Terms of Service

Stepful Terms of Service

Last Updated: June 3, 2026

Please read these Terms of Service (“Terms”) carefully. These Terms govern your access to and use of all or any part of the Company website, mobile application, digital service, or other system or site on which these Terms are posted, including any functionality, content, platform and service included therein and made available to you by Company (collectively, the “Site”). These Terms also govern our provision to you of our products, services and programs (collectively, the “Services”), which you may access and use on the Site in accordance with these Terms. BY ACCEPTING THESE TERMS OR OTHERWISE ACCESSING OR USING THE SITE OR ANY SERVICE, YOU UNDERSTAND THAT YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH STEPFUL, INC. (“COMPANY”, “WE,” “OUR” OR “US”), AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY PART OF THE SITE OR SERVICES.

DISPUTE RESOLUTION (INCLUDING ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER): PLEASE BE AWARE THAT THESE TERMS CONTAIN PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, THEY INCLUDE AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND THE COMPANY SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION, UNLESS YOU OPT OUT, AS PROVIDED BELOW. THEY ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THESE TERMS, INCLUDING THE “DISPUTE RESOLUTION (INCLUDING ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER)” SECTION BELOW CAREFULLY.

Changes to Terms

We may change any part of these Terms, the Site or the Services at any time in our sole discretion, with or without prior notice to you. Changes to these Terms will become effective upon posting of the updated Terms on the Site, unless we identify a different effective date. We will indicate the date these Terms were last updated at the top of the version posted on the Site. You understand and agree that your continued use of the Site or the Services after we have made any such changes constitutes your acceptance of the new Terms. If we make any material changes to these Terms, we will make a reasonable effort to inform you of such changes. However, it is your responsibility to review the Terms posted to the Site from time to time to see if they have been updated.

Minimum Age

You represent that you are at least 18 years of age (or the age of majority in the State in which you reside). This Site and the Services are not intended for, and you may not access or use this Site or the Services if you are under 18 years of age (or the age of majority in the State in which you reside). Nothing in this Section affects any other age requirements that may apply to specific services offered by Company.

Additional Terms

Please note that certain services, products, promotions, or other offerings of Company, its affiliates and subsidiaries may be governed by additional or separate terms or policies. It is your responsibility to review and comply with those terms and conditions to the extent you use, purchase or participate in such services, products, promotions, or other offerings. In the event of any conflict between these Terms and any other terms, conditions or policies, such other term, condition, or policy will govern solely with respect to those products, services, promotions, or other offers, as may be further explained in such terms, conditions or policies.

See also:

Privacy Notice
Your Student Enrollment Agreement (if applicable)

Links to Third Party Sites

The Site and the Services may contain links to websites and applications owned or operated by third parties (“Third Party Sites”). Such Third Party Sites are provided solely as a convenience to you. Company does not endorse, and makes no representations regarding any Third Party Site. If you decide to visit any Third Party Site, you do so at your own risk. We encourage you to review the privacy policy and terms of use for any Third Party Site you visit.

Termination by Company; Surviving Terms

These Terms are effective until terminated by you or Company. You may terminate these Terms by permanently discontinuing your use of the Site and the Services. We may suspend your access to or use of any part of the Site and/or the Services or terminate these Terms, in whole or in part, at any time, with or without notice to you. If we terminate these Terms, your right to use the Site and the Services will immediately cease and you must discontinue use of the Site and the Services. To the maximum extent permitted by applicable law, Company reserves the right to immediately and permanently deactivate your Account and delete any information or content in connection with your account. Any provisions in these Terms which are intended to survive termination of these Terms shall so survive, including Sections 3, 5, 6, 8, 10, 11, 16, 17, 20, 21, 22, 23, 24, 25 and 26.

Privacy Notice

You understand that we collect, store, and otherwise process personal information about users of the Site and the Services. To learn more about our information practices, please read our Privacy Notice.

Services Images and Descriptions

We try to describe and display the features of all of the Services shown on the Site as accurately as possible; however, we do not warrant that all Services descriptions, photographs, pricing or other information on the Site is accurate, complete, current or entirely error-free. We may make changes to the Site and the Services at any time and without notice. The colors you see will depend on your monitor and the descriptions we provide often depend on information given to us by others. In addition, the information on the Site may contain typographical or other human errors and may not be complete or current despite our efforts.

