Students Upload Terms of Service

Last Modified: 2023-05-02

Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Students Upload Platform, you agree to comply with and be bound by these Terms.

Please note: Section 17 of these Terms contains an arbitration clause and class action waiver that applies to all Students Upload Customers. It affects how disputes with Students Upload are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.

Thank you for using Students Upload!

These Terms constitute a legally binding agreement (“Agreement“) between you and Students Upload (as defined below) governing your access to and use of the Students Upload website, including any subdomains thereof, and any other websites through which Students Upload makes its services available (collectively, “Site“), our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application“) and all associated services, including payment processing and managing the Site and Application (collectively, “Services“). The Site, Application and Students Upload Services together are hereinafter collectively referred to as the “Students Upload Platform”. Our Policies applicable to your use of the Students Upload Platform are incorporated by reference into this Agreement and can be accessed via the Students Upload Platform.

When these Terms mention “Students Upload,” “we,” “us,” or “our,” it refers to the Students Upload Inc., at 23 Heaver Drive, Whitby, Ontario L1N 9K4.

Our collection and use of personal information in connection with your access to and use of the Students Upload Platform is described in our Privacy Policy.

Any and all payment processing services through or in connection with your use of the Students Upload Platform (“Payment Services“) are provided to you by Students Upload as set out in the relevant portion of these Terms (“Payments Terms“).

Customers and Vendors (as defined below) alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings and Services (as defined below). For example, some schools have rules and regulations that restrict their ability to distribute educational materials, even if it was prepared, written and submitted by you. In other instances, the submission of works from multiple authors may infringe the intellectual property rights of certain third parties. Customers and Vendors are each alone responsible for identifying and obtaining any required consents and permissions required to participate in the Services. Certain types of activities may be prohibited altogether. Penalties may include fines or other enforcement. We may provide some information on the Students Upload Platform to help you identify some of the obligations that apply to you. If you have questions about how local laws, rules or regulations that apply to your Listing(s) and Service(s) on The Students Upload Platform, you should always seek legal guidance.

Scope of Students Upload Services
Eligibility, Using the Students Upload Platform, Member Verification
Modification of these Terms
Account Registration
Content
Service Fees
Terms Specific to all Listings
Payment Terms
Terms Specific to all Customers
Rounding off
Taxes
Prohibited Activities
Term and Termination, Suspension and other Measures
Disclaimers
Liability
Indemnification
Dispute Resolution
Feedback
Applicable Law and Jurisdiction
General Provisions

1. Scope of Students Upload Services

1.1 The Students Upload Platform is an online marketplace that enables registered users (“Members”) and certain third parties who offer Materials (as defined below) to publish such Materials on the Students Upload Platform (“Listings”) and to communicate and transact directly with Members that are seeking to purchase such Materials. Members may use the Materials for themselves or for the benefit of another third party, such as a minor child (Members that are using Materials are “Customers” and any any third party using the Materials purchased by a Member for the third party’s benefit are “Additional Users”). Members and third parties who upload materials to the Students Upload Platform are “Vendors” and the materials they upload are “Materials”. Members may use the Students Upload Platform to search for, download, upload or access Materials made available on the Students Upload Platform.

1.2 As the provider of the Students Upload Platform, Students Upload does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Materials. Members alone are responsible for their Listings and Materials. When Members purchase and sell Materials, they are entering into a contract directly with each other. Students Upload is not and does not become a party to or other participant in any contractual relationship between Members. Students Upload is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms.

1.3 While we may help facilitate the resolution of disputes, Students Upload has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Materials or Listings, (ii) the truth or accuracy of any Collective Content (as defined below), or (iii) the performance or conduct of any third party. Students Upload does not endorse any Materials or Listings. You should always exercise due diligence and care when deciding whether to participate in or use any Materials.

1.4 If you choose to use the Students Upload Platform as a Vendor, your relationship with Students Upload is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Students Upload for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Students Upload. Students Upload does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with the provision of any Materials. You acknowledge and agree that you have complete discretion whether to use any Materials or withdraw from any Students Upload Services or otherwise engage in other activities on the Students Upload Platform.

