, including independent third party consultant providers under agreement with Stoodnt or certain of Stoodnt's affiliates ("Third Party Providers"). Unless otherwise agreed by Stoodnt in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use.

1.1 LICENSE

Subject to your compliance with these Terms, Stoodnt grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Stoodnt and Stoodnt's licensors.

1.2 RESTRICTIONS

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Stoodnt; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

1.3 THIRD PARTY SERVICES AND CONTENT

The Services may be made available or accessed in connection with third party services and content (including advertising) that Stoodnt does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Stoodnt does not endorse such third party services and content and in no event shall Stoodnt be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.

1.4 OWNERSHIP

The Services and all rights therein are and shall remain Stoodnt's property or the property of Stoodnt's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Stoodnt's company names, logos, product and service names, trademarks or services marks or those of Stoodnt's licensors.

2. YOUR USE OF THE SERVICES

2.1 USER ACCOUNTS

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account ("Account"). Account registration requires you to submit to Stoodnt certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Stoodnt's termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Stoodnt in writing, you may only possess one Account.

2.2 USER REQUIREMENTS AND CONDUCT

You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

2.3 COUNSELING SERVICES AND PACKAGES
  1. (a) The Marketplace. We provide a marketplace (“Marketplace”) where Customers can request counseling services for college admissions in U.S. We provide number of package options on counseling services that include number of Tasks, sub-services associated with the packages. An appropriate Task, by way of example, might be to provide counseling to students on what schools to apply to or another Task may be to review a student’s statement of purpose or college essays and provide feedback.

  2. (b) Customer Payments for Packages. After selecting a Counselor on our platform, Customers shall prepay for one or more counseling packages. Packages may consist of fixed number of sessions, and each session is defined as on average time of 45-75 minutes in length. These sessions may include, but not limited to, phone conversation, skype sessions, offline research and time invested by the counselor. Customer Payments for packages may be prepaid in installments and used against the services a counselor is going to provide to a Customer. Customer Payments for Tasks shall be in U.S. dollars unless a local currency option is offered by us.

  3. (c) Service Request Submittal. If you submit a counselor service request to the Marketplace you automatically become a Customer. Once you submit a service request for a Counselor to our Marketplace, it remains there until it is accepted by a Counselor or is removed by Customer Service. The Counselor who completes the college counseling service request provides the end-to-end services as listed in the package bought by the customer. These paid packages are valid for 18 months from the purchase of the package and this time frame may change. For latest validity of the package, please look at services page

  4. (d) Required Information. Each service request from a Customer should consist of (A) counseling package (B) student details as required for a Counselor to complete the counseling services.

  5. (e) Counseling Service Request Claim by a Counselor. We will monitor the Marketplace to ensure that every service request is claimed by a Counselor in a timely manner. Requests which aren’t claimed by a Counselor within a reasonable amount of time, the duration of which is our sole discretion, will be removed from the Marketplace and sent to Customer Service for review. A Customer Service representative will contact the Customer who submitted such a service request to suggest changes which will increase the likelihood of a Counselor claiming the request.

  6. (f) Counseling Service Completion. Each Counselor agrees to use their best effort to complete each counseling services package accepted by the Counselor and a Customer.

  7. (g) Time to Complete the Counseling Session. After a Counselor claims a counseling service package, such Counselor has one year to complete it. (ii) Services Not Completed On Time. A service that is not completed within the timeframe specified on the Site will automatically return to the Marketplace and Counselor will not be credited for the work done on such Service.

  8. (h) Completion of a session or Task within counseling package. When a Counselor completes a Task or a session with Customers, such Counselor will submit the session details on the Site. These details may get shared with the customer and get rated by the customer to monitor the quality of ongoing services.

  9. (i) Customer Session or Task Acceptance based on the service package. When a Counseling Session or Task is complete, the Customer who bought the counseling packages receive an email from us to notify completion of a counseling package task or session. A session is considered “accepted” by the Customer (i) when the Customer clicks on the "Approve" button, (ii) if it is not declined by the Customer within 72 hours after notification of the Session Delivery, or (iii) if it is deemed accepted by Customer Service.

  10. (j) Counselor Payment. A Counselor is only paid if and when session or task delivery is accepted by Customer. When a Customer accepts session or task completion from a Counselor, Counselor’s Stoodnt Account is credited with the counselor fee pursuant to Section 3.3.

  11. (k) Counseling Disputes.

  12. (i) Resolution with Counselor. If a Customer is not satisfied with the Counselor session and has not clicked the “Approve” button, the Customer may notify of such dissatisfaction within 72 hours of the service provided and the session will be returned to the Counselor for further engagement with the Customer. The Counselor will attempt to make modifications to make the counseling session fit Customer's reasonable expectations. If a Customer is still not satisfied with the counseling sessions or counseling services, Customer may contact Customer Service. Customer Service will review the specifications, the delivery of session or counseling task and Customer's claims. (A) If Customer Service determines that Counselor had failed to follow required quality, Customer will be deemed not to have accepted the counseling session or task Delivery, and Customer will have another opportunity get a different Counselor in the Marketplace. (B) If Customer Service determines that either (1) Customer's demands with respect to counseling session or task delivery are not reasonable given the specification, (2) Customer is being actively malicious, (3) Customer has not provided enough guidance, direction, or instruction to the Counselor resulting in the need for multiple edits or multiple sessions or (4) Customer's request was too complex or time-consuming to constitute a session, the Customer will be deemed to have accepted the Session Delivery, and will be charged the Fee (or be ineligible for a refund if prepaid).

