Terms of Service
Welcome to Eruditely and thank you for contributing! To help you better understand our Terms of Service we have provided this overview of the more important points. We understand that reading a terms document such as this can be tedious and have therefore done our best to write it clearly and concisely. With that said we highly recommend that you read this document in its entirety when registering to use Eruditely.
- By accessing or using Eruditely, you are agreeing to our Terms of Service, all of our policies and guidelines, and are agreeing to be legally bound by them.
- Our mission is to make the world a better place through knowledge and learning, and by providing our members with the tools they need to learn from each other.
- In order to use Eruditely you must be at least thirteen (13) years of age and capable of forming a binding contract with Eruditely, Inc.
- If you are the owner of the content that you post on Eruditely, you will remain the owner. You also grant Eruditely, Inc. and all members of Eruditely a license and certain rights to use your content.
- You are fully responsible for the content that you post on Eruditely. This includes ensuring that you have the rights to the content that you post, and that you do not violate the rights of another party.
- You may re-post content from Eruditely on the internet, provided that you credit Eruditely and respect the rights and wishes of the original poster, including any designation of “not for reproduction.”
- We do not endorse, verify, or take any responsibility for the content on Eruditely, including embedded content and links to third parties. When using Eruditely, you agree to do so at your own risk.
- Eruditely provides the means to report violations of intellectual property, to flag inappropriate content, to notify us of any illicit activity, and to provide us with feedback.
- We are committed to the security of Eruditely and have implemented a variety of security systems and measures to closely monitor activity, and alert us in advance of possible threats.
- We have the right to change our Terms of Service at any time but will notify you when such change(s) are substantial in nature, and we will post the revision date at the top of the terms.
Terms of Service
Revision: June 5, 2019
Please read these Terms carefully before choosing to use Eruditely. If you have any questions pertaining to these Terms, please ask us by contacting Legal@Eruditely.com.
1. Our Mission
Our mission is simple; to make the world a better place through knowledge and learning, and by providing our members with the tools they need to learn from each other. We believe that everyone possesses knowledge worth sharing, and that everyone can benefit from receiving such knowledge. Our responsibility is therefore to facilitate and empower our members to come together around areas of knowledge and interest. It is our mission to achieve this ambitious goal, passionately, responsibly, and with great integrity.
2. Using Eruditely
a. Who Can Use It
In order to use Eruditely you must be legally capable of forming a binding contract with Eruditely, Inc., and you must be in full compliance with these Terms and all applicable laws. If you’re under the age of thirteen (13), you may not use or access Eruditely under any circumstances. You represent and warrant that you are at least the age of majority in the jurisdiction where you live. If you are under the age of majority your parent or legal guardian must consent to this Agreement, confirm that they accept this Agreement on your behalf, and assume full responsibility for your use of the Service.
When registering an account on Eruditely you will be asked to provide certain required information, including but not limited to, your full name, username, and email address. You agree to provide us with complete and accurate information at all times when registering, whether registering directly or via the Facebook or Google social logins (“Connect with Facebook” or “Connect with Google”).
After activating your account, we will collect your knowledge and learning preferences through an onboarding process which is necessary to complete the setup of your account. You may later edit and further customize those preferences as well as provide other optional information (such as your location) from within your account.
d. Software Downloads
Using Eruditely may require the downloading of software to your computer, tablet, phone, or other device (“Software Downloads”). By using Eruditely, you are agreeing and consenting to the Software Downloads, and shall permit us to update the Software Downloads at our sole discretion, timing, and without notice. These Terms apply to all Software Downloads and any updates thereof.
e. Changes to Eruditely
We are constantly making improvements to Eruditely both large and small to improve your experience. This includes but is not limited to introducing new features, new functions, editing content, adjusting presentation, and the correcting of bugs. We have the right to make any changes to Eruditely at our sole discretion and without notice to you.
f. Commercial Use of Eruditely
In order to register an account, access, and use Eruditely on behalf of a business, organization, or other entity (“Commercial Entity”), you must have the authority and permission to represent and enter into a legally binding agreement on behalf of that Commercial Entity. By accessing and using Eruditely on behalf of a Commercial Entity, you are legally binding that entity to the Terms of this Agreement, and therefore these Terms shall apply equally to both yourself and the Commercial Entity.
g. Deleting Your Account
As a member of Eruditely you have the freedom, control, and ability to delete your account at any time. Please be advised that if you delete your account it is a permanent action and cannot be reversed. There will be absolutely no way to recover your account or any of the data within it once you have taken this action. If you have any doubts whatsoever about deleting your account, please disable your account instead from your account settings page.