1.5 To promote the Students Upload Platform and to increase the exposure of Listings to potential Members, Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Customers who speak different languages, Collective Content may be translated, in whole or in part, into other languages. Students Upload cannot guarantee the accuracy or quality of such translations and Customers are responsible for reviewing and verifying the accuracy of such translations. The Students Upload Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.6 The Students Upload Platform may contain links to third-party websites, resources, services or products (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Students Upload is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Students Upload of such Third-Party Services.

1.7 Due to the nature of the Internet, Students Upload cannot guarantee the continuous and uninterrupted availability and accessibility of the Students Upload Platform. Students Upload may restrict the availability of the Students Upload Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Students Upload Platform. Students Upload may improve, enhance and modify the Students Upload Platform and introduce new Students Upload Services from time to time.

1.8 You acknowledge that nothing on the Students Upload Platform, including any Students Upload Content, should be construed as an offer to sell, a solicitation of an offer to buy or a recommendation for any products or services made available by Students Upload or any third party. The information made available by or through Students Upload should only be used for your own personal information and educational purposes.

2. Eligibility, Using the Students Upload Platform, Member Verification

2.1 In order to access and use the Students Upload Platform or register a Students Upload Account you must be an individual at least 18 years old and able to enter into legally binding contracts.

2.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your Material(s) are located or take place in a country that is subject to a Canadian or U.S. Government embargo, or that has been designated by the Canadian or U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any Canadian or U.S. Government list of prohibited or restricted parties.

2.3 Students Upload may make access to and use of the Students Upload Platform, or certain areas or features of the Students Upload Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting financial thresholds or a Member’s payment history.

2.4 For transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Customers to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Customers, (ii) screen Customers against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports or request that you obtain report from public records of criminal convictions or an equivalent version of background checks in your local jurisdiction (if available).

2.5 The access to or use of certain areas and features of the Students Upload Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Students Upload Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Students Upload Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.

3. Modification of these Terms

Students Upload reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Students Upload Platform. Changes to these Terms shall be effective upon posting, and you understand and agree that if you use the Students Upload Platform after the date on which the Terms have changed, Students Upload will treat your access to or use of the Students Upload Platform as acceptance of the revised Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement, your continued access to or use of the Students Upload Platform will constitute acceptance of the revised Terms.

4. Account Registration

4.1 You must register an account (“Students Upload Account“) to access and use certain features of the Students Upload Platform, such as viewing, expressing interest in, purchasing or using any Students Upload Services or Materials on the Students Upload Platform. You must be of legal age to form a binding contract to register an account (in many jurisdictions, this age is 18). If you are not yet of legal age to form a binding contract, then you must get your parent or legal guardian to read these Terms and agree to them for you before they use the Students Upload Platform for your benefit. If you are a parent or legal guardian and you provide your consent to your child’s use of the Students Upload Platform or any Students Upload Services and Materials, then you agree to be bound by these Terms with respect to your child’s use of the Students Upload Platform and any Students Upload Services and Materials therein.

4.2 You can register a Students Upload Account by submitting your first and last name, date of birth, email address, home address, residency status and language(s). Once you have submitted all required information, Members can choose whether the account is a Customer account or Vendor account, provided that if a Member chooses a Vendor account they may also use the same account as a Customer but a Customer account cannot be used as a Vendor account. Students Upload may also request access and permission to your banking information, as further specified in our Privacy policy.

4.3 You must provide accurate, current and complete information during the registration process and keep your Students Upload Account and public Students Upload Account profile page information up-to-date at all times.

4.4 You may not register more than one (1) Students Upload Account unless Students Upload authorizes you to do so. You may not assign or otherwise transfer your Students Upload Account to another party.

4.5 You are responsible for maintaining the confidentiality and security of your Students Upload Account credentials and may not disclose your credentials to any third party. You must immediately notify Students Upload if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Students Upload Account. You are liable for any and all activities conducted through your Students Upload Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

4.6 No third party is authorized by Students Upload to ask for your credentials, and you shall not request the credentials of another Member.

4.7 All Students Upload Accounts are subject to an internal review and approval by Students Upload. Students Upload may terminate your Students Upload Account at any time in their sole discretion, and you will be notified of such termination. Additionally, Students Upload may choose to not approve your Students Upload Account upon completing its internal review and audit.

5. Content

5.1 Students Upload may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Students Upload Platform (“Member Content“); and (ii) access and view Member Content and any content that Students Upload itself makes available on or through the Students Upload Platform, including proprietary Students Upload content and any content licensed or authorized for use by or through Students Upload from a third party (“Students Upload Content” and together with Member Content, “Collective Content“).