2.4 PROMOTIONAL CODES

Stoodnt may, in Stoodnt's sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider's services, subject to any additional terms that Stoodnt establishes on a per promotional code basis ("Promo Codes"). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Stoodnt; (iii) may be disabled by Stoodnt at any time for any reason without liability to Stoodnt; (iv) may only be used pursuant to the specific terms that Stoodnt establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Stoodnt reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Stoodnt determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

2.5 USER PROVIDED CONTENT

Stoodnt may, in Stoodnt's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Stoodnt through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Stoodnt, you grant Stoodnt a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Stoodnt's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Stoodnt the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Stoodnt's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Stoodnt in its sole discretion, whether or not such material may be protected by law. Stoodnt may, but shall not be obligated to, review, monitor, or remove User Content, at Stoodnt's sole discretion and at any time and for any reason, without notice to you.

2.6 NETWORK ACCESS AND DEVICES

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Stoodnt does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

3. PAYMENT TERMS

Customer understands that use of the Services may result in charges to the Customer for the services or goods received from a Counselor ("Charges"). After the Customer has received services or goods obtained through use of the Service, Stoodnt will facilitate payment of the applicable Charges on behalf of the Counselor, as such Counselor’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by Customer to the Counselor. Charges will be inclusive of applicable taxes where required by law. Charges paid by Customer are final and non-refundable, unless otherwise determined by Stoodnt.

All Charges are due immediately and payment will be facilitated by Stoodnt using the preferred payment method designated in Customer’s Account, after which Stoodnt will send the Customer a receipt by email. If Customer’s primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, Customer agrees that Stoodnt may, as the Counselor's limited payment collection agent, use a secondary payment method in Customer’s Account, if available

As between Customer and Stoodnt, Stoodnt reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Stoodnt's sole discretion. Further, Customer acknowledges and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. Stoodnt will use reasonable efforts to inform the Customer of Charges that may apply, provided that the Customer will be responsible for Charges incurred under Customer’s Account regardless of Customer’s awareness of such Charges or the amounts thereof. Stoodnt may from time to time provide certain Customers with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and Customer agrees that such promotional offers and discounts, unless also made available to the Customer, shall have no bearing on Customer’s use of the Services or the Charges applied to the Customer.

3.1 PAYMENT AND DELIVERY OF SERVICES

For the Counseling services and packages, (a) Customer will pay the Customer Payment to Stoodnt and Stoodnt will pay Counselor the Services Fee (subject to first receiving payment from Customer), and (b) Counselor will ensure he or she have provided the services listed in the counseling service package purchased by the customer. The “Customer Payment” means (i) the price selected by Customer when Customer selected a service package listed at services page

3.2 REFUNDS

Refunds will be paid to Customer using the same payment methods Customer used to remit the Customer Payment to Stoodnt or via any other method specified by Stoodnt from time to time. If a refund is paid to Customer or a credit card charge back occurs, then: (a) Counselor must reimburse Stoodnt for the applicable Counselor Fee (the reimbursement will first be paid out of any reimbursements owed to Counselor by Stoodnt and any remaining debt will be payable by Counselor to Stoodnt on demand); and (b) Customer will initially receive the amount of the Customer Payment, less the Counselor Fees for services delivered to date. Stoodnt may refund Customers for the following reasons: (i) the Counselor services offered by the assigned counselor is not meeting quality service expectations; (ii) Stoodnt is required by law or considers that it is required by law to do so; (iii) Stoodnt determines that issuing a refund to Customer will avoid any dispute or increased costs to Stoodnt; (iv) Stoodnt issues the refund to Customer in accordance with any refund policy specified from time to time; (v) the order placed (or request made) by Customer is found to be fraudulent; (vi) Customer placed a duplicate order (or request) in error;

3.3 COUNSELOR PAYMENTS

 The Counselor Fee will be paid to Counselor in USD credits as a percentage (75%) of the service package price net of Stoodnt service fees (Stoodnt Service Fees) for payment processing, customer acquisition, technology platform services and customer support. These Stoodnt Service Fees may change from time to time. Counselor has the option to opt-out of the changes if they desire so to do at anytime. These USD credits (net of Stoodnt Service Fees) will get credited into Counselor online account with Stoodnt 7 days after the counseling session or service is delivered. For example if Customer has purchased a BYO counseling package of 10 sessions for $2000, Stoodnt will divide total package fees into 10 equal sessions ($200/session) and credit Counselors account 7 days after completion of each session with ($200-Stoodnt Service Fees). For comprehensive unlimited session package, counselor will get paid assuming an average of 15 session package.

