Last Modified: September 20, 2018

SCHOLARTREE INC.
TERMS AND CONDITIONS OF USE

Please read these terms and conditions of use as set out below (the “Terms”) carefully before using the scholartree.ca web site (the “Site”) and any other ScholarTree scholarship search, application management and/or advertising or marketing services (collectively with the Site, the “Service”). These Terms govern your access to and use of this Service, including the messages, information, data, text, software, images and other content that make up this Site (the “Content,” which content is part of this Service). These Terms exempt ScholarTree Inc. (“ScholarTree,” “we,” or “us”) and others from liability and/or limit our and their liability and contain other important provisions that apply to your use of the Service.

1. General

ScholarTree is an online platform that connects students to Organizations (as defined below) that offer scholarships. As such, there are certain aspects of the Service that we do not control, for example, the selection criteria for any scholarships made available on the Service. While we endeavor to ensure that the information included on the Service is accurate, we make no guarantee as to the accuracy or reliability of such information.

2. Terms of Use of Service

Your use of this Service is conditional on your acceptance of these Terms. By visiting or using this Service you agree on your own behalf, and on behalf of any Organization on whose behalf you may act (collectively referred to herein as “you”), to accept and abide by these Terms for each use of and each visit to this Service. You also agree to comply with our privacy statement available at https://scholartree.ca/privacy (the “Privacy Statement”).

If you are not entering into these Terms as an individual for yourself, you represent that you have the authority to enter into these Terms on behalf of your company or other person on whose behalf you may be entering into these Terms (“Organization”). As an Organization, any reference to “you” within these terms shall also jointly be a reference to your Organization.

If you do not agree to abide by these Terms, you cannot use this Service or register to become a member of this Service. You agree to have these Terms and any related information made available to you, and to otherwise have communications between you and us occur, electronically.

We have the right, in our sole discretion, to add to, remove, modify or otherwise change any part of these Terms, in whole or in part, at any time. If we exercise this right, the “Last Update” notice at the top of this document shall be amended to reflect the last date of such changes. Changes will be effective as of the date the changes to these Terms are posted to this Service. It is your responsibility to check these Terms each time you access this Service to determine whether any changes have been made, including by checking the date of the “Last Update” at the top of these Terms. If any change to these Terms is not acceptable to you, you must discontinue your use of this Service immediately. Your continued use of this Service after any such changes are posted will constitute acceptance of those changes. These Terms apply exclusively to your use of this Service and do not alter the terms or conditions of any other agreement you may have with us.

We may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of this Service, including: (i) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, this Service; (ii) removing, adding, modifying or otherwise changing any fees or charges arising out of use of this Service or any features of this Service; (iii) removing, adding, modifying or otherwise changing any Content on this Service, (iv) removing, adding, modifying or otherwise changing any aspects of a scholarship made available through the Service; and (v) removing, adding, modifying or otherwise changing any third party sponsorship associated with a scholarship or the Service generally. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of this Service at any time without notice, but confirm that we have no duty to do so.

By registering as a User or a Scholarship Provider on the Service, you represent that you have either reached the age of 18 or the age of “majority” or “legal responsibility” where you live or have valid parent or legal guardian consent to be bound by these Terms. If you do not know whether you have reached the age of “majority” or “legal responsibility” where you live, or do not understand this section, please ask your parent or legal guardian for help and consent before you register with us. If you are the parent or legal guardian of a minor who creates a User account, you and the minor accept and agree to be bound by these Terms and are responsible for all use of such account or Services, including purchases, whether the minor’s account is now open or created later.

3. Limited Licenses

Subject to these terms, you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited right and license to use this Service, including the Content therein accessible through this Service, solely for informational purposes and solely for your own personal use or your internal business use if you are an Organization.