5.2 The Students Upload Platform, Students Upload Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Canada and other countries. You acknowledge and agree that the Students Upload Platform and Students Upload Content, including all associated intellectual property rights, are the exclusive property of Students Upload and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Students Upload Platform and Students Upload Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Students Upload used on or in connection with the Students Upload Platform and Students Upload Content are trademarks or registered trademarks of Students Upload in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Students Upload Platform, Students Upload Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Students Upload Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Students Upload or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 Subject to your compliance with these Terms, Students Upload grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application (if any) on your personal device(s); and (ii) access and view any Collective Content made available on or through the Students Upload Platform and accessible to you, solely for your personal and non-commercial use.

5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the Students Upload Platform, you grant to Students Upload a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide the Students Upload Platform, in any media or platform. Insofar as Member Content includes personal information, such Member Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, Students Upload does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.

5.6 You are solely responsible for all Member Content that you make available on or through the Students Upload Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Students Upload Platform or you have all rights, licenses, consents and releases that are necessary to grant to Students Upload the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Students Upload’s use of the Member Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.7 You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates these Terms. Students Upload may, without prior notice, remove or disable access to any Member Account or Member Content that Students Upload finds to be in violation of applicable law, these Terms or Students Upload’ then-current policies and standards, or otherwise may be harmful or objectionable to Students Upload, its Customers, third parties, or property.

5.8 Students Upload respects copyright law and expects its Customers to do the same. If you believe that any content on the Students Upload Platform infringes copyrights you own, please contact us.

6. Service Fees

6.1 Students Upload may charge fees to Customers (“Service Fees“) in consideration for the use of the Students Upload Platform. More information about when Service Fees apply and how they are calculated can be found on our Service Fees page.

6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to Customers prior to purchasing any Materials. The total fees for the purchase of Materials (“Material Fees”, and together with Service Fees, the “Total Fees”) will also be displayed at the same time as any applicable Service Fees. Students Upload reserves the right to change the Service Fees at any time by posting such changes on the Students Upload Platform.

6.3 You are responsible for paying any Service Fees that you owe to Students Upload. The applicable Service Fees (including any applicable Taxes) are collected by Students Upload automatically when you make payment for any Materials. Students Upload will deduct any Service Fees before making payment owed to Vendors. Except as otherwise provided on the Students Upload Platform, Service Fees are non-refundable.

7. Terms Specific To Members

7.1 Terms applicable to all Listings

7.1.1 When creating a Listing through the Students Upload Platform you must (i) provide complete and accurate information about your Materials (such as listing description, subject matter and context), (ii) submit an adequate and accessible copy of the Materials, (iii) a sample of the content to display to Members, and (iv) provide any other pertinent information requested by Students Upload. You are responsible for keeping your Listing information up-to-date at all times.

7.1.2 You are solely responsible for setting a price (including any Taxes if applicable) for your Listing (“Listing Fee”). Once Member(s) request access to your Listing, you may not request that the Member(s) making such a purchase pays a higher price than in the Listing.

7.1.3 Any terms and conditions included in your Listing, must not conflict with these Terms for your Listing.

7.1.4 Pictures, animations or videos (collectively, “Images“) used in your Listings must accurately reflect the Materials uploaded. Students Upload reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution that accurately reflect the Materials.

7.1.5 The placement and ranking of Listings in search results on the Students Upload Platform may vary and depend on a variety of factors, such as search parameters and preferences requirements, subject matter, price, number and quality of Images, Vendor history, Reviews and Ratings.

7.1.6 When a Member submits a purchase order for your Materials, you are entering into a legally binding agreement with the Member (and any additional Users that the Member is purchasing for) and are required to provide the Materials to Member (and any additional Users) as described in your Listing when the purchase order is made. You also agree to pay the applicable Service Fees and any applicable Taxes thereon.

8. Payment Terms

8.1. Students Upload utilizes a third-party payments services processor to facilitate the collection and remittance of any payments from Customers and to Vendors. These payment services may include (if available) the following (collectively, “Payment Services”):

Collecting payments from Customers (“Payment”), by charging the payment method associated with their Students Upload Account, such as credit card, debit card, bank account or Stripe account (“Payment Method”);
Transferring payments to Vendors (“Payout”) to a financial instrument associated with their Students Upload Account, such as a Stripe account, bank account or a debit card (“Payout Method”);
Payment processing services; and
Other payment related services in connection with any Services or Third-Party Services.