Deleting your account will permanently remove all of your personal information, Shares, Contributions, media, and Member Content of every kind from Eruditely. If you delete your account, we are not responsible or in any way liable for the resulting loss of data. Any damages whether direct and/or indirect resulting from the voluntary deletion of your account shall be solely your responsibility. Please therefore take great care and consideration before deleting your account.
h. Disabling Your Account
You can conveniently and easily disable your Eruditely account at any time from your account settings page. This is a very useful feature if you are temporarily leaving Eruditely, or as an alternative to deleting your account. Disabling your account is completely reversible and will not affect any of your existing Member Content. While your account is disabled all of its pages (ex. Shares, Activity, etc.) will be completely inaccessible to other members. However, all of your Shares, media, and Contributions that appear across Eruditely will remain visible to everyone.
3. Member Content
a. Definition of Member Content
Eruditely provides a robust publishing system that enables you to create, author, and publish posts (referred to as “Shares”) in a wide variety of formats, including but not limited to, article, idea, image, gallery, video, audio, link, and question. Additionally, you can create, author, and publish content in the form of comments and comment replies on Shares and activity pages (referred to as “Contributions”). All content that that you post (“Share”), comment (“Contribute”), and/or make available on Eruditely is referred to as “Member Content.”
b. Ownership of Member Content
If you are the owner of the Member Content that you Share or Contribute on Eruditely, you will remain the owner. You, or your licensors, as applicable, retain ownership of the copyright and other intellectual property in the Member Content, subject to the non-exclusive rights granted to us below.
c. License to Access and Use Member Content
By posting (“Sharing”), commenting (“Contributing”), creating, authoring, publishing, distributing, submitting, or displaying Member Content on Eruditely, you grant Eruditely and its affiliated companies a non-exclusive, worldwide, royalty free, perpetual, irrevocable, fully paid, transferable, and sublicensable (through multiple tiers) license to use, copy, reproduce, modify, edit, adapt, process, create derivative works from, publish, perform, transfer, transmit, display, distribute, translate, communicate, store, save, archive, make available to the public, and otherwise use the Member Content in connection with the operation, facilitation, or use of Eruditely, or the promotion, advertising, or marketing of Eruditely or our business partners, in any and all media or distribution methods (now known or later developed).
You acknowledge and agree that this license includes the right for Eruditely to make the Member Content available to other companies, organizations, business partners, or individuals who collaborate with Eruditely, for the purposes of publication, distribution, syndication, broadcast, and communication of the Member Content on Eruditely. You also acknowledge and agree that this license includes the right for other members of Eruditely to use, copy, reproduce, modify, edit, adapt, create derivative works from, publish, perform, transfer, transmit, display, distribute, translate, communicate, and make available to the public, the Member Content, subject to the Terms of this Agreement.
d. Your Management of Member Content
You have full managerial control over the publication and status of the Member Content within your account. All posts (“Shares”) can have a published (visible to the public) or draft (visible only to you) status that can be set on an individual basis. You have full control to publish, revert to draft, edit, save changes, or delete your Shares at any time. Similarly, you have full control over your comments (“Contributions”) that may appear either on Shares or activity pages. Please be advised that our authority over Member Content and the retainment of Member Content (as set forth in the two provisions below) shall supersede your management rights over the Member Content. Additionally, we may not be able to control the removal or display of Member Content from syndicated channels or other previously distributed methods outside of the Platform.
e. Our Authority over Member Content
We reserve the right, authority, and full discretionary power to remove and/or modify the Member Content, or to change the way it is used and/or represented on Eruditely for any reason, without notice, or limitation. As a general statement of principal, we do not wish to interfere with our members’ content. However, we shall and will do so when we feel the Member Content violates these Terms, any of our policies or guidelines, any law or regulation, or in any way endangers and/or threatens another member(s) of Eruditely or any other person(s). With that said, it is our hope that you will share content on Eruditely in a responsible manner, while always respecting the rights and dignity of others.
f. Retainment of Member Content
In the event that you delete or disable your account, or if you remove any Member Content from Eruditely, we may retain your Member Content for a time period at our discretion for backup, archival, restoration, and audit purposes. When you delete your Member Content from Eruditely, that content will generally disappear from the Platform’s front-end and will no longer be visible to other members of Eruditely. However, due to the possibility that your Member Content may be stored, shared, and/or recommended by other members of Eruditely, it is possible that your Member Content will remain visible on Eruditely in some fashion after it has been deleted. We therefore retain the rights for ourselves and our members to continue to use, copy, reproduce, modify, edit, adapt, create derivative works from, publish, perform, transfer, transmit, display, distribute, translate, communicate, and make available to the public, any Member Content that other members of Eruditely have stored, shared, and/or recommended on Eruditely.