Site Content

All content on the Site and in the Services, including but not limited to text, graphics, images, software, features, tools, code, information and other content (collectively, the “Content”), is the property of Company and its licensors and is protected under United States and foreign copyright laws and other laws. In connection with your use of the Site, Company grants you a limited, non-transferable, non-sublicensable, non-exclusive, revocable license to access, view, use, print and download a single copy of the Content for your personal, non-commercial use, provided you do not modify or delete any copyright, trademark or other proprietary notice that appears in the Content. Company may revoke this license at any time for any reason. Other than as expressly allowed in these Terms, any other use of the Content is expressly prohibited. You may not sell or modify Content or reproduce, display, distribute or otherwise use Content in any way for any public or commercial purpose without Company’s prior written consent. Use of Content on any online or digital platform or in a networked environment other than as expressly authorized herein is prohibited. Unauthorized use of Content may be in violation of copyright, trademark and other laws.

Without limitation of the foregoing, the Site and the Services may contain certain content from third parties, which may be subject to separate license terms and policies provided by the applicable third party. You should refer to the terms and policies of such third party, including any terms posted on the website of such third party. Company does not endorse, oppose or edit any opinion, claim, or analysis expressed by any third party on the Site or the Services. YOU AGREE THAT COMPANY IS NOT RESPONSIBLE FOR THE SUBSTANCE OR ACCESSIBILITY OF ANY THIRD PARTY CONTENT ACCESSIBLE THROUGH THE SITE. IF YOU CHOOSE TO RELY ON SUCH THIRD PARTY CONTENT, YOU DO SO AT YOUR OWN RISK.

Use of the Site and Services

Subject to your compliance with these Terms and the payment in-full for the applicable Services, you are granted a revocable, limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your personal purposes.

We expect you to use the Site and the Services responsibly and to respect the rights of others. You agree that when using the Site and the Services, or submitting any Submissions to the Site or Services, you will not:

access data not intended for you or log onto a server or an account that you are not authorized to use;
circumvent or modify, attempt to or assist another in circumventing or modifying any security technology or software that is part of the Site or the Services;
interfere with service to any other user, or the software, networks or systems that we use to bring the Site or Services to you, such as by submitting a virus or overloading, “flooding,” “spamming,” “mailbombing” or “crashing” the Site or the Services;
modify, alter or prepare other works based on the Content, or distribute copies of or publicly perform or display such Content, such as by posting the Content on any network computer or distributing the Content on or in any media, including any effort to decompile, reverse engineer or otherwise attempt to derive source code, underlying ideas, algorithms, structure or organization of the Site or the Services;
use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation any type of spider, web crawler or robot) to navigate, search, and/or extract information from the Site or the Services other than the search tools available on the Site or the Services and other generally available third-party web browsers (e.g., Microsoft Edge, Google Chrome);
transmit or disseminate any kind of material that contains malware, viruses, bots, worms or any other computer code, files or programs that interrupt, destroy or limit the functionality or operation of the Site; or
use the Site or the Services in a manner that is inconsistent with any and all applicable laws and regulations.

Any violation of these Terms or unauthorized use of any information or materials displayed on or available from the Site or the Services may violate copyright laws, trademark laws, laws of privacy and publicity and other laws and regulations and may result in, among other things, termination of your access to the Site and/or the Services by Company in its sole discretion. We have the right, but not the obligation, to remove any submitted or posted content for any reason.

Trademarks

The names, marks and logos appearing in the Content are, unless otherwise noted, trademarks owned by or licensed to Company. The use of these marks, except as provided in these Terms, is prohibited. From time to time, Company makes fair use in the Contents of trademarks owned and used by third parties. Company makes no claim to ownership of those marks.

You may not use Company’s trade name, trademarks, service marks or other intellectual property assets or its branded products and services, for promotional, advertising or any other commercial purpose, unless and to the extent Company specifically agrees in writing.

User Submissions

Company welcomes your comments and contributions to our Site. However, you acknowledge that if you send or submit to Company any suggestions, ideas, comments, photos, videos, or other user-generated content (collectively, “Submissions”) through or in connection with the Site or the Services, including on the Site’s interactive features, such as product reviews, message boards or on third party social media platforms (through your use of promotional hashtags designated by Company), you are granting Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable license to use, copy, modify, prepare derivative works based on and publicly perform, display and distribute such Submission for any purpose whatsoever, without restriction and without compensating you in any way. You also grant and are authorized to grant Company the right to use, without consideration, any name or likeness you submit with any Submission. You agree this license is effective automatically (without further action by you) when you submit the Submission to Company.

You should not send us any Submission that: you are legally prohibited from sharing or disclosing to us, contains product or service ideas that you intend to derive revenue from, or includes information you wish to remain confidential. You understand that your Submission may be made publicly available and Company is not responsible for any use or misuse (including any distribution) by any third party. IF YOU CHOOSE TO SUBMIT ANY PERSONAL INFORMATION THROUGH OR IN CONNECTION WITH THE SITE OR THE SERVICES, YOU DO SO AT YOUR OWN RISK.