In order to use the Payment Services, you must be at least 18 years old, must have a Students Upload Account in good standing in accordance with the Terms, and must keep your payment and personal information accurate and complete.

8.2. Your use of the Payment Services

8.2.1 Students Upload Payment Services. By using the Payments Services, you agree to comply with these Terms. Students Upload may: (i) temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services; and (ii) improve, enhance and modify the Payment Services and introduce new Payment Services from time to time.

8.2.2 Third Party Services. The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Members should review them. Students Upload is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by Students Upload of those Third-Party Services.

8.2.4 Verification. You authorize Students Upload, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). Students Upload reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

8.2.5 Additional Terms. Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

8.3. General User Terms

8.3.1 Adding a Payment Method. When you add a Payment Method or Payout Method to your Students Upload Account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to Students Upload or its third-party payment processor(s). You authorize Students Upload and its payment service providers to collect and store your Payment Method information.

8.3.2 Payment Authorization. You allow Students Upload to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your Students Upload Account.

8.3.3 Timing of Payment. Students Upload generally charges the Total Fees to Customer immediately upon the purchase of Materials. Students Upload may offer alternative options for the timing and manner of payment. Any additional fees for using those alternative payment options will be included in the Total Fees, as applicable, and you agree to pay such fees. Additional terms and conditions may apply for the use of an alternative payment option. If Students Upload is unable to collect the Total Fees due, as scheduled, Students Upload may cancel or terminate your Students Upload Account.

8.3.4 Currency. Students Upload will process each transaction in Canadian dollars. Please note that certain bank fees may apply to your payments and the amount listed on your card statement may be different from the amount shown on your account page. Students Upload is not responsible for any such additional fees and disclaims all liability in this regard. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.

8.3.5 Payment Restrictions. Students Upload reserves the right to decline or limit payments that we believe (i) may violate Students Upload’ risk management policies or procedures, (ii) may violate these Terms, (iii) are unauthorized, fraudulent or illegal; or (iv) expose you, Students Upload, or others to risks unacceptable to Students Upload.

8.3.6 Payment Service Providers. Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and Students Upload is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

8.3.7 Your Payment Method, Your Responsibility. Students Upload is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.

8.3.8 Failure to Make Payment. If Students Upload is unable to collect your initial payment prior to the start date of the Plan, Students Upload will notify you of such declined payment, and require you to complete the payment using an alternative Payment Method within 72 hours of the notice or prior to the start date of the Plan, whichever is earlier. If you fail to complete the payment, you authorize Students Upload to cancel the Plan on your behalf. You acknowledge that you may incur fees for cancellations.

8.4. Appointment of Students Upload as Limited Payment Collection Agent

8.1 Each Vendor hereby appoints Students Upload as a payment collection agent solely for the limited purpose of accepting and processing funds from Customers purchasing Materials on behalf of such Vendor.

8.2 Each Vendor agrees that payment made by a Customer through the Students Upload Platform shall be considered the same as a payment made directly to the Vendor, and the Vendor will provide the Materials purchased by the Customer in the agreed-upon manner as if the Vendor received the payment directly from the Customer. Each Vendor agrees that Students Upload may refund the Customer in accordance with the Terms. Each Vendor understands that Students Upload’s obligation to pay the Vendor is subject to and conditional upon successful receipt of the associated payments from Customer. Students Upload guarantees payments to Vendors only for such amounts that have been successfully received by Students Upload from Customers in accordance with these Terms. In accepting appointment as the limited payment collection agent of the Vendor, Students Upload assumes no liability for any acts or omissions of the Vendor or Customer.

8.3 Each Customer acknowledges and agrees that, notwithstanding the fact that Students Upload is not a party to the agreement between Customer and Vendor, Students Upload acts as each Vendor’s limited payment collection agent for the limited purpose of accepting payments from you on behalf of the Vendor. Upon a Customer’s payment of the funds to Students Upload, the Customer’s payment obligation to the Vendor for the agreed upon amount is extinguished, and Students Upload is responsible for remitting the funds successfully received by Students Upload to the Vendors in the manner described in these Terms. In the event that Students Upload does not remit any such amounts, the Vendors will have recourse only against Students Upload and not the Customer directly.