g. Disclosure of Member Content by Law
You acknowledge and agree that we may disclose, release, and provide your Member Content and related information if required by law or in good faith belief that such disclosure is reasonably necessary to: (i) comply with a legal process or applicable laws; (ii) comply with government requests; (iii) enforce these Terms of Service; (iv) respond to claims that any of your Member Content violates the rights of third parties; (v) detect, prevent, or otherwise address fraud; (vi) detect, prevent, or other address security or technical issues; or (vii) protect the rights, property, or personal safety of Eruditely, Inc., its members, or the public.
h. Adapting Member Content for Transmission
You understand and acknowledge that we must adapt, modify, and create derivative works of your Member Content in order to transmit, distribute, and display it over computer networks, service providers, devices, and in various media.
i. Unauthorized Use of Member Content by Third Parties
In the event of any authorized use of your Member Content by third parties outside of Eruditely, or in violation of our Terms of Service, you provide us with permission and authority to act as your nonexclusive agent to take enforcement action against the third parties in the protection of your Member Content.
j. Your Responsibilities for Member Content
4. Eruditely Content and Materials
a. Definition of Eruditely Content and Materials
All intellectual property forming, constituting, comprising, incorporated, integrated, and inside Eruditely is wholly owned by Eruditely, Inc., with the specific exceptions of Member Content, Third-Party Content, and intellectual property that is licensed to us, either by means of this Agreement or that of another agreement. Intellectual property including but not limited to the Eruditely Platform, Eruditely software, Eruditely logo, Eruditely e-Bulb, Eruditely Illumination artwork, and all Eruditely trademarks (collectively the “Eruditely Intellectual Property”) is wholly owned by Eruditely, Inc. The Eruditely Intellectual Property and all other intellectual property on Eruditely is collectively referred to as “Eruditely Content and Materials.”
b. Collected Data
All data that we collect (“Collected Data”) about the use of Eruditely by you and other members is the property of Eruditely, Inc. The Collected Data does not include your Member Content and is not included in the Eruditely Content and Materials.
c. License to Access and Use Eruditely Content and Materials
Eruditely, Inc. grants you a limited, non-exclusive, worldwide, royalty-free, non-assignable, and revocable license to access and use the Eruditely Content and Materials as made available to you on the Platform in connection with your use of Eruditely, subject to the Terms and conditions of this Agreement.
d. License to Re-Post and Re-Publish Eruditely Content and Materials
Eruditely, Inc. grants you a limited, non-exclusive, worldwide, royalty-free, non-assignable, and revocable license to re-post and re-publish the Eruditely Content and Materials anywhere on the internet provided that: (i) the member who originally posted, created, or authored the content has not explicitly marked the content as not for reproduction on Eruditely; (ii) you do not change, modify, or edit the content; (iii) you credit Eruditely by name in readable text with a human and machine-followable link (an HTML <a> anchor tag) linking back to the page displaying the original source of the content on Eruditely on every page that you re-post and re-publish the Eruditely Content and Materials; (iv) upon the request of Eruditely, Inc. or the member who originally posted, created, or authored the content, you remove the member’s name and/or username from the content which the member has subsequently made anonymous; (v) upon the request of Eruditely, Inc. or the member who originally posted, created, or authored the content, you make a reasonable effort to update the content (either in part or whole) to the latest version on Eruditely; (vi) upon the request of Eruditely, Inc. or the member who originally posted, created, or authored the content, you make a reasonable effort to delete content that has been subsequently deleted, reverted to a draft (made non-public), or marked as not for reproduction on Eruditely; (vii) you do not re-post and re-publish more than a small amount of the Eruditely Content and Materials and/or attempt to copy or reproduce entire categories, topics, or sections of Eruditely; and (viii) when exercising these rights, you do not implicitly or explicitly assert any connection with, sponsorship, or endorsement by Eruditely, or any member of Eruditely, without separate, express prior written permission from Eruditely, Inc.
e. Right to Terminate License(s)
We may terminate our license(s) to you at any time, without notice, and at our sole discretion. We have the right to refuse to publish or distribute any content on the Platform, or to delete any content on the Platform, at any time, without notice, and at our sole discretion. We are under no obligation or expectation to exercise these rights and may choose when and if they are appropriate. Except for the rights and license(s) explicitly granted in this Agreement, we reserve all other rights and grant no other rights or licenses, implied, or otherwise.