You represent and warrant that: (i) you own or otherwise control all the rights in any Submission you submit, and (ii) the Submission is non-infringing and does not otherwise violate the rights of any person or entity. You will indemnify Company for all claims resulting from Submissions you submit to the Site or the Services.

As a user of the Site, you are responsible for your communications and the consequences of their posting. Therefore, you agree to not do any of the following things on the Site:

transmit to Company material that is copyrighted, unless you are the copyright owner or have the permission of the copyright owner to post it;
send material that reveals trade secrets, unless you own them or have the permission of the owner;
send material that infringes on any other intellectual property rights of others or on the privacy or publicity rights of others;
send material that is false or fraudulent;
send material that is unlawful, harmful, offensive threatening, abusive, defamatory, libelous, harassing, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically or otherwise objectionable;
send advertisements or solicitations of business;
send chain letters, pyramid schemes, political campaigning or spam;
send material containing viruses or other malware; or impersonate another person.

Company is under no obligation to post, forward, transmit, distribute or otherwise provide any material available through the Site, including any Submission you provide to Company; accordingly, Company has an absolute right to remove any material available through the Site in its sole discretion at any time. Company reserves the right to expel users and prevent their further access to the Site for violating these Terms or the law and reserves the right to remove any communications from the Site.

Digital Millennium Copyright Act (“DMCA”) Infringement Notice

If you believe that any content or materials available on the Site infringes your copyright or the copyright of a person on whose behalf you are authorized to act, you may send a written notice of complaint to our designated copyright agent:

Legal Department
Stepful, Inc., 4444 2nd Avenue, #36001, Detroit, MI 48201
Email: legal@stepful.com
Telephone: (855) 730-7993

You must include the following items in your complaint:

a description of the copyrighted work;
a description of the material appearing on the Site (including where the material appears on the Site) that you wish to be taken down;
your telephone number and either an e-mail address or physical mailing address where we may contact you;
a statement by you of your good faith belief that the use of the material on the Site is not authorized by the copyright owner, the copyright owner’s agent or the law;
a statement by you that the information in your complaint is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
an electronic or physical signature of the copyright owner or person authorized to act on behalf of the copyright owner.

Acceptable Use Policy

You agree that you will not: (a) use the Site, the Services or any Content in a manner which constitutes a criminal offense, gives rise to civil liability, or otherwise violates any local, state, national, or international law; (b) introduce onto the Site or the Services any computer viruses, malware, bots, worms, Trojan horses or other harmful, disruptive, or destructive materials that limit the functionality of any computer software, hardware, or telecommunications equipment; (c) falsely state or misrepresent your identity or affiliation with any other person or entity; (d) interfere with any other user’s ability to use or enjoy the Site or the Services; (e) tamper with any security feature of the Site or the Services or attempt to reverse-engineer, disassemble or decompile the Site or the Services; (f) use any a robot, spider, scraper or other automated tool, software or interface not provided by Company to access the Site or the Services or extract data from the Site or the Services; (g) use the Site, the Services or any Content in a manner which infringes or violates a third party’s intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right; or (h) otherwise violate these Terms. Without limiting any other remedies available to Company under these Terms, in law, or in equity, Company reserves the right to suspend or terminate your access to the Site and/or the Services in the event you violate any part of this Section 13.

Use of the Company Mobile Application

If you are using Company’s mobile application (the “App”), you agree to use the App in accordance with all applicable third party terms, rules or agreements, including those published by your third-party mobile phone, tablet or device operating system (e.g., Apple iOS or Android OS) and wireless data service provider, as applicable. You are responsible for reviewing the applicable App Store or Google Play terms and conditions and complying with such terms and conditions while using the App.

Without limitation of the foregoing, if you are downloading the App for use on an Apple-branded product, the following terms apply:

Acknowledgment of Parties. These Terms are made between you and Company. Company, not Apple Inc. (“Apple”), is responsible for the App and the content thereof.

Scope of the License. The license you have been granted in these Terms is limited to a non-transferable license to use the App on any Apple-branded product that you own or control and as permitted by the Apple Media Services Terms and Conditions, except that the App may be accessed and used by other accounts associated with your Apple Store account via Family Sharing or volume purchasing.

Maintenance and Support. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App.

Warranty. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple and, if applicable, Apple will refund the purchase price of the App to you. To the maximum extent permitted by applicable law, you agree that your recourse for warranty failure in connection with the App pursuant to these Terms shall be through Company, and Apple will have no other warranty obligation whatsoever with respect to the App, nor be responsible for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty.