8.5 General Payment Terms

8.5.1 Fees. Students Upload may charge fees for use of certain Payment Services and any applicable fees will be disclosed to you in these Terms and via the Students Upload Platform.

8.5.2 Payment Authorizations. You authorize Students Upload to collect from you amounts due pursuant to these Terms by charging the Payment Method associated with the relevant Plan, or any other Payment Method on file that you authorize in your Students Upload Account (unless you have previously removed the authorization to charge such Payment Method(s)). Specifically, you authorize Students Upload to collect from you:

Any amount due to Students Upload (e.g., as a result of purchases made for Materials, modifications, cancellations, or other actions as a Customer or user of the Students Upload Platform), including reimbursement for costs prepaid by Students Upload on your behalf. Any funds collected by Students Upload will set off the amount owed by you to Students Upload and extinguish your obligation to Students Upload.
Any amount due to a Vendor which Students Upload collects as the Vendor’s payment collection agent as further set out in Section 8.4 above.
Taxes, where applicable and as set out in these Terms.
Any penalties payable under these Terms, including any cost and expenses incurred in collecting such penalties.
Any service fees or cancellation fees imposed pursuant to these Terms.

In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to Students Upload collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.

8.5.4 Payment Processing Errors. Students Upload will take the necessary steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the original Payout Method or Payment Method used or selected by you, so that you end up receiving or paying the correct amount. This may be performed by Students Upload or a third party such as your financial institution. We may also take steps to recover funds sent to you in error (including but not limited to an event of duplicate payments made to you due to a processing error), by reducing, setting off and/or debiting the amount of such funds from any future Payouts owed to you. To the extent you receive any funds in error, you agree to immediately return such funds to Students Upload.

8.6. Prohibited Activities. You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:

breach or circumvent any applicable laws or regulations;
breach or circumvent any agreements with third parties, third-party rights, or these Terms;
use the Payment Services for any commercial or other purposes that are not expressly permitted by these Terms;
register or use any Payment Method or Payout Method with your Students Upload account that is not yours or you do not have authorization to use;

avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Students Upload or any of Students Upload’ providers or any other third party to protect the Payment Services;

take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone.

9. Terms Applicable to all Customers

9.1 Subject to meeting any requirements (such as completing any account setup and verification processes) set by Students Upload, you can make purchases for Materials on the Students Upload Platform by adding Materials to your cart and following the respective checkout process.

9.2 Upon making payment for any Materials, a legally binding agreement is formed between you and the Vendor, subject to any additional terms and conditions of Students Upload that apply, including in particular any applicable rules and restrictions specified in these Terms. Students Upload will collect the Total Fees at the time of the purchase pursuant to the Payments Terms.

9.3 If you purchase Materials on behalf of Additional Users, you are required to ensure that every additional User meets any requirements set by Students Upload, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by Students Upload. If you are creating a Students Upload Account for an additional User who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only use Materials if (i) authorized and enrolled by an adult who is responsible for them and can legally make decisions for their benefit and (ii) you agree to be bound by these Terms with respect to the minor’s use of the Students Upload Platform and any Students Upload Services and Materials.

9.4 You should carefully review the description of any Materials you intend to purchase to ensure you (and any Additional Users you are purchasing Materials for) meet any minimum age, proficiency, fitness or other requirements which Students Upload has specified in these Terms. In addition, certain laws in the location of the Vendor may also apply. You are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your use or purchase of any Materials.

10. Rounding off

Students Upload generally supports payment amounts that are payable from or to Customers to the smallest unit supported by a given currency (i.e., Canadian cents, U.S. cents or other supported currencies). Where Students Upload’ third-party payment services provider does not support payments in the smaller unit supported by a given currency, Students Upload may, in its sole discretion, round up or round down the displayed amounts that are payable from or to Customers to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar or other supported currency); for example, Students Upload may round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00

11. Taxes

11.1 As Vendors you are solely responsible for determining your obligations to report, collect, remit or include in your Material Fees any applicable taxes or other indirect sales taxes (“Tax“). You further understand that understand that the laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Total Fees set by Students Upload.