You may not, nor may you cause or assist another to:

modify, reverse engineer, decompile, create derivative works from, or disassemble this Service for any reason whatsoever, including for the purpose of creating competitive products or services;
make false or misleading statements;
resell any Content or include any Content in or with any product that you create or distribute;
copy any Content onto your own or any other web site or into a database or mobile application;
use this Service in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, this Service or any other services, system resources, accounts, servers, networks, affiliated or linked sites connected to or accessible through this Service (including without limitation uploading, posting or otherwise transmitting on this Service any computer viruses, trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on the infrastructure of this Service);
use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this Service or the Content in whole or in part;
use this Service for commercial purposes or activities (other than as agreed between us in connection with the provision of a scholarship) including without limitation:
1. selling or offering to sell any goods or services;
2. soliciting for advertisers or sponsors;
3. soliciting for donations; or
4. sending unauthorized or unsolicited junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;
use this Service in any manner that may dilute or depreciate our name or reputation, our Marks (as defined below) or our affiliates or associates;
post any content (including Scholarship Provider Marks) to the Service that may infringe upon any third party copyright, registered patent(s), proprietary rights or Third Party Marks; or
interfere with any other persons’ use and enjoyment of this Service or of the Internet generally.

To the extent you are in breach of your obligations under these Terms, ScholarTree may investigate occurrences which may involve violations of such laws and co-operate with law enforcement authorities in prosecuting users who are involved in such violations. We reserve the right at all times to disclose any information (including without limitation your personal information or your identity) regarding your usage of this Service (including any perceived violations of applicable law), in each case as may be permitted by or required to satisfy applicable law. Moreover, ScholarTree reserves the right, exercisable in its sole discretion, to take any action to cure any risk or threat to the Services caused by a breach of your obligations.

4. Membership and Accounts

To use the Service, you must register for an account to become a member of the Service. Members of the Service include anyone who accesses the Service for any purpose other than providing a scholarship (“Users”) and anyone who accesses the Service for the purpose of providing a scholarship (“Scholarship Providers”).

To register for a User account:

As a User, you will be registered for an account when your register through the Service. In order to register you will be required to provide your name, password, and a valid email address. You must provide complete and accurate information to us and notify us if your information changes. Submission of such registration information does not guarantee that you will be allowed access to use the Service. In addition, in order to curate your experience on the Service and to connect you with as many scholarship opportunities as possible, ScholarTree will require additional information about you such as your city of residence, citizenship, heritage, ethnicity, religion, highschool, grade, grade average, program/school interests and any other information reasonably requested by us. Any personal information which ScholarTree collects via the Service is subject to our Privacy Statement. You hereby acknowledge that the collection, use and disclosure of your personal information pursuant to the Privacy Statement is for reasonable and appropriate purposes, and is with your knowledge and consent.
You may not share your User name or password with any other person. You are responsible for all activity occurring under your User account, and shall abide by all applicable local, provincial, state, national and foreign laws, treaties and regulations in connection with use of the Service, including those related to data privacy, international communications and the transmission of technical or personal information. You shall: (A) notify us immediately of any unauthorized use of any password or User account or any other known or suspected breach of security; and (B) not impersonate another person or provide false identity information to gain access to or use the Service. Without limitation, we may immediately remove or suspend any User account that falls, or is suspected of falling, under the scope of the foregoing paragraphs (A) or (B).
If you become aware of an unauthorized access to your account, you must change your password and notify us immediately. You agree to notify us promptly of any unauthorized use of your password and you will remain liable for any use of this Service to the extent permitted by law.
You must not use this Service in any manner that is unlawful (including by accessing this Service from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (this includes the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others.

To register for a Scholarship Provider account:

As a Scholarship Provider, you must register by providing a password, legal name or Company name and a valid email address. You must provide complete and accurate information to us and notify us if your information changes. Submission of such registration information does not guarantee that you will be allowed access to use the Service. In addition, in order to curate your experience on the Service and to connect you with as many students as possible, ScholarTree will require additional information about the scholarship you intend to provide such as the amount, the intended close date for applications, the selection criteria, any application forms or additional information required by you as well as any other information reasonably requested by us. Any personal information which ScholarTree collects via the Service is subject to our Privacy Statement. You hereby acknowledge that the collection, use and disclosure of your personal information pursuant to the Privacy Statement is for reasonable and appropriate purposes, and is with your knowledge and consent.
You may not share your user name or password with any other person. You are responsible for all activity occurring under your Scholarship Provider account, and shall abide by all applicable local, provincial, state, national and foreign laws, treaties and regulations in connection with use of the Service, including those related to data privacy, international communications and the transmission of technical or personal information. You shall: (A) notify us immediately of any unauthorized use of any password or Scholarship Provider account or any other known or suspected breach of security; and (B) not impersonate another person or provide false identity information to gain access to or use the Service. Without limitation, we may immediately remove or suspend any Scholarship Provider account that falls, or is suspected of falling, under the scope of the foregoing paragraphs (A) or (B).
If you become aware of an unauthorized access to your account, you must change your password and notify us immediately. You agree to notify us promptly of any unauthorized use of your password and you will remain liable for any use of this Service to the extent permitted by law.
You must not use this Service in any manner that is unlawful (including by accessing this Service from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (this includes the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others.
(e) You represent you will use the Services in accordance with Canada’s Anti-Spam Laws and, if necessary, enable ScholarTree to comply with such laws.