Product Claims. You agree that your recourse for product claims arising from the App shall be through Company, and that Apple is not responsible for addressing any claims from you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

Intellectual Property Rights. In the event of any third party claim that the App or your possession and use of the App infringes a third party’s intellectual property rights, you agree that your recourse under these Terms will be through Company and that Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Third Party Beneficiary. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms and, upon your acceptance of these Terms, will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary hereof. Notwithstanding the foregoing, our right to enter into, rescind or terminate any variation, waiver or settlement under these Terms is not subject to the consent of any third party.

Account Creation

In order to use or benefit from certain features or functionality of the Site and/or the Services, you must establish an account with us (“Account”). You are not permitted to share, sell, distribute or otherwise transfer your Account or allow your login credentials to be used by any other individual. You are responsible for maintaining the confidentiality of your Account and password (including any related security questions and answers), and for restricting access to your computer or other device used to access your Account. You agree that you are solely responsible for any activities or actions taken under your Account, whether or not authorized by you, including any payments. You shall notify us immediately of any unauthorized use of your Account login credentials. We are not liable for any loss or damage from your failure to comply with this section. You represent and warrant that any information you provide to us is accurate, current and complete and that you will maintain and promptly update your information to keep it accurate, current and complete. If any information you provide to us is untrue, inaccurate, not current, or incomplete, we reserve the right to terminate your use of the Site and/or the Services.

Consent to Electronic Communications

When you sign up for an Account through the Site, you have, by default, “opted in” to receiving promotional emails from Company. You may at any time opt out of receiving such promotional emails by logging into your account and adjusting your profile settings, or by using the opt-out functionality embedded in such promotional emails. We may communicate and transact with you electronically through the Site or through other electronic means.

Text Communications

You must provide a mobile phone number and agree to these terms and conditions in order to receive SMS, MMS or text messages (“Text Communications”) from Company. Before you start receiving Text Communications from Company, you will need to verify the mobile phone number by responding to a text message to your mobile phone that affirms your choice to opt in to receive Text Communications. Note that in affirming this message, you acknowledge and agree that (i) Text Communications will be sent to the number you provide and whoever has access to that mobile phone or carrier account will be able to see this information; and (ii) you are the subscriber for the number you provide and will inform Company if you are no longer the subscriber. Once you affirm your choice to opt in to this service, message frequency will vary. Message and data rates apply. You can text “STOP” to the number you receive in Text Communications to opt out of this program at any time.

Pricing

Availability of Services and Features

All Services features, including availability, prices, charges and fees in effect, are subject to change at any time without notice. Company reserves the right, with or without prior notice, to limit the availability of or discontinue any Services; to restrict or cancel any purchase; and to refuse any order or application made by you. Certain Services are subject to additional terms, conditions, policies and disclosures. We reserve the right to limit your order or the quantity of a particular Service that you may order.

Prices

The prices applicable to your order will be those in place on the date the order was placed. Promotional prices and discount offers are valid only during the applicable period indicated in the promotion. In the event a Service is listed at an incorrect price due to a typographical or other error, Company shall have the right to cancel any orders for Services listed at the incorrect price upon notice to you, whether or not the order has been confirmed. Prices are in U.S. dollars, are subject to change, and do not reflect any applicable taxes.

Promotion Codes

Promotion codes are valid only on orders placed via the Site, subject to the terms of this section. Promotion codes can be applied to your order by entering the code at checkout. All promotion codes have an expiration date after which they will no longer apply. Promotion codes may be adjusted if the total discount value is greater than the value of your order. We reserve the right to withdraw or cancel any of our promotion codes at any time, either as a whole. If this happens, then the promotion codes may not be used for any orders placed after the date of withdrawal or cancellation. We reserve the right to reject or cancel the use of a promotion code where fraud or illegal misuse is suspected. You will have no claim against us in respect of such rejection or cancellation of a promotion code. We will not be liable to any customer for any financial loss arising out of the cancellation or withdrawal of any promotion code or any failure or inability of a customer to use a promotion code for any reason.

Orders and Payment

Credit and Debit Cards; Billing and Payment

A credit or debit card will be required for all orders made through the Site. You authorize Company to charge the credit or debit card (or other payment method accepted by Company on the Site) provided by you for all purchases made through the Site through your Account, plus applicable taxes and fees. You represent that you have the legal right to use any credit or debit card or other payment method provided by you and accepted by Company, and you further agree to promptly pay for any order through the Site placed by you or anyone who you allow to use your account credentials or password. During the payment authorization process, your credit or debit card is validated and must have enough available funds for the transaction to be approved. Upon approval, the order will be accepted. If you fail to pay any fees or charges when due (including the fees and charges as stated above, as well as fees and charges for electronic payment rejection or damages arising from fraudulent use), we may charge such amount directly to the credit or debit card you designate through the Site for payment of your order. You are responsible and liable for any fees, including attorneys’ fees and collection costs, that we may incur in our efforts to collect any unpaid balances from you.