11.2 Any appropriate governmental agency, department and/or authority (“Tax Authority“) where you are located may require: us to collect appropriate Tax information from Customer or Vendor; Taxes to be collected from Customers on Total Fees; Taxes to be remitted to the respective Tax Authority; Taxes to be withheld from payouts to Vendors; or any combination of the foregoing. If a Vendor fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.

11.3 Upon a Customer completing a purchase for Materials, Students Upload immediately remits any applicable Tax to eligible and qualifying Vendors, based on tax information supplied by the Vendor and the Tax that forms part of the Material Fees, for ultimate reporting and remittance by such Vendor to the Tax Authority (“Pass-Through Tax Feature”). Any Vendors using the Pass-Through Tax Feature will be solely responsible for informing Students Upload about the correct Tax amount (if required) to be collected from Customers in accordance with applicable law and directly remitting the such Tax to the relevant Tax Authority. Students Upload does not assume any liability for the failure of a participating Vendor to comply with any applicable tax reporting or remittance obligations.

11.4 Students Upload shall have no liability or responsibility for withholding or remitting any income, payroll, or other federal or provincial taxes, including employment insurance remittances, Canada Pension Plan contributions, or employer health tax or worker’s compensation insurance premiums for any Vendors. Vendors are alone responsible for these withholding, remitting and registration obligations, and shall indemnify Students Upload from and against any order, penalty, interest, taxes or contributions that may be assessed against Students Upload due to the failure or delay by Vendor to make any such withholdings, remittances or registration, or to file any information required by any law.

12. Prohibited Activities

12.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Students Upload Platform. In connection with your use of the Students Upload Platform, you will not and will not assist or enable others to:

breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms or policies;
use the Students Upload Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Students Upload endorsement, partnership or otherwise misleads others as to your affiliation with Students Upload;
copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Students Upload Platform in any way that is inconsistent with Students Upload’ Privacy Policy or these Terms or that otherwise violates the privacy rights of Customers or third parties;
use the Students Upload Platform in connection with the distribution of unsolicited commercial messages (“spam”);
unless Students Upload explicitly permits otherwise, accept any Plan if you will not actually be using the Services yourself;
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
engage in any violence, harassment or sexual misconduct against anyone;
misuse or abuse any Services as determined by Students Upload in its sole discretion.
use, display, mirror or frame the Students Upload Platform or Collective Content, or any individual element within the Students Upload Platform, Students Upload’ name, any Students Upload trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Students Upload Platform, without Students Upload’ express written consent;
dilute, tarnish or otherwise harm the Students Upload brand in any way, including through unauthorized use of Collective Content, registering and/or using Students Upload or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Students Upload domains, trademarks, taglines, promotional campaigns or Collective Content;
use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Students Upload Platform for any purpose;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Students Upload or any of Students Upload’ providers or any other third party to protect the Students Upload Platform;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Students Upload Platform;
take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Students Upload Platform;
export, re-export, import, or transfer the Application except as authorized by Canadian law, the export control laws of your jurisdiction, and any other applicable laws; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone.

12.2 You acknowledge that Students Upload has no obligation to monitor the access to or use of the Students Upload Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Students Upload Platform (including without limitation for fraud prevention, risk assessment, investigation and Member support purposes); (ii) ensure Customers’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Customers agree to cooperate with and assist Students Upload in good faith, and to provide Students Upload with such information and take such actions as may be reasonably requested by Students Upload with respect to any investigation undertaken by Students Upload or a representative of Students Upload regarding the use or abuse of the Students Upload Platform.

13. Term and Termination, Suspension and other Measures

13.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Students Upload terminate the Agreement in accordance with this provision.

13.2 You may terminate this Agreement at any time by sending us an email, or as we may otherwise direct from time to time. If you cancel your Students Upload Account, any accepted Plan will be automatically cancelled and Students Upload will terminate your Plan and account upon recovering all amounts owed to Students Upload in accordance with these Terms.

13.3 Without limiting our rights specified below, Students Upload may terminate this Agreement for convenience at any time by giving you seven (7) days’ notice via email to your registered email address.

13.4 Students Upload may immediately, without notice, terminate this Agreement and/or stop providing access to the Students Upload Platform if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Students Upload believes in good faith that such action is reasonably necessary to protect the personal safety or property of Students Upload, its Customers, or third parties (for example in the case of fraudulent behavior of a Member).