f. Data Gathering and Extraction
Operators of data gathering and extraction services and tools, including but not limited to, search engines, web crawlers, bots, scrapers, data miners, bulk downloaders, and wget utilities, may access the Platform subject to the following additional rules and conditions: (i) you must use a descriptive user agent header; (ii) you must obey the robots.txt file at all times; (iii) your access of the Platform must not adversely affect any aspect of the Platform’s functionality; and (iv) you must clearly identify your contact information, either in your user agent string, or on your website if applicable.
g. Third-Party Content
Eruditely contains a wide variety of third-party content in the form of embedded websites, links, and media. All embedded content, including but not limited to, websites, web pages, links, information, articles, media, photos, videos, audio, businesses, products, services, advertisements, special offers, events, and activities (the “Third-Party Content”) originates from sources outside of Eruditely, and is therefore not owned, controlled, or moderated by Eruditely, Inc.
We do not endorse, verify, or assume any responsibility for Third-Party Content. We make no warranties or representations, express or implied, about the accuracy, completeness, or timelines of any Third-Party Content, without regard to who posted the third-party content or where it originated from. When accessing, viewing, using, or interacting with Third-Party Content, you acknowledge and agree that you do so at your own risk. You further acknowledge and agree that Eruditely, Inc. has no liability whatsoever arising from or out of any Third-Party Content.
You acknowledge and agree that the Eruditely Content and Materials and Collected Data are the property of Eruditely, Inc., the members of Eruditely, and licensors or Eruditely, Inc., respectively and pursuant to this Agreement and other agreements. You further acknowledge and agree that the content, information, media, products, and services made available on Eruditely are protected by U.S. and international copyright, trademark, and other laws, and that these rights are valid and enforceable.
5. Specific Services and Offers
a. Subscriptions and Hall Page
When you create an account on Eruditely, we collect your knowledge and learning preferences through a one-time onboarding process. We then automatically subscribe you to those categories and topics so that your Hall page will be populated when you first enter Eruditely. Your Hall page automatically displays members and Shares related to the categories and topics that you’re subscribed to. You may change your subscriptions and the content of your Hall page at any time by customizing your subscriptions from the subscriptions page of your account, or from the top of individual category and topic pages.
b. Advertisements and Promoted Content
We reserve the right to change the type, form, method, and extent of Paid Content that occurs on Eruditely, at any time, without notice, and at our discretion. All Paid Content on Eruditely shall be clearly marked and identified. In consideration for Eruditely, Inc. granting you access and use of Eruditely, you acknowledge and agree that Eruditely, Inc., its third-party providers, partners, and members, may place Paid Content on the Platform. Anyone wishing to participate in our Advertising Services will be required to enter into a separate and supplemental agreement with us about providing Paid Content on the Platform.
c. Professional Members and Advice
Some of the members of Eruditely are professionals, and in some cases are experts in their industries and areas of expertise. These members (collectively the “Professional Members”) span a wide variety of fields, including but not limited to, medical, legal, financial, business, technical, scientific, and artistic. Some of the Professional Members on Eruditely are in fields that require licenses or special certifications.
You acknowledge and agree that the content, media, information, advice, and feedback that you encounter on Eruditely from Professional Members (the “Professional Members Content”) should not be accepted as a replacement or substitute for the advice and feedback of an appropriate professional outside of Eruditely. You further acknowledge and agree that all Professional Members Content you accept on Eruditely is done so exclusively at your own risk.
Eruditely, Inc. explicitly disclaims any representation or warranty of the accuracy or validity of Professional Members Content on Eruditely. If you are a Professional Member of Eruditely, you agree to abide by the laws, rules, and regulations (including ethics rules) that apply to your specific industry or field when posting content on Eruditely related to that industry or field, and to provide any required disclaimers.
d. Buttons, Links, and Widgets
We grant you permission to use our buttons, links, and widgets, subject to these Terms (including the Disclaimers and Limitation of Liability) and provided that when using any of the buttons, links, and widgets: (i) that they link exclusive to Eruditely; (ii) you do not modify or edit any of the graphics, code, or any other component; (iii) you do not in any way imply or suggest that we endorse, sponsor, or recommend the website on which they appear; and (iv) you do not violate any of the Terms of this Agreement or any of our policies or guidelines.
e. Links to Third Parties and Third-Party Content
Eruditely contains a wide variety of links to third parties and Third-Party Content that is not owned, controlled, or moderated by Eruditely, Inc., including but not limited to, websites, web pages, links, information, articles, media, photos, videos, audio, businesses, products, services, advertisements, special offers, events, and activities.