In these Terms, “Postings” refer to the text, images, comments, or other information posted by a Scholarship Provider and/or shared by a User through this Service including, but not limited to, information about a scholarship and User and Scholarship Provider profiles.

5. Responsibilities of Scholarship Providers

As a Scholarship Provider, you agree that you will oversee and manage each of your scholarships, for you or for your Organization as applicable, including the content of any Postings and any scholarship that you create. You must also:
1. create and approve scholarships;
2. ensure that all individuals who use your Scholarship Provider account abide by these Terms; and
3. remove Postings and scholarships from the Service that violate these Terms.
If you elect to send an electronic message through this Service (or otherwise) to a User, you are responsible for the content of such message and compliance with all applicable law, including anti-spam legislation.
You agree and acknowledge that ScholarTree has no control and assumes no responsibility regarding a User’s obligation to you or your Organization, as applicable, as a result of using this Service, including their conduct in respect of any scholarship made available by you.
As a Scholarship Provider, you hereby grant to ScholarTree a perpetual, non-exclusive, non-transferable, royalty-free right and license to use your trade name and logo as uploaded to the Service (collectively, the “Scholarship Provider Marks”), for use by ScholarTree for the purposes of publicizing any scholarship made available by you through the Service, creating your Scholarship Provider profile or, in ScholarTree’s sole discretion, publicising your scholarship through any other means ScholarTree may utilize.

6. Transaction Terms

Your use of certain services provided within the Service may be contingent upon your payment of fees, such fees are set out in the Service and as amended from time to time. Please note that prices and charges associated with this Service are set out in Canadian dollars.
ScholarTree (or a third party payment processor on our behalf) will invoice you on both a per transaction and subscription basis, as applicable, for fees due with respect to the Service, as well as any processing fee charged to ScholarTree by our third party payment processor, if applicable.
Payments may be processed on behalf of ScholarTree by a third party payment processor using their secure site. Upon submitting your order your information will be sent to the third party payment processor. Personal information that you submit during the payment process is subject to our Privacy Statement.
You are responsible for and agree to pay promptly, all charges to your account, including applicable taxes on use by you or anyone you allow to use your account and password to access this Service. You agree and accept responsibility for keeping all your account information current, including your name, address, payment information, telephone number, and email address.
ScholarTree reserves the right to change the prices, fees and charges associated with the Service at any time and from time to time without any notice or any liability to you or any other person. ScholarTree reserves the right to limit the Service provided to any user. ScholarTree also reserves the right at any time to reject, cancel or terminate any transaction.

7. Proprietary Rights

This Service is protected by international copyright laws and treaty provisions. Any unauthorized copying, redistribution, reproduction or modification of this Service (including any element of the Content) by any person may be a violation of trade-mark and/or copyright laws and could subject such person to legal action. You agree to comply with all copyright laws worldwide in your use of this Service and to prevent any unauthorized copying, redistribution, reproduction or modification of this Service or any of the Content.

Certain names, graphics, logos, icons, designs, words, titles and phrases on this Service, including without limitation “ScholarTree” constitute trade-marks, trade names, trade dress and associated products and services of ScholarTree or its affiliates (the “Marks”) or constitute trade-marks, trade names, trade dress and associated products and services of ScholarTree suppliers or other third parties (the “Third Party Marks”) and are protected in Canada and internationally and their display on this Service does not convey or create any licence or other rights in the Marks or the Third Party Marks. Any use of the Marks or the Third Party Marks, in whole or in part, without prior written authorization of ScholarTree or such third party, as applicable, is strictly prohibited.