13.5 In addition, Students Upload may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information regarding a Payment Method or Payout Method or during the Students Upload Account registration, or thereafter, (iv) you at any time fail to meet any applicable quality or eligibility criteria, (v) Students Upload becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly failed to make payments due to Students Upload and in accordance with your Plan, (vii) for any amounts you owe under these Terms that are overdue or in default, or (viii) Students Upload believes in good faith that such action is reasonably necessary to protect the personal safety or property of Students Upload, its Customers, or third parties, or to prevent fraud or other illegal activity:

cancel any pending or confirmed Plans;
limit your access to or use of the Students Upload Platform;
temporarily or permanently revoke any special status associated with your Students Upload Account;
temporarily or in case of severe or repeated offenses permanently suspend your Students Upload Account and stop providing access to the Students Upload Platform.
recover any amounts pursuant to your Security.
limit or temporarily or permanently suspend your use of or access to your Payment Services pursuant to these Terms.

In case of non-material breaches and where appropriate, you may be given notice of any intended measure by Students Upload and an opportunity to resolve the issue to Students Upload’ reasonable satisfaction.

Further, for unsuccessful payment due to card expiration, insufficient funds, or otherwise, we may temporarily suspend your access to the Payment Services until we can charge a valid Payment Method.

13.6 If we take any of the measures described above (i) all confirmed Plans will be immediately cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for any Plans that were cancelled.

13.7 When this Agreement has been terminated, you are not entitled to a restoration of your Students Upload Account or any of your Member Content. If your access to or use of the Students Upload Platform has been limited or your Students Upload Account has been suspended or this Agreement has been terminated by us, you may not register a new Students Upload Account or access and use the Students Upload Platform through an Students Upload Account of another Member.

13.8 Sections 5 and 14 to 22 of these Terms shall survive any termination or expiration of this Agreement.

14. Disclaimers

If you choose to use the Students Upload Platform or Collective Content, you do so voluntarily and at your sole risk. The Students Upload Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the Students Upload Services, laws, rules, or regulations that may be applicable to your Plan or the Services you are receiving and that you are not relying upon any statement of law or fact made by Students Upload relating to your Plan.

You agree that some Services or the Payment Services may carry inherent risk, and by participating in such services or enrolling a minor child to participate in such services, you choose to assume those risks voluntarily and you freely and willfully assume those risks by choosing to participate in those Services. You assume full responsibility for the choices you make before, during and after your participation in a Service, a Pkan or the Payment Services. You agree to release and hold harmless Students Upload from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to you during the Services or in any way related to the Services.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

15. Liability

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC’S CONSUMER PROTECTION ACT, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Students Upload Platform and Collective Content, any Plans via the Students Upload Platform, use of any Services, participation in the Payment Service, or any other interaction you have with others whether in person or online remains with you. Neither Students Upload nor any other party involved in creating, producing, or delivering the Students Upload Platform, the Services or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Students Upload Platform, the Services or Collective Content, (iii) from any communications, interactions or meetings with other persons with whom you communicate, interact or meet with as a result of your use of the Students Upload Platform, or (iv) from your acceptance of any Plan, including the provision or use of any Services to you, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Students Upload has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Customers pursuant to these Terms, in no event will Students Upload’ aggregate liability arising out of or in connection with these Terms and your use of the Students Upload Platform including, but not limited to, from your Plans via the Students Upload Platform, or from the use of or inability to use the Students Upload Platform or Collective Content and in connection with any Services, or the Payment Service, exceed the amounts you have paid or owe via the Students Upload Platform as a Member in the twelve (12) month period prior to the event giving rise to the liability, or one hundred Canadian dollars (CAD$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Students Upload and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. This does not affect Students Upload’ liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.

16. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at Students Upload’ option), indemnify, and hold Students Upload and its affiliates and subsidiaries, including but not limited to, Students Upload’ officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Students Upload Platform or any Students Upload Services, (iii) your, or anyone enrolled by you (if applicable), participation in any Services, participation in the Payment Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, use or participation, (iv) Students Upload’ Collection and Remittance of Listing Taxes, or (v) your breach of any laws, regulations or third party rights

17. Dispute Resolution and Arbitration Agreement

17.1 Overview of Dispute Resolution Process. Students Upload is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals that bring any claim against Students Upload: (1) an informal negotiation directly with Students Upload, and (2) a binding arbitration administered by The ADR Institute of Canada, Inc. (“ADRIC”) using its Arbitration Rules (as modified by this Section 17).

