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Elevation Prep Terms of Service (Kindly prepared pro bono by our partners at Yale Law School)


The following Terms of Service, together with our Terms of Use (LINK) and Privacy Policy, (“Terms”) apply to your use of any Elevation Prep Services (as defined below), unless your use of any Elevation Prep Service is subject to a separate written agreement that governs your use of and the terms pursuant to which Elevation Prep LLC will provide any Elevation Prep Service to you as executed by you and Elevation Prep LLC.

Elevation Prep LLC, a Delaware limited liability company (“Elevation Prep,” “we,” “us,” or “our”), provides legal technology services. This document contains the Terms of Service governing your use of any and all services (“Services” or “Elevation Prep Services”) offered or provided by Elevation Prep from the Elevation Prep website at https://www.elevationgateway.com (“Website”), including without limitation college admissions counseling, college essay review services, or college essay feedback services that are provided using artificial intelligence technologies (collectively “AI Services”), web applications, add-ons, plug-ins, components, functionality, and programs, as well as any other services specified in a written order form mutually executed by you and Elevation Prep, (collectively, the “Elevation Prep Services” or “Services”).

These Terms shall include the Elevation Prep Privacy Policy and the Terms of Use (LINK), both which are specifically incorporated by reference into these Terms, and any other documents that are specifically incorporated by reference into these Terms.

The “Subscription Agreement” shall consist of these Terms, Elevation Prep’s price schedule (as published on the Elevation Prep website), if any, and any order form(s) for any Elevation Prep Service executed by Elevation Prep and you (“you” or “User”).

By clicking the “I accept” button, taking an action to indicate acceptance, or by using any Elevation Prep Service, with or without registration, you agree to these Terms with Elevation Prep. In the event you are agreeing to these Terms on behalf of a business or company or other legal entity, you represent, warrant, and certify that you are an authorized representative and agent of such business or entity, and you hereby agree to these Terms on your own behalf and on behalf of such business or company or other legal entity. If you do not have such legal authority, or you do not agree with these Terms, do not accept, access, or use any Service in any manner.  If you agree to these Terms on your own behalf and on behalf of such business or company or other legal entity, references to “you or “User” in these Terms, including in the Elevation Prep Privacy Policy (LINK) and the Terms of Use (LINK) incorporated by reference into these Terms and in any other documents incorporated by reference into these Terms, include you and such business or company or other legal entity.

If you are using any Elevation Prep Service during a proof of concept or other product trial (“Evaluation”), your use of such Service during the Evaluation period is still governed by these Terms. Notwithstanding any other provisions in these Terms, access to any Service during an Evaluation period is on an “as-is” basis without any representations or warranties of any kind by us. Any data or content uploaded to a Service by you may be permanently lost upon expiry of the Evaluation period. If you continue to use any Service after the conclusion of the Evaluation period, you understand that these Terms will also govern your ongoing use of such Service(s).

Notwithstanding any other provision of the Terms, you may not, and agree that you will not, access the Services if you (including, for clarity, your business or company or other entity) are a competitor to Elevation Prep, or if you wish to access the Services to monitor the functionality, performance, or availability of the Services, or if you wish to access the Services on behalf of another person or entity that is a competitor of Elevation Prep, or if you access any Service for any competitive purpose.

PLEASE READ THE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAINS A MANDATORY ARBITRATION AGREEMENT IN SECTION 13(G) AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 13(H) THAT REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS OR UNLESS YOU OPT OUT PURSUANT TO THE PROVIDED INSTRUCTIONS, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.

  1. Services, Restrictions and Customer Obligations


(a) Subject to your compliance with these Terms, Elevation Prep grants you a non-exclusive, non-transferable, non-sublicensable, revocable right and license to use and access the Services in compliance with all applicable local, state, federal, and foreign laws, rules, and regulations and solely for your personal use. You agree that you will not exceed the scope of this license, and you hereby agree to, and that you will comply with, these Terms, including all terms incorporated by reference herein.