Reservation of Rights

All orders placed through the Site are subject to Company’s acceptance. Company may require verification of information prior to the acceptance and/or fulfillment of any order. Your receipt of an order confirmation does not signify Company’s acceptance of your order. Company reserves the right at any time after receipt of your order to accept or decline it for any or no reason and without liability to you or anyone else. If your method of payment has already been charged for an order that Company later cancels, Company will issue you a refund.

WARRANTY DISCLAIMER

Although Company strives for accuracy in all elements of the Site and the Services, it may contain inaccuracies or typographical errors. Additionally, while users of the Site and the Services are bound by these Terms not to submit false material, Company is not responsible for the violation of these terms by users, or for the reliance by users upon false or misleading material submitted by other users. Company makes no representations about the accuracy, reliability, completeness or timeliness of online material or about the results to be obtained from using the Site and/or the Services. You access and use the Site, the Services and any of its Content is at your own risk.

COMPANY DOES NOT WARRANT THAT THE SITE AND THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SITE, THE SERVICES AND CONTENT OR ANY COMPUTER SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL MATERIAL. IF YOUR USE OF THE SITE OR THE SERVICES RESULTS IN ANY COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, COMPANY SHALL NOT BE RESPONSIBLE FOR THOSE COSTS OR EXPENSES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AND COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE MATERIALS, SOFTWARE, TEXT, GRAPHICS OR LINKS.

LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, RESULTING FROM YOUR USE OR INABILITY TO USE ANY PART OF THE SITE OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY TO YOU, DIRECT OR OTHERWISE, EXCEED THE GREATER OF: (I) THE TOTAL PURCHASE PRICE OF THE RELEVANT SERVICE, IF APPLICABLE; OR (II) ONE HUNDRED DOLLARS ($100).

THE LAWS OF CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSIONS AND LIMITATIONS OF DAMAGES IN THIS SECTION, IN WHICH CASE COMPANY’S LIABILITY FOR DAMAGES IN CONNECTION WITH THESE TERMS IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTION.

Indemnification

By using the Site and/or the Services, you agree to defend, indemnify and hold harmless Company, its affiliates and their respective officers, directors, employees, contractors and agents, from and against any and all losses, actions, claims, damages, fines, costs and expenses (including reasonable legal and accounting fees) arising from or related to your use of the Site or the Services, including the Content, or your breach of these Terms. Company reserves the right to assume or participate, at your expense, in the investigation, settlement and defense of any such action or claim.

DISPUTE RESOLUTION (INCLUDING ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER)

PLEASE READ THIS SECTION CAREFULLY – THIS SECTION (INCLUDING SECTIONS 23.1 – 23.10 SET FORTH BELOW) AND SECTION 24 (GOVERNING LAW AND VENUE) AFFECT YOUR LEGAL RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU MUST PROVIDE NOTICE TO US, PURSUANT TO THE PROCEDURES SET FORTH IN THIS DISPUTE RESOLUTION SECTION, OF ANY CLAIM WITHIN ONE YEAR OF ITS ACCRUAL OR YOUR CLAIM SHALL BE WAIVED AND TIME-BARRED.

For purposes of this Dispute Resolution section, intended beneficiaries who will be entitled to enforce the provisions of this Section 23 (Dispute Resolution) include: (a) You and any person or entity purporting to bring claims on Your behalf (which may be referred to “You” or “Your” for purposes of this Section 23 (Dispute Resolution) and Section 24 (Governing Law and Venue), as well as (b) the Company and any of its affiliates, and all of its or their parent companies, subsidiaries, divisions, shareholders, members, managers, agents, partners, trustees, directors, officers, employees, representatives, licensees, joint venturers, contractors, service providers, predecessors, successors, designees or assigns (collectively, “Company Parties”). Notwithstanding anything to the contrary in the first paragraph of these Terms, for purposes of this Section 23 (Dispute Resolution), “Company,” “we,” “us” and “our” shall refer to the Company Parties, either collectively, or individually.

Arbitration Agreement

Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and the Company agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Site or the Services, these Terms or the Privacy Notice, including disputes under federal or state statutes, common law, or tort law, whether legal or equitable (each a “Dispute”) will be resolved through final and binding individual arbitration, except that (i) you and the Company may assert claims or seek relief in a small claims court if such claims qualify and remain in small claims court and proceed only on an individual (not a class or representative) basis and seek individual relief, and so long as the action remains in that court and is not removed or appealed to a court of general jurisdiction, and (ii) you and the Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement, along with the remainder of this Section 23 (Dispute Resolution), applies to disputes arising before, on, or after the date of Your visit to the Site or the date of your transaction with the Company, and it survives cancellation of Services or other termination of any agreement You may have with the Company.

Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Requirement. We believe most disputes between you and the Company can and should be resolved by good-faith dialogue between the parties. If you and the Company have a Dispute (other than those exceptions set forth in Section 23.1 (Applicability of Arbitration Agreement) above), the parties to the Dispute agree that they will first make a good faith effort to resolve it informally. This process should lead to a resolution. In connection with any Dispute, a notice (“Notice”) must be sent to the other party that describes the Dispute. The Notice must include the claimant’s name, address, telephone number, email address, sufficient information to identify any transaction at issue, and a detailed description of (i) the Dispute, (ii) the nature and basis of the claims, and (iii) the nature and basis of the relief sought with a calculation for it. The Notice must be personally signed by the party initiating the Dispute (and counsel if represented). You must send the Notice by email to legal@stepful.com or by mail to Stepful, Inc., 4444 2nd Ave, #36001, Detroit, MI 48201, Attn: Legal. If the Company has a Dispute with you, Notice to you will be sent to the address or email address associated with your Account or, if you do not have an account with us, to the address or email address you provided in connection with your transaction (if applicable) or your publicly available address or email address. After a fully completed Notice is received, you and the Company agree to negotiate in good faith, including through an informal and individualized telephone conference between you and the Company if the party receiving the Notice makes such a request. If such a request is made, you and a representative of the Company must personally appear at and participate in the telephone conference (if the parties are represented by counsel, counsel may also participate). Absent a mutually agreed upon extension, the parties shall work in good faith to schedule the informal telephonic dispute resolution conference within sixty (60) days of such notice, or within a reasonable amount of time to accommodate the number of requested conferences, whichever is later. All applicable limitations periods (including statutes of limitations) shall be tolled from the date of receipt of a completed Notice through the conclusion of the process set forth in this Section 23.2. (“Informal Dispute Resolution Process”) is a condition precedent to initiating a claim in arbitration. If the sufficiency of a Notice or compliance with this Mandatory Informal Dispute Resolution Process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and during such court proceeding any arbitration shall be stayed. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. If the arbitration is already pending prior to the completion of the Notice and Informal Dispute Resolution Procedure, the arbitration shall be administratively closed. Nothing in this Section limits the right of a party to seek damages or other relief in arbitration for noncompliance with this Mandatory Informal Dispute Resolution Process. You or we may commence arbitration only if the Dispute is not resolved through this Informal Dispute Resolution Process.

Arbitration Procedures. After exhaustion of the Informal Dispute Resolution Process, You and the Company agree that any unresolved Dispute must be resolved exclusively through final and binding individual arbitration with the limited exceptions set forth above. The term “Dispute” and the requirement to arbitrate will be interpreted broadly.

The arbitration shall be administered by and conducted in accordance with the applicable rules of Judicial Arbitration and Mediation Services (“JAMS”). Disputes involving claims, counterclaims, or requests for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at https://www.jamsadr.com/rules-streamlined-arbitration/. All other Disputes shall be subject to JAMS’ most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’ policy regarding Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness, available at https://www.jamsadr.com/consumer-minimum-standards/, will apply where appropriate. If there are 25 or more similar demands for arbitration filed by either the same law firm or law firms acting in coordination, then the JAMS Mass Arbitration Procedures and Guidelines, available at https://www.jamsadr.com/mass-arbitration-procedures/, shall apply, subject to the Additional Procedures for Mass Arbitration set forth in Section 23.6 below. JAMS’ rules are also available at https://www.jamsadr.com/ or by calling JAMS at 800-352-5267. If JAMS is not available to administer the arbitration consistent with this Arbitration Agreement, the parties shall agree on an administrator that will do so. If the parties cannot agree, they shall petition a court of competent jurisdiction to appoint an administrator that will do so.

An arbitration demand must be accompanied by a certification of compliance with the Informal Dispute Resolution Process and be personally signed by the party initiating arbitration (and counsel, if represented). By submitting an arbitration demand, the party and counsel represent that, as in court, they are complying with the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 against represented parties and their counsel. You may choose to have the arbitration conducted by a phone, video, or in-person hearing, or through written submissions, except any Dispute seeking $25,000 or more or injunctive relief shall have an in-person or video hearing unless the parties agree otherwise. Both parties reserve the right to request a hearing in any matter from the arbitrator. You and a representative of the Company will personally appear at any hearing (with counsel, if represented). Unless you and the Company otherwise agree, or the Additional Procedures for Mass Arbitration (defined below) are triggered, any in-person hearing will be held in the county or parish in which you reside. If requested by either party, You and We shall personally appear (with counsel if represented) at an individualized telephone case management conference with JAMS before an arbitrator is appointed. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the maximum extent permitted by applicable law, You and We agree that each may bring claims against the other only in Your or Our individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. Further, unless both You and We agree otherwise, an arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, consolidated, private attorney general, or representative proceeding. An arbitrator must follow and enforce these Terms as a court would. If, after exhaustion of all appeals, any of these prohibitions on non-individualized injunctive or declaratory relief and class, collective, consolidated, private attorney general, or representative proceedings are found to be unenforceable with respect to a particular claim or request for relief (such as a request for public injunctive relief), then such a claim or request for relief (and only that particular claim or request for relief) will be decided by a court of competent jurisdiction, after all other claims and requests for relief are arbitrated. The arbitrator shall issue a reasoned written decision sufficient to explain essential findings and conclusions. The arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. Judgment on any arbitration award may be entered in any court of competent jurisdiction, except an award that has been satisfied may not be entered in any court. An award shall have no preclusive effect in any other arbitration or proceeding in which You are not a named party.