17.2 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Students Upload each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Students Upload by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed in accordance with the Arbitration Rules (available at www.adric.ca/rules-codes/).

17.3 Agreement to Arbitrate. You and Students Upload mutually agree that any dispute, claim or controversy arising out of or relating to these Terms, the Payment Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Students Upload Platform, the Services, the Payment Service, or the Collective Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Students Upload agree that the arbitrator will decide that issue.

17.4 Exceptions to Arbitration Agreement. You and Students Upload each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

17.5 Modification to ADRIC Arbitration Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Students Upload agrees that any required arbitration hearing may be conducted, at your option, (a) in Toronto, Ontario; (b) in any other location to which you and Students Upload both agree; (c) via phone or video conference; or (d) for any claim or counterclaim under $25,000, by using the Simplified Arbitration Rules of the ADR Institute of Canada, Inc..

17.6 Modification of ADRIC Arbitration Rules – Legal Fees and Costs. You and Students Upload agree that Students Upload will be responsible for payment of the balance of any initial filing fee under the AIDRIC Arbitration Rules in excess of $200 for claims of $50,000 or less. You may be entitled to seek an award of legal fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the Arbitration Rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Students Upload agrees it will not seek, and hereby waives all rights it may have under applicable law or the Arbitration Rules, to recover legal fees and expenses if it prevails in arbitration.

17.7 Arbitrator’s Decision. 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 with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

17.8 Jury Trial Waiver. You and Students Upload acknowledge and agree that all arbitrable Disputes that may arise is likely to involve complicated and difficult issues and, therefore, we are each irrevocably and unconditionally waiving any right to a trial by jury as to all arbitrable Disputes. You acknowledge that you (a) have considered and understood the implications of this waiver, (b) have made this waiver knowingly and voluntarily, and (c) have been induced to enter into these Terms by, among other things, the mutual waivers and acknowledgements in this Section.

17.9 No Class Actions or Representative Proceedings. You and Students Upload acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class Member in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding as to all Disputes. Further, unless you and Students Upload both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 17.9 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “representative proceeding” waiver in this Section 17.9 is held unenforceable with respect to any Dispute, that waivers may be severed from this Arbitration Agreement and you and Students Upload agree that any representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.

17.10 Severability. Except as provided in Section 17.9, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

17.11 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Students Upload changes this Section 17 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Students Upload (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Students Upload.

17.12 Survival. Except as provided in Section 17.10 and subject to Section 13.8, this Section 17 will survive any termination of these Terms and will continue to apply even if you stop using the Students Upload Platform or terminate your Students Upload Account.

18. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Students Upload Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Students Upload Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

19. Applicable Law and Jurisdiction

19.1 The Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to conflict of law principles, and these laws apply to Students Upload Platform, notwithstanding your domicile, residency or physical location. You hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom, unless we both agree to some other location. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

19.2 The Students Upload Platform is intended for use only in jurisdictions where it may lawfully be offered for use. You agree to comply with all applicable laws at all times while accessing or using the Services. You are not permitted to access or use any Services in or from any foreign jurisdiction if it would violate any applicable laws of that jurisdiction or if it would cause Students Upload or any third party to become subject to any applicable laws of that jurisdiction. You are not permitted to access or use the Services in a manner that infringes the rights of any third party.

20. General Provisions

20.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Students Upload and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Students Upload and you in relation to the access to and use of the Students Upload Platform.

20.2 No joint venture, partnership, employment, or agency relationship exists between you and Students Upload as a result of this Agreement or your use of the Students Upload Platform.

20.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

20.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

20.5 Students Upload’ failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

20.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Students Upload’ prior written consent. Students Upload may, at its sole discretion, without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder. Your right to terminate this Agreement at any time remains unaffected.

20.7 Unless specified otherwise, any notices or other communications to Customers permitted or required under this Agreement, will be provided electronically and given by Students Upload via email, Students Upload Platform notification, or messaging service (including SMS).

20.8 If you have any questions about these Terms please email us.

Terms of Service