 

To access and use our Service, you must be at least 16 years of age. You represent and warrant that you are at least 16 years of age and that you meet all applicable age requirements under applicable laws and regulations to access and use our Services and that you are competent to agree to these Terms. If you are not at least 16 years of age or do not meet any applicable age requirement, do not use any of our Services.

(b) Except to the extent any of the following restrictions is prohibited by applicable law, you hereby agree not to do, and not to assist, permit, or enable any other person or entity to do, any of the following:

  • disassemble, reverse engineer, decode, or decompile any part of the Services;

  • use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy, or record any of the Services or any part thereof;

  • copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter, or create derivative works of any part of the Services or the Elevation Prep Technology (as defined below) or any Output (as defined below) or Content (as defined below) or any other intellectual property of Elevation Prep;

  • use the Services in any manner that impacts (i) the stability of our servers, (ii) the operation or performance of the Services or any user’s use of any Service, or (iii) the behavior of other applications using any Service;

  • use the Services in any manner or for any purpose that (i) violates or promotes the violation of any applicable law, regulation, legal requirement, contractual obligation or right of any person including, but not limited to, intellectual property rights, rights of privacy, or rights of personality, (ii) is fraudulent, false, deceptive, or defamatory, (iii) promotes hatred, violence, or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us, our providers, our suppliers, our users, or any other third party;

  • use or display any Service in competition with us, to develop competing products or services, for benchmarking or competitive analysis of any Service, or otherwise to our detriment or disadvantage;

  • attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Services;

  • transmit viruses, worms or other software agents through the Services;

  • impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Services for any invasive or fraudulent purpose;

  • access any part of the Services, including any files, data, code, or records, that you are not authorized to access;

  • share passwords or authentication credentials for the Services, or otherwise circumvent the measures we may use to prevent or restrict access to the Services or enforce limitations on use of the Services; and

  • identify or refer to us or the Services in a manner that could reasonably imply an endorsement, relationship, or affiliation with or sponsorship between you (or a third party) and us, without our prior express written consent.

2.   Registration

To access and use the Elevation Prep Services, you will be required to register an account with Elevation Prep by completing a registration form and designating a user ID and password. When registering an account with Elevation Prep, you agree to: (a) provide true, accurate, current, and complete information about yourself (collectively, the “Registration Data”) as prompted by the Elevation Prep Service’s registration form, and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Elevation Prep Services (or any portion thereof).

You may not authorize any third party to access or use the Elevation Prep Services on your behalf. You are responsible for maintaining the confidentiality of the user ID and password and are fully responsible for all activities that occur under your account. You agree to immediately notify Elevation Prep of any unauthorized use of your account or any other breach of security. Elevation Prep cannot and will not be liable for any loss or damage arising from any unauthorized use of your account. By providing us with your email address, you agree to receive all required notices electronically, to that email address.

By inputting or supplying your Registration Data, including an email address, address, mobile telephone number, and/or telephone number, or by otherwise creating an account, you electronically consent to receive marketing or advertising messages communications, including email or mobile push notices from Elevation Prep and third parties, such as changes to features of the Services and special offers. If you do not want to receive such messages, you may opt out or change your preferences by contacting the Elevation Prep Services support team at team@medprepai.com, or by clicking the unsubscribe link within each marketing or advertising email message. Opting out of marketing communications will not prevent you from receiving Services-related notices.

  1. Term and Termination


These Terms will commence when you first use our Services and will continue until terminated by either party in accordance with the provisions set out in these Terms. Either party may terminate these Terms for convenience, at any time, upon prior written notice to the other party, subject to the terms and conditions in Section 6(C) below. Elevation Prep may provide User with notice of termination by email to the User contact email reflected in your Registration Data. User may provide Elevation Prep with notice of termination by contacting the Elevation Prep Services support team at

If in Elevation Prep’s sole judgment, you fail, or if Elevation Prep suspects that you have failed, to comply with any provision of these Terms, including without limitation any terms incorporated by reference, Elevation Prep may immediately terminate these Terms at any time with or without notice. For clarity, any such termination will immediately terminate any and all of your existing Subscription Agreements. 