We do not endorse, verify, or assume any responsibility for third parties and/or Third-Party Content that is linked to on the Platform. When accessing, viewing, using, or interacting with any third-party and/or Third-Party Content that is linked to on the Platform, you acknowledge and agree that you do so at your own risk. You further acknowledge and agree that Eruditely, Inc. has no liability whatsoever arising from or out of any third-party and/or Third-Party Content that is linked to on the Platform.
f. Services that Require a Separate Agreement
Eruditely may contain specific services, features, or additional offers (existing now or in the future), that will require you to enter into a separate and supplemental written agreement with us prior to use.
6. Reporting Violations
a. Copyright and Trademark Policies
We believe in protecting the intellectual property rights of all people, and this extends far beyond the members of Eruditely. We therefore monitor Eruditely for infringement of intellectual property rights such as copyright and trademark, and when appropriate will take corrective action(s) to protect the intellectual property rights of Eruditely members and others. In such instances and at our sole discretion, we may delete offending Member Content, and/or in extreme cases may delete the accounts of offending members.
To fully define our intellectual property policies, we have implemented a separate Copyright Policy and Trademark Policy. If you are the owner of intellectual property and believe that your rights are being infringed upon, please read these policies, and when appropriate report any cases of infringement to us.
To report copyright concerns please contact:
To report trademark concerns please contact:
b. Flagging Inappropriate Content
Eruditely is a large Platform, and in order to effectively monitor and moderate it, we need your help to report any instances of inappropriate content. We have therefore made it possible for all members to report any post (“Share”) or comment (“Contribution”) to us by flagging it as inappropriate.
You can easily flag inappropriate content, including but not limited to, inappropriate/offensive content or language, inappropriate/offensive media, pornographic content, illegal content, trolling activity, spam or solicitation, copyright infringement, and trademark infringement. We kindly ask that if you see such activity occurring on Eruditely that you report it to us with a flag. All submitted flags are carefully reviewed, and if a Share or Contribution receives beyond a certain number of flags, it will be automatically removed from the Platform until we have had a chance to officially review it.
We may review flags at the time and rate of our choosing, and when appropriate remove flags from a Share or Contribution. All decisions regarding flags, and how they are judged against these Terms, all of our policies and guidelines, or any law or regulation, are at our sole discretion. We have the right and authority to change, modify, or delete any Share or Contribution, without notice, and at our sole discretion, that has been flagged, or that we feel violates these Terms, any of our policies or guidelines, or any law or regulation.
To report inappropriate and offensive content please press the:
“Flag Inappropriate Content” button (for the specific Share or Contribution)
c. Other Violations
If you believe that any member or content on Eruditely is violating our Terms of Service, any of our Policies and Guidelines (except for our Copyright Policy and Trademark Policy), or any law or regulation, please contact us at Legal@Eruditely.com.
If you become aware of any suspicious activity on Eruditely that may endanger yourself, another member of Eruditely, or any other person, please notify us immediately at Safety@Eruditely.com.
To learn more about our code of conduct and what is considered acceptable behavior on Eruditely please read our Community Guidelines.
If you have ideas about how we can improve Eruditely we are interested in hearing from you! We value the feedback of our members and are always interested in hearing what they have to say.
If you choose to send us feedback you acknowledge and agree that we may use your ideas, suggestions, comments, and feedback (collectively the “Feedback Submission”) without any restrictions or compensation to you.
In the event that we utilize your Feedback Submission, whether in whole or part, does not mean that we waive any rights to use similar feedback previously known to us, feedback developed by our employees, or feedback obtained from sources other than yourself. Eruditely, Inc. retains all rights to choose which Feedback Submissions are utilized, whether in whole or part, and makes no guarantees and/or representations to utilize any Feedback Submission.
To send us feedback please contact:
a. Our Commitment to Security
We take the security of Eruditely and our members very seriously and are committed to ensuring that security at multiple levels. This includes protecting our members’ content, data, and private information, as well as the Platform as a whole. We have implemented a variety of security systems, measures, and protocols that allows us to closely monitor activity that occurs on Eruditely, and alert us in advance of possible threats. This proactive and multi-disciplinary approach enables us to prevent security issues before they can endanger the Platform. Prevention is always the best and first weapon against security threats. When and if a security threat has been identified, we take fast and decisive action to remedy that threat.