8. Linked Services

Certain links on this Service or in Postings made or shared through this Service may take you to other web sites that are not owned or operated by ScholarTree. ScholarTree provides these links only as a convenience. ScholarTree is not responsible for the content of any such linked web sites. ScholarTree makes no representation or warranty regarding, and does not endorse, such linked web sites, the information or other content appearing thereon or any of the products or services available on or through such web sites. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. We welcome you to link to this Service. However, you agree that if you link to this Service you shall not (a) alter the visual presentation of this Service; (b) imply that ScholarTree is endorsing you or any other person, or your or such other person’s products or services; (c) imply an affiliation between you or any other person, or your or such other person’s products or services, and ScholarTree without the prior written consent of ScholarTree; (d) misrepresent the relationship of you or any other person with ScholarTree or present false, misleading or otherwise damaging information or impressions about ScholarTree or any of its products or services; or (e) contain materials that may be illegal or interpreted as distasteful, harmful, offensive, or inaccurate.

You acknowledge and agree that in no event will ScholarTree provide any form of remuneration for any links you may make to this Service.

9. Privacy Statement

Any personal information which ScholarTree collects via this Service is subject to the Privacy Statement available at https://scholartree.ca/privacy. When you interact with this Service, you agree that information about you and your use of this Service, including but not limited to, the type of device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing plugins that load in your browser may be communicated to us.

10. User and Scholarship Provider Information

Any non-identifiable information gathered by us through your use of this Service may be used by us for our own marketing, promotional and product development purposes and more specifically may be stored in a database and used by us to identify, customize and personalize user access, and assess utilization of this Service. Such information may be shared with our affiliates, suppliers, licensors, partners and clients in furtherance of the forgoing purposes.

11. User and Scholarship Provider Submissions (solicited and unsolicited)

Subject to any applicable law and the requirements of our Privacy Statement:
1. We do not wish to obtain unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products, goods, services or technologies, product enhancements, processes, materials, marketing plans, or new product names. Accordingly, please do not send any unsolicited ideas, suggestions or other materials (“Submissions”) to us.
2. Any communications sent by you to us via this Service or otherwise, including Submissions, whether solicited by us or otherwise, are on a non-confidential basis (other than personal information which is covered under our Privacy Statement), and we are free to use and disclose the content of any such communication, including without limitation any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including without limitation developing, manufacturing and/or marketing goods and services. You agree to not assert any ownership right of any kind in such communications (including without limitation copyright, trade-mark, patent, trade secret, unfair competition, moral rights, or implied contract) and you hereby waive such moral rights in favour of ScholarTree and its affiliates, licensees, successors and assignees. You also acknowledge that you have no right to receive any financial or other consideration in connection with such communication.
We are not obliged to monitor, screen, police or edit your use of this Service, including any Postings or other content you or others may contribute to this Service, although we may choose to do so in our sole discretion. We will respond as we consider appropriate, in our sole discretion, if we become aware of any inappropriate uses of this Service, including without limitation use that constitute copyright infringement.
Users of this Service may be permitted to create, submit, or share Postings to this Service. In submitting any Postings, you agree:
1. that you are solely responsible for your Postings and any other actions and communications undertaken or transmitted in the course of your usage of this Service, and that you will comply with all laws that apply or may apply to your use of or activities on this Service.
2. not to post any Postings that may: (A) harm, threaten, harass, abuse or intimidate any other person in any way; (B) involve materials that constitute, depict, promote, encourage, indicate, advocate or tend to incite the commission of a crime or other unlawful activities, violence, hatred, cruelty or discrimination against any individuals or groups, for any reason, or any act of cruelty to animals; (C) conceal or misrepresent the author or origin of any messages or communication, or that impersonate any person, or that falsely state or otherwise misrepresent an affiliation with any other person, including ScholarTree; or (D) disclose any private or personal information about any person without that person’s permission.
Comments or opinions expressed in each Posting are those of their respective contributors, and do not represent the views of ScholarTree. ScholarTree has no obligation to screen or censor any of the Postings, although as described above ScholarTree reserves the right to do so from time to time. As a result, ScholarTree has no control over, and disclaims any responsibility and liability for, the content, truth, accuracy, or completeness of any Posting, or the quality, safety or legality of the subject of the Posting. Each person making a Posting is solely responsible for the form, content and accuracy of such Posting. In addition, because user authentication on the Internet is difficult, ScholarTree cannot and does not confirm that each user is who they claim to be. As a result, you acknowledge there may be, and you assume all, risks associated with dealing with other Users with whom you come in contact through this Service, including without limitation risk of harm in dealing with strangers, foreign nationals, underage persons or people acting under false pretenses.