The following provisions will survive any termination of these Terms: Section 3 (“Term and Termination”), Section 4 (“Intellectual Property Rights”), Section 5 (“Privacy”), Section 6(D) (“Fees”), Section 7 (“Security of User Input”), Section 8(A) and (B) (Representations and Warranties; Disclaimers); Section 9 (“Limitation on Damages; Disclaimer of Liability”), Section 10 (“Changes to Agreement”), Section 11 (“Inactivity or Cancellation or Termination of Subscription”), and Section 13 (“General Provisions”).

 

4.    Intellectual Property Rights

A. User Input

As between the parties, User owns all intellectual property rights in User Input (defined below).

For purposes of these Terms, “User Input” means any and all written or typed content or textual input that you submit to our Services and that is your work of original authorship, including all drafts of your admission essay, any summaries or outlines of any essay, and your final admission application, including admission essays, for each college or other educational program or course of study that you applied to using any of our Services upon request by Elevation Prep.

You are solely responsible for your User Input. You assume all risks associated with use of your User Input.

You hereby represent and warrant that your User Input does not violate any User obligations as specified in Section 1(b) or elsewhere in these Terms nor does your User Input violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights. We take no responsibility and assume no liability for any of your User Input.

You agree that you will provide a complete electronic copy (in PDF format) of your final admission application, including admission essays, for each college or other educational program or course of study that you applied to using any of our Services upon request by Elevation Prep.  We will provide you with a link for uploading the application(s) to provide them to Elevation Prep. 

B.  Elevation Prep Intellectual Property

All right, title and interest in and to the Services, including the AI Services, and the Elevation Prep Technology and all Output and Content, and all intellectual property rights in any of the foregoing, are and shall remain with Elevation Prep and its licensors, if any, including all applicable rights to: (i) copyrights, including all rights incident to copyright ownership, such as all rights of publication, registration, copying and rights to create derivative works; (ii) utility and design patents and patent applications; and (iii) trade secrets.

For purposes of these Terms, “Output” means all textual output provided to you by our Services, including our AI Services, and includes any output based on your User Input.  Output may include analyses or advice with respect to any admissions counseling, essay review services, or essay feedback services with respect to admission applications to college or any other educational program or course of study.

For purposes of these Terms, “Content” means any materials, content and works of authorship, whether in text, data, audio, or visual form, displayed by the Website or accessible from or available on the Website.

For purposes of these Terms, “Elevation Prep Technology” means all web-based software applications, including all artificial intelligence technology, and all functionalities, features, services, data, design, graphics, images, text, graphical user interfaces, and all other content technologies, software, computer code, data, databases, data models, algorithms, and aggregated and statistical information, used to offer, access, operate, and perform any Service, including any AI Service or to generate any Output.

Nothing in these Terms grants, or shall be construed as granting, you any ownership rights or intellectual property rights in or to Services, including the AI Services, or the Elevation Prep Technology, or any Output or Content, or any part thereof, whether by assignment, contract or otherwise, including without limitation to any trade secret, or to any invention, copyright, patent application or patent or any other intellectual property right that has been created or developed or that has issued or that may issue or may be created or developed at any time. 

You have no right, license or authorization with respect to the Services, including the AI Services, or the Elevation Prep Technology, or any Output or Content, or any part thereof, except as expressly set forth herein.  Access to and use of the Services, including the AI Services, or Elevation Prep Technology or any Output or Content, or any part thereof, does not in any way grant you or any other person or entity any intellectual property rights to, or any license or right to use, the Services, including the AI Services, or Elevation Prep Technology or any Output or Content for any purpose, except for the limited license granted in these Terms, in each case subject to the limitations and restrictions and other provisions of these Terms, including any terms incorporated herein by reference. All other rights in and to the Services, including the AI Services, the Elevation Prep Technology and all Output and Content are expressly reserved by Elevation Prep and its licensors. 