With that said, protecting a state-of-the-art platform in today’s world is a constant battle, and challenge to stay one step ahead of those who would try to defeat our security. We cannot and do not guarantee that our security measures won’t be defeated, however we can and do guarantee to do everything in our power to prevent and minimize such instances. We also guarantee to take fast and aggressive corrective action(s) in the rare event that our security has been compromised. Lastly, if a security breach has been detected that directly affects a member(s), we will notify such members of the breach within a reasonable timeframe, to be determined at our discretion.
b. Your Commitment to Security
In order to keep Eruditely secure we need the help and participation of our members. The security of your account starts with something as simple as your password. Eruditely employs a minimum password requirements system to help you choose a reasonably complex password. We highly encourage you to use a password unique to Eruditely, and to change your password on a regular basis. In the event you observe any strange behavior on your account that may indicate it has become compromised, we ask that you reset your password immediately to secure your account. If you are unable to reset your password for any reason, please notify us so that we can assist you in securing your account.
To learn more about how you can better protect and secure your account please read the “Security and Account Access” section of our Community Guidelines.
To report security concerns please contact:
Under certain special circumstances, and at its sole discretion, Eruditely, Inc. may temporarily suspend your right to access or use Eruditely, and in such circumstances shall provide you with reasonable notice.
10. Disclaimers and Limitation of Liability
Please read this section carefully as it limits the liability of Eruditely, Inc. and Eruditely Entities to you.
“Eruditely Entities” means Eruditely, Inc., and any and all subsidiaries, affiliates, related companies, suppliers, licensors, partners, and the officers, directors, employees, contractors, agents, and representatives of each of them.
Each of the provisions below applies to the maximum extent permitted under applicable law.
a. No Warranty
Eruditely inclusive of all its content, features, and functions is provided on an “as-is” and “as available” basis, without warranty of any kind, whether express or implied. Without limiting the foregoing, Eruditely Entities specifically disclaim: (i) any and all warranties and conditions of merchantability; (ii) fitness for a particular purpose; (iii) title; (iv) accuracy and completeness; (v) uninterrupted or error-free service; (vi) quiet enjoyment; (vii) non-infringement; and (viii) any warranties arising out of course of dealing or usage of trade.
Eruditely, Inc. makes no warranty or representation that: (i) Eruditely will meet your expectations or requirements; (ii) Eruditely will operate error-free, without pause, or interruption; (iii) Eruditely will be completely secure; (iv) Eruditely will never have a security breach or intrusion; (v) the information, content, or media you view or obtain on the Platform is accurate or reliable; (vi) the identity, names, or information of any members on the Platform is accurate or reliable; (vii) the quality of any information, content, media, products, services, or other material viewed, obtained, or purchased by you through Eruditely will be satisfactory; and (viii) Eruditely complies with all applicable laws and regulations outside of the United States.
b. No Liability
Eruditely, Inc. makes no promises with respect to, and expressly disclaims all liability for: (i) all Member Content that is posted (“Shared”) and/or commented (“Contributed”) by any member or third-party; (ii) all Third-Party Content; (iii) any third-party website, product, or service listed on or accessible to you through the Platform; (iv) the conduct, behavior, or quality of any member or third-party you encounter on or through your use or access of the Platform; (v) any unauthorized access into your account; and (vi) the use or modification of information, content, or media in your account.
c. Indirect Damages
You acknowledge and agree that to the maximum extent permitted by law, Eruditely Entities will not be liable to you under any theory of liability. Without limiting the foregoing, you acknowledge and agree that to the maximum extent permitted by law, Eruditely Entities specifically will not be liable for any indirect, incidental, consequential, special, or exemplary damages, loss of profits, business interruption, reputational harm, or loss of data (even in the event that we have been advised of the possibility of such damages or that such damages are foreseeable) arising out of or in any way connected with your access or use of, and/or your inability to access or use, the Eruditely Platform.
We cannot and do not make any guarantee, warrantee, promise, or representation that you will be satisfied with Eruditely, or that it will meet with your personal expectations or requirements. You therefore understand, acknowledge, and agree that your sole remedy and recourse for dissatisfaction with Eruditely is simply to stop using Eruditely.
e. Maximum Liability
Without limiting the foregoing, the maximum aggregate liability of Eruditely Inc. to you for losses or damages that you suffer in connection with Eruditely or this Agreement is limited to the amount you paid to Eruditely, Inc. in connection with the Platform in the twelve (12) months prior to the action giving rise to liability.
f. Applicable Jurisdictions
There are some jurisdictions that do not allow limitations on implied warranties, or exclusion of liability for certain types of damages. If you reside in a location governed by such a jurisdiction, the above limitations and exclusions may not apply to you or may only apply to you in part. In such instances the above limitations and exclusions apply to maximum extent permitted by the laws of the jurisdiction where you reside.