12. Disclaimer

We make no representation or warranty and there are no conditions of any kind regarding this Service, the Content, Postings, Users, Scholarship Providers or any scholarships made available through the Service, including without limitation any representation, warranty or condition regarding the accuracy, reliability, currency, or completeness of the Content, Postings, Users, Scholarship Providers or any scholarships made available through the Service, including that they are appropriate or available for use at any locations outside Canada. Accessing the Service, the Content, Postings, Users, Scholarship Providers or any scholarships made available through the Service from locations where the Service, the Content or the Postings is illegal is prohibited. Any diversion of the services and/or any Content, Postings, Users, Scholarship Providers or any scholarships made available through the Service contrary to Canadian law is also prohibited. If you access this Service from locations other than Canada, then you do so on your own initiative and you are solely responsible for compliance with all applicable laws.

You acknowledge and agree that this Service (including without limitation the Content, Postings, Users, Scholarship Providers or any scholarships made available through the Service) is provided on an “AS IS” basis and that any use of or reliance on this Service shall be at your sole risk.

We do not screen or censor the Postings, including any User or Scholarship Provider profiles or the Users or Scholarship Providers. We are not involved in, not party to, and do not control, the actual engagement between Scholarship Providers and Users. You agree that we are not responsible for the quality, safety, and condition of the any scholarships made available through the Service or profiles posted, the ability of Scholarship Providers to provide a scholarship or the ability or suitability of the Users for a scholarship.

SCHOLARTREE AND ITS AFFILIATES DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THOSE ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THIS SERVICE (INCLUDING THE CONTENT, POSTINGS, USERS, SCHOLARSHIP PROVIDERS AND ANY SCHOLARSHIPS MADE AVAILABLE THROUGH THE SERVICE). FOR GREATER CERTAINTY, SCHOLARTREE DOES NOT WARRANT THAT THIS SERVICE WILL (i) MEET YOUR REQUIREMENTS, (ii) BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE OR ANY RELATED EQUIPMENT, (iii) BE RELIABLE, ACCURATE, AUTHENTIC, CURRENT OR COMPLETE, (iv) CONTINUE TO OPERATE, (v) OPERATE WITHOUT INTERRUPTIONS, OR (vi) BE ERROR-FREE.

13. Limitation of Liability

YOU AGREE THAT IN NO EVENT WILL SCHOLARTREE AND ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY “SCHOLARTREE REPRESENTATIVES”) HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH THIS SERVICE, THE CONTENT, POSTINGS, USERS, SCHOLARSHIP PROVIDERS AND ANY SCHOLARSHIPS MADE AVAILABLE THROUGH THE SERVICE FOR ANY LOSSES OR DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE BASIS, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS OR REVENUE, LOSS OF GOODWILL OR OTHER ECONOMIC LOSS), ARISING FROM OR IN CONNECTION WITH OR RELATING TO THE USE OF OR ACCESS TO, OR ANY INCONVENIENCE, DELAY OR LOSS OF USE OF OR ACCESS TO, THIS SERVICE, CONTENT, POSTINGS, USERS, SCHOLARSHIP PROVIDERS, ANY SCHOLARSHIPS MADE AVAILABLE THROUGH THE SERVICE, POSTING OF THIRD PARTY MARKS, POSTING OF ANY INFRINGING SCHOLARSHIP PROVIDER MARKS OR ANY CONTENT OF ANY LINKED WEB SITE, OR FAILURE OF SUCH WEB SITES (INCLUDING WITHOUT LIMITATION ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH WEB SITES, CONTENT, POSTINGS, USERS OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM SUCH WEB SITES), EVEN IF WE OR ANY SCHOLARTREE REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF SUCH DAMAGE OR LOSS WAS FORESEEABLE.