The balance of any Stoodnt Credits held by a Customer may be reduced at any time by Stoodnt for charge-backs or refunds, or for any amount owing by you to Stoodnt, to compensate Stoodnt for any loss it has suffered as a result of any breach of this Agreement by you. Provided that the Customer is not in breach of this Agreement and your Account is not suspended, Customer may at any time (and Stoodnt may require Customer to at any time) convert Currency Credits which the Customer holds in their Account to U.S. dollars or any other currency specified by Stoodnt from time to time. Any such payments will be subject to any minimum or maximum withdrawal amounts set by Stoodnt, to address, for example, charge-backs and refunds. Stoodnt is not an escrow service and does not hold property on behalf of any person. All amounts deposited or paid to Stoodnt are property of Stoodnt and Stoodnt may use those funds as it sees fit. The only rights that the Customer has to receive payment of any amounts held by Stoodnt are as set out in this Section. Upon termination of this Agreement, the Customer may convert Currency Credits described above.

3.4 GENERAL TERM PAYMENTS

All payment will be in the local currency based on the location of the Site. You agree that you are responsible for the collection and/or payment of all Taxes which you may be liable for in any jurisdiction arising from your counseling services. Stoodnt is not responsible for collecting, reporting, paying, or remitting to you any such Taxes. “Taxes” means any applicable duties, sales taxes, GST, VAT or other taxes which may be levied in respect of a transaction contemplated by this Agreement.

4. EXCLUSIVITY AND NON-CIRCUMVENTION

4.1 ELCLUSIVITY

You acknowledge and agree that a substantial portion of the compensation Stoodnt receives for making the Site available to you is collected as fees deducted from the Customer Payment which is only deducted when a Customer pays and Counselor receives payment through the Site. Therefore, for 24 months from the time you meet any party through the Site (the "Exclusivity Period"), you must use the Stoodnt Services as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the "Stoodnt Relationship"). You may opt-out of this obligation only if Customer or prospective Customer pays Stoodnt an "Opt-Out Fee" computed to be the greater of the following amounts:

  1.  

    (a) $2,000; or

  2.  

    (b) 25% of the cost to the Customer of the services to be performed in the Stoodnt’s Relationship during the Exclusivity Period, as estimated in good faith by the prospective Customer.

To pay the Opt-Out Fee, you must request instructions by sending an email message to support@stoodnt.com

4.2 NON-CIRCUMVENTION

You agree not to circumvent the payment methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:

  1. (a) Submit proposals or solicit parties identified through the Site to contact, hire, manage, or pay outside the Site.

  2. (b) Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.

  3. (c) Cancel any service contract for the purpose of contracting separately with a counselor who Customer meets through the Site.

  4. (d) Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client and Counselor

You agree to notify Stoodnt immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to us by sending an email message to: support@stoodnt.com

5. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY

5.1 DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." STOODNT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, STOODNT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. STOODNT DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

5.2 LIMITATION OF LIABILITY

STOODNT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF STOODNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. STOODNT SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF STOODNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. STOODNT SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND STOODNT'S REASONABLE CONTROL.

5.3 INDEMNITY

You agree to indemnify and hold Stoodnt and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Stoodnt's use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

6. DISPUTE RESOLUTION

6.1 ARBITRATION

You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration between you and Stoodnt, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Stoodnt are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Stoodnt otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

6.2 ARBITRATION RULES AND GOVERNING LAW

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

6.3 ARBITRATION PROCESS

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

6.4 ARBITRATION LOCATION AND PROCEDURE

Unless you and Stoodnt otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Stoodnt submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

6.5 ARBITRATOR'S DECISION

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Stoodnt will not seek, and hereby waives all rights Stoodnt may have under applicable law to recover, attorneys' fees and expenses if Stoodnt prevail in arbitration.

6.6 FEES

Your responsibility is to pay any legal filing, administrative and arbitrator fees for your legal claims, court and arbitration filings.

6.7 CHANGES

Notwithstanding the provisions of the modification-related provisions above, if Stoodnt changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing Stoodnt written notice of such rejection by mail or hand delivery to: Stoodnt USA, LLC, Attn: Dispute Resolutions, or by email from the email address associated with your Account to: support@stoodnt.com, within 30 days of the date such change became effective, as indicated in the "Last update" date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and Stoodnt in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

7. OTHER PROVISIONS

7.1 CHOICE OF LAW

These Terms are governed by and construed in accordance with the laws of the State of California, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.

7.2 CLAIMS OF COPYRIGHT INFRINGEMENT

Claims of copyright infringement should be sent to support@stoodnt.com. Please visit Stoodnt's web www.stoodnt.com for the designated address and additional information.

7.3 NOTICE

Stoodnt may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Stoodnt, with such notice deemed given when received by Stoodnt, at any time by first class mail or pre-paid post to Stoodnt USA, LLC, Attn: User Notices

7.4 GENERAL

You may not assign these Terms without Stoodnt's prior written approval. Stoodnt may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Stoodnt's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Stoodnt or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Stoodnt's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Stoodnt in writing.