You agree to indemnify, defend, and release Eruditely Entities, from and against all third-party claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable legal and accounting fees and costs of defense of claims, suits, or proceedings) arising out of or related to: (i) your access to and/or use of the Platform, (ii) your Member Content, (iii) your conduct, behavior, or interactions with other members on the Platform, and (iv) your breach of any of the Terms of this Agreement.
In the event that we become aware of a third-party claim, we will notify you promptly and provide you with reasonable assistance in defending the claim at your own expense. In return you agree to allow us to participate in the defense and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation or responsibility to defend us in that matter.
12. Dispute Resolution
a. Governing Law and Jurisdiction
This Agreement and any action arising out of your access or use of Eruditely will be governed by the laws of the State of Washington, without regard to or application of its conflict of law provisions or your state or country of residence. Unless submitted to arbitration pursuant to the following sub-section, all claims, legal proceedings, or litigation arising in connection with your access or use of Eruditely will be brought solely in King County, Washington, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
In the event of a claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than $10,000 USD (TEN THOUSAND UNITED STATES DOLLARS), the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration.
When choosing arbitration, the party requesting relief may initiate the arbitration through an established Alternative Dispute Resolution (“ADR”) provider. The ADR provider must be mutually agreed upon by the Parties. The Parties and the ADR provider must comply with the following rules: (i) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, as selected by the party initiating the arbitration; (ii) the arbitration will not involve any personal appearance by the Parties or witnesses unless otherwise mutually agreed upon by the Parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
13. General Terms
If an amendment to this Agreement, at our discretion, is material, we will notify you of such change, and those material changes will become effective immediately upon notification. We reserve the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if that’s what we decide. Your continued access or use of Eruditely and/or not deleting your account after receiving notification of an amendment to the Terms, shall constitute your agreement and acceptance of the amended Terms. If you do not agree to the amendments or to any of the Terms of this Agreement, your only recourse is to delete your account or to completely cease your use of Eruditely.
Please be advised that the most recent version of the Terms of Service and all of our policy documents will always be posted live on Eruditely and shall include a revision date.
The followings provisions will survive the expiration or termination of this Agreement: Section 3 (Member Content), Section 4 (Eruditely Content and Materials), Section 5 (Specific Services and Offers), Section 7 (Feedback), Section 9 (Termination), Section 10 (Disclaimers and Limitation of Liability), Section 11 (Indemnification), Section 12 (Dispute Resolution), and Section 13 (General Terms).
c. Governing Law and Jurisdiction
You acknowledge and agree that Eruditely is based, controlled, and operated in the United States. You further acknowledge and agree that Eruditely will be deemed to be solely based in the State of Washington and a passive service for purposes of jurisdictional analysis. For claims in which arbitration is not elected or applicable, you acknowledge and agree that such claims will be brought in federal or state court in King County, Washington, and governed by the laws of the State of Washington and federal law, without regard to any conflict of law provisions. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
d. Use Outside of the United States
Eruditely, Inc. expressly disclaims any representation or warranty that Eruditely complies with all applicable laws and regulations outside of the United States. If you use Eruditely from outside of the United States, you understand, acknowledge, and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of Eruditely.
Eruditely is based, controlled, and operated in the United States, from our offices in the State of Washington. The software of Eruditely is subject to United States export controls. You may not download, export, or re-export any Eruditely software that is in violation of any applicable laws or regulations. You represent that you are not: (i) located in a country that is subject to U.S. government embargo; (ii) located in a country that has been designated by the U.S. government as a “terrorist supporting” country; and (iii) listed on any U.S. government list of prohibited or restricted parties.
f. Applications and Mobile Devices
Eruditely may be accessed and used through an application (“Eruditely Application” or “Eruditely App”). If you access or use Eruditely through an Eruditely Application, you acknowledge and agree that this Agreement is solely between you and Eruditely, Inc., and not with another application service provider or application platform provider (such as Apple Inc. or Google Inc.), which may provide you the application subject to its own terms. To the extent that you access or use Eruditely through a mobile device, your wireless carrier’s standard charges, data rates, and other fees may apply.