Delegation/Arbitrability. You and we agree that these Terms evidence a transaction in interstate commerce and the Federal Arbitration Act (“FAA”) applies to this Arbitration Agreement exclusively and governs its interpretation and enforcement. The arbitrator shall decide all issues except the following, which are for a court of competent jurisdiction to decide: (i) issues that are reserved for a court in these Terms; (ii) issues that relate to the scope, validity, and enforceability of the Arbitration Agreement, class action waiver, jury trial waiver, or any of the provisions of this Section 23 (Dispute Resolution); and (iii) issues that relate to the arbitrability of any Dispute.

Costs of Arbitration.

Arbitration fees will be governed by the applicable JAMS rules and fee schedule. If there is a conflict between the JAMS rules and this Arbitration Agreement, this Arbitration Agreement shall control. You and We agree that the parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, You or We may elect to engage with JAMS regarding arbitration fees, and agree that the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.

If You or we file or cause to be filed in any court, agency, or other non-arbitral tribunal a Dispute that is subject to arbitration under this Arbitration Agreement (an “Arbitrable Suit”), the defendant/respondent may provide written notice to the plaintiff/claimant (or its attorney) of its duty to arbitrate the Arbitrable Suit and to comply with the Informal Dispute Resolution Process set forth above. If the plaintiff/claimant does not dismiss the Arbitrable Suit within 14 calendar days of such notice, and the defendant/respondent successfully moves to compel compliance with the terms of this Arbitration Agreement, the plaintiff/claimant shall be responsible for paying the reasonable attorneys’ fees and other costs incurred by the defendant/respondent in responding to and moving to compel arbitration of the Arbitrable Suit to the maximum extent permitted by applicable law. Any request for such fees and costs shall be addressed to and decided by an arbitrator as if it were a Dispute and otherwise addressed in accordance with these Terms.

Additional Procedures for Mass Arbitration. You and We agree that these Additional Procedures for Mass Arbitration (in addition to the other provisions of this Arbitration Agreement) shall apply if You choose to participate in a Mass Arbitration. If 25 or more similar Disputes (including Yours) are asserted against the Company by the same or coordinated counsel or are otherwise coordinated (“Mass Arbitration”), You understand and agree that the resolution of Your Dispute might be delayed and ultimately proceed in court. If Your Dispute is part of a Mass Arbitration, any applicable limitations periods (including statutes of limitations) shall be tolled for Your Dispute from the time that your Dispute is first submitted to JAMS until Your Dispute is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this provision.

STAGE ONE: If at least 50 Disputes are submitted as part of the Mass Arbitration, counsel for the claimants and counsel for the Company shall each select 25 Disputes to be filed and to proceed as cases in individual arbitrations as part of this initial staged process. The number of Disputes to be selected to proceed in Stage One can be increased by agreement of counsel for the parties (and if there are fewer than 50 Disputes, all shall proceed individually in Stage One). Each of the 50 (or fewer) cases shall be assigned to a different arbitrator and proceed individually. If a case is withdrawn before the issuance of an arbitration award, another claim shall be selected to proceed as part of Stage One. The remaining Disputes shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed or collected in connection with those claims. After this initial set of proceedings, counsel for the parties shall participate in a global mediation session with a mediator jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stage One), and the Company shall pay the mediator’s fee.

STAGE TWO: If the remaining Disputes have not been resolved at the conclusion of Stage One, counsel for the claimants and counsel for the Company shall each select 25 Disputes per side to be filed and to proceed as cases in individual arbitrations as part of a second staged process. The number of Disputes to be selected to proceed as part of this second staged process can be increased by agreement of counsel for the parties (and if there are fewer than 50 Disputes, all shall proceed individually in Stage Two). No more than three cases may be assigned to a single arbitrator to proceed individually. If a case is withdrawn before the issuance of an arbitration award, another claim shall be selected to proceed as part of Stage Two. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this second set of staged proceedings, the parties shall engage in a global mediation session of all remaining Disputes with a mediator jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stages One and Two), and the Company shall pay the mediator’s fee.