YOU ACKNOWLEDGE THAT SCHOLARTREE ACTS AS TRUSTEE FOR THE SCHOLARTREE REPRESENTATIVES WITH RESPECT TO ALL RIGHTS CONTEMPLATED HEREUNDER ARISING IN FAVOUR OF AN SCHOLARTREE REPRESENTATIVE. SCHOLARTREE AGREES TO ACCEPT SUCH TRUST AND HOLD AND ENFORCE SUCH RIGHTS ON BEHALF OF EACH SCHOLARTREE REPRESENTATIVE.

IF FOR ANY REASON OR IN ANY CIRCUMSTANCE ANY SCHOLARTREE REPRESENTATIVES ARE FOUND LIABLE TO YOU, THE MAXIMUM AGGREGATE LIABILITY TO YOU, FOR ANY AND ALL CLAIMS ARISING IN ANY WAY FROM OR RELATING TO THE USE OF (OR INABILITY TO USE) THE SERVICE, THE CONTENT, THE POSTINGS OR ANY LINK, SCHOLARSHIP, PRODUCT OR SERVICE AVAILABLE THROUGH THE SERVICE OR RELATING TO THE SERVICE, OR ARISING OUT OF ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE SERVICE, RELATING TO THE SERVICE OR OTHERWISE, SHALL BE LIMITED TO THE FEES PAID BY YOU TO SCHOLARTREE IN THE 3 MONTHS PRECEDING SUCH CLAIM.

14. Indemnity

You will indemnify and hold the ScholarTree Representatives harmless from and against any claims brought by third parties arising out of your use of this Service, and any breach of these Terms by you, including any use of the Content other than as expressly authorized in these Terms. You agree that the ScholarTree Representatives will have no liability in connection with any such breach or unauthorized use or modification, and agree to indemnify against any and all resulting loss, damages, judgments, awards, costs, expenses, and lawyers’ fees of the ScholarTree Representatives in connection therewith.

15. Scholarship Provider Indemnity

You, as a Scholarship Provider, will indemnify and hold the ScholarTree Representatives harmless from and against any claims arising out of your provision of a scholarship and any agreement or breach of agreement between you and any Users, including by any terms that you include in your Postings about a scholarship. You agree that the ScholarTree Representatives will have no liability in connection with any such activities, and agree to indemnify against any and all resulting loss, damages, judgments, awards, costs, expenses, and lawyers’ fees of the ScholarTree Representatives in connection therewith.

16. Choice of law

You agree that all matters relating to the access to, or use of, this Service shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of laws principles, and that you will comply with all such applicable laws. Any dispute between us and you or any other person arising from, in connection with or relating to this Service, these Terms, any transaction through this Service or any related matters must be resolved before the Courts of the Province of Ontario, Canada sitting in the City of Toronto, and you hereby irrevocably submit and attorn to the exclusive jurisdiction of those Courts in respect of any such dispute.

17. Termination of Use

If you breach any provision of these Terms, then you may no longer use this Service. We, in our sole discretion, shall determine whether these Terms have been violated. You agree that we may, in our sole discretion, terminate or suspend your account with or without notice. Upon termination or suspension of your account, regardless of the reasons therefore, your right to use this Service immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this Service. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

18. General

These Terms constitute the entire agreement between us and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between us or our affiliates and you with respect to this subject matter. Notwithstanding the foregoing, if you and ScholarTree agree to a written agreement and such agreement expressly overrides these Terms, the provisions of such agreement will prevail. If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.

No waiver of or consent to depart from the requirements of any provision of these Terms will be binding unless it is in writing and signed by ScholarTree. You and ScholarTree are independent contractors, and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Terms.

The provisions of these Terms will enure to the benefit of and be binding upon you and ScholarTree and its respective successors and assigns, and, if you are contracting as an individual, your heirs, executors, administrators and personal representatives. You may not assign these Terms or your rights and obligations under these Terms without our express prior written consent, which may be withheld in our sole discretion. We may assign these Terms and our respective rights and obligations under these Terms without your consent.

19. Notices

All notices to us shall be in writing and shall be made via email. Notices to us must be sent to the attention of our customer service representatives at [email protected]. Notices to you may be sent, in our sole discretion, to the address or email address supplied by you as part of your membership. In addition, we may broadcast notices or messages through this Service to inform you of changes to this Service or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.

20. Language

The parties have required that this agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y attachent soient rédigés en langue anglaise.

SCHOLARTREE INC.TERMS AND CONDITIONS OF USE