All notices permitted or required under this Agreement, unless otherwise specified in this Agreement, must be sent in writing as follows in order to be valid: (i) if sent to you, by us via email to the address associated with your account, and (ii) if sent to us, by you via email to Legal@Eruditely.com. Notices will be deemed given as follows: (i) if sent to you, when the notice is emailed by us, and (ii) if sent to us, when the notice is received by us.
h. Electronic Communications
We have the right to send you agreements, notices, disclosures, and other communications electronically using email or by another electronic method of our choice. You consent to receive communications from us electronically in accordance with this Agreement and applicable law. You acknowledge and agree that electronic communications we send you will satisfy any legal requirements that such communications be in writing.
You may not assign or transfer this Agreement, or any of your rights or obligations under this Agreement, without our express prior written consent. Any attempt to assign or transfer this Agreement without our express prior written consent will be in violation of this Agreement and deemed void. We reserve the right to freely assign or transfer this agreement at any time and at our sole discretion. This Agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.
j. Entire Agreement
This Agreement constitutes the entire agreement between the Parties regarding Eruditely (except as to services that require a separate written agreement with us, in addition to this Agreement). This Agreement is the complete and exclusive expression of the Parties’ agreement about the subject matter of this Agreement. All prior and contemporaneous communications, negotiations, and agreements between the Parties relating to the subject matter of this Agreement are expressly merged into and superseded by this Agreement.
The provisions of this Agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither Party was induced to enter this Agreement by the other Party, and neither Party is relying on any statement, representation, warranty, or agreement of the other Party except those set forth expressly in this Agreement. Except as set forth expressly in this Agreement, there are no conditions precedent to this Agreement’s effectiveness.
k. Severability / Blue Pencil
If any one or more of the provisions contained in this Agreement is for any reason deemed to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement. In such instances this Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change as to cause completion of the transactions contemplated by this Agreement to be unreasonable. In addition, if any provisions are held to be unenforceable because of their scope, duration, or area of applicability, the court or tribunal making such determination will have the power to modify such scope, duration, or area of applicability, or all of them, and such provisions will then be applicable in such modified form, and every other provision of this Agreement will remain in full force and effect.
No failure or delay of any Party hereto in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Parties hereto hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a Party hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such Party.
This Agreement does not create a joint venture, agency, partnership, or other form of joint enterprise between you and us. Except as expressly provided herein, neither party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.
n. Further Assurances
In the event that we are required, compelled, or decide to confirm the effect and intent of this Agreement as it applies to you and any of your rights and obligations under this Agreement, you agree to execute a hard copy of this Agreement and any other relevant documents, and to take any relevant actions that we may request at our expense.
When interpreting or construing the terms of this Agreement: (i) the descriptive headings of the provisions, clauses, sections, and sub-sections of this Agreement are for convenience purposes only, and do not affect this Agreement’s construction and/or interpretation; (ii) no rule of construction will apply to a clause to the disadvantage of a Party merely because that Party put forward the clause or would otherwise benefit from it; (iii) “includes” means includes without limitation; (iv) if a word or phrase is defined, its other grammatical forms have corresponding meanings; (v) this Agreement includes all policy documents, appendixes, schedules, annexures, and exhibits to it; (vi) a clause, appendix, schedule, or annexure is a reference to a clause, appendix, schedule, or annexure, as the case may be, of this Agreement; and (vii) a reference to any legislation includes subordinate legislation under it, and includes that legislation and subordinate legislation as modified or replaced.
p. Plural and Gender
Words used in this Agreement in the singular, where the context so permits, shall be deemed to include the plural and vice versa. Words used in the masculine or the feminine, where the context so permits, shall be deemed to mean the other and vice versa. The definitions of words in the singular in this Agreement shall apply to such words when used in the plural where the context so permits and vice versa. The definitions of words in the masculine or feminine in this Agreement shall apply to such words when used in the other form where the context so permits and vice versa.
In the event that any terms and conditions of this Agreement incorrectly reference the number, letter, and/or identifier of the section and/or sub-section of any other terms and conditions contained within this Agreement, the incorrectly referenced number, letter, and/or identifier will be deemed as automatically reassigned to its correct number, letter, and/or identifier, and the purpose, intent, and/or interpretation of the terms and conditions referencing the incorrect number, letter, and/or identifier and that of the referenced terms and conditions shall remain intact, in force, and unencumbered, under the exclusive condition that the incorrectly referenced number, letter, and/or identified is further defined by the correct section and/or sub-section heading and/or name.
r. Contact Us
For questions pertaining to this Terms of Service please contact:
For all other inquiries please contact:
Eruditely, Inc. is a Washington state corporation based in North Bend, WA.