Upon the completion of the mediation set forth in Stage Two, each remaining Dispute (if any) that is not settled or not withdrawn shall be opted out of arbitration and may proceed in a court of competent jurisdiction consistent with the remainder of the Terms, including the remaining provisions of this Section 23 (Dispute Resolution). Notwithstanding the foregoing, counsel for the parties may mutually agree in writing to proceed with the adjudication of some or all of the remaining Disputes in individual arbitrations consistent with the process set forth in Stage Two (except Disputes shall be randomly selected and mediation shall be elective by agreement of counsel) or through another mutually agreeable process.

A court of competent jurisdiction shall have the authority to enforce the Additional Procedures for Mass Arbitration, including the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. The Additional Procedures for Mass Arbitration provision and each of its requirements are essential parts of this Arbitration Agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that the Additional Procedures for Mass Arbitration apply to Your Dispute and are not enforceable, then Your Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of these Terms.

You and the Company agree that we each value the integrity and efficiency of arbitration and wish to employ the process for the fair resolution of genuine and sincere disputes between us. You and the Company acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Additional Procedures for Mass Arbitration have been reasonably designed to result in an efficient and fair adjudication of such cases.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to legal@stepful.com or by mail to Stepful, Inc., 4444 2nd Ave, #36001, Detroit, MI 48201, Attn: Legal within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us. If the Dispute is not covered by any arbitration agreement between you and us, it shall proceed before the courts indicated in Section 24 (Governing Law and Venue) below.

Future Changes to Arbitration Agreement. If we make any future changes to this Arbitration Agreement (other than a change to our contact information), You may reject any such change by sending a personally signed, written notice to the following address within 30 days of the change with a clear statement describing the changes to the Arbitration Agreement that you wish to opt out: by email to legal@stepful.com or by mail to Stepful, Inc., 4444 2nd Ave, #36001, Detroit, MI 48201, Attn: Legal. Such written notice does not constitute an opt out of arbitration altogether. By rejecting any future change, You are agreeing that You will arbitrate any Dispute between You and the Arbitrating Entities (defined above) in accordance with this version of the Arbitration Agreement.

Severability. Except as specifically provided herein, if any part of this Dispute Resolution Agreement is found invalid or unenforceable, then it shall be stricken and the other parts of this Dispute Resolution Agreement shall remain in full force and effect.

Class Action Waiver; Jury Trial Waiver

Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE WAIVE THE RIGHT TO A JURY TRIAL. You and the Company are instead electing that all Disputes shall be resolved by arbitration under the Arbitration Agreement, except as specified in Section 23.1 (Applicability of Arbitration Agreement) above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court.

Class Action Waiver. YOU AND WE EACH AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN LITIGATION, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. YOU AND WE AGREE TO WAIVE ANY RIGHT TO BRING OR TO PARTICIPATE IN SUCH AN ACTION IN ARBITRATION OR IN COURT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT.

Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles, except to the extent that the Federal Arbitration Act governs the Arbitration Agreement in Section 23 (Dispute Resolution) above. If the Arbitration Agreement is ever deemed unenforceable or void, or a dispute between the parties is not subject to arbitration, you irrevocably consent to the exclusive jurisdiction of the federal and state courts that encompass Delaware, and you waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to (i) inconvenient forum, or (ii) any other basis or any right to seek to transfer or change venue of any such action to another court.

Export Control

Company controls and operates the Site and the Services from the United States and does not claim that any part of the Site is appropriate or may be accessed or used outside of the United States. Access to the Site and the Services may not be legal by certain persons or in certain countries. If you access the Site or the Services from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction from which you access the Site or the Services. You agree to comply with all U.S. or other export and re-export control restrictions. You represent and warrant that you are not: (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or similar restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) listed on any U.S. government lists of prohibited or restricted parties.

General

If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any provision in these Terms shall be a further or continuing waiver of such provision or any other provision in these Terms. The section names in the Terms are for convenience only and have no legal or contractual effect. You may not assign these Terms, or any of your rights or obligations hereunder, without the prior written consent of Company. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms at any time without your prior consent. Except as expressly provided elsewhere in the Site, these Terms and any other terms and conditions expressly incorporated by reference into these Terms by Company constitute the entire agreement between you and Company with respect to your use of the Site and the Services.

Contact Information

We welcome you to contact us with any questions, comments or concerns about the Site and the Services.

Mail: Stepful, Inc., 4444 2nd Ave, #36001, Detroit, MI 48201, Attn: Legal
Email: legal@stepful.com
Telephone: (855) 730-7993