Without limiting the generality of the foregoing, you acknowledge and agree that any analysis, information, advice, content, or other Output generated by our AI Services during interactions remains the exclusive property of Elevation Prep.

B. License to Elevation Prep

For good and valuable consideration, the receipt of which you hereby confirm, you hereby grant, and you represent and warrant that you have all rights necessary to grant, to Elevation Prep an irrevocable, perpetual, freely transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, reproduce, store, modify, adapt, publish, distribute, translate, and display your User Input, including any User Input incorporated into any Output or used to create derivative works as part of or incorporate into any Output for any of the following purposes: (a) to maintain and provide the Services; (b) to improve our Services, including AI Services, and Elevation Prep Technology, (c) to create new functionalities, features, products or services as part of our Services or as new services that we may offer, (d) to create aggregated and de-identified information and reports; and (d) to perform such other actions as described in our Privacy Policy or as authorized by you in connection with your use of the Services.

C. Feedback

In the event User provides Elevation Prep with any suggestions, ideas, improvements, or other feedback with respect to any aspect of the Services (“Feedback”), Elevation Prep shall own such Feedback without additional compensation to User, attribution of any kind, or any other obligation to User.  For good and valuable consideration, the receipt of which you hereby confirm, User hereby transfers and assigns any and all rights, including all intellectual property rights, to any such Feedback exclusively to Elevation Prep and agrees to execute and deliver, upon request of Elevation Prep, such confirmatory or additional documents or instruments to effect ownership by Elevation Prep of such Feedback and the transfer of rights to such Feedback to Elevation Prep. 

5.    Privacy

User’s access to the Services is via the Website, which is owned and operated by Elevation Prep. As such, a User’s interaction with the Services and the Website, and any information that may be collected by the Services and the Website, is governed by these Terms, including the Terms of Use and our Privacy Policy, which are incorporated by reference herein and which may be updated from time to time. User agrees to receive announcements from Elevation Prep regarding the operation of the Services as well as marketing and other non-critical Services-related communications from time to time.

As provided in our Privacy Policy, we may share Personal Information with your high school counsellor if you provided their contact information. We may also share your User Input and our Output with your high school counsellor.  The information we may share with your high school counsellor may include your name and high school affiliation, information about your college essay, all drafts of your college essay, all advice you received from us in connection with our essay coaching service, and all other admissions guidance we provide, including through our AI Services.

6.    Fees

A. Subscription Fees

We may make the Services or any part of the Services available on an automatically renewing subscription basis (each, a “Subscription” for such Service(s)) subject to your payment of recurring fees (“Subscription Fees”) in our sole discretion.  The Subscription Fees will be set out in an applicable pricing table [LINK] available on our Website. We may add or amend Subscription Fees at our sole discretion, provided that any change to our Subscription Fees shall become effective following notice of such change to you as provided in these Terms, and provided further that if we have offered a specific duration and Subscription Fees for your use of the Services, we agree that such Subscription Fees will remain in force for that duration. Your Subscription will automatically renew at the end of the term identified in your Subscription Agreement for subsequent terms equal in length to the initial term (the initial such term and each renewal term, a “Subscription Term”) unless and until you cancel your Subscription or it is suspended, discontinued, or terminated in accordance with these Terms.

B. Payments

When you purchase a Subscription to the Services, you acknowledge and agree that we and/or our third-party payment processors are authorized to charge you for: (i) the appliable Subscription Fees; (ii) sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Elevation Prep; and (iii) any other charges you may incur in connection with your purchase and use of the Services. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in the Subscription Fees in accordance with these Terms, and/or changes in applicable taxes, and you authorize us to charge your payment method for the changed amounts.

Except as otherwise set forth in an applicable Subscription Agreement, all Subscription Fees are immediately due and payable in advance at the start of each Subscription Term. You agree to pay all Subscription Fees with your credit card, debit card, or other payment method. You must provide us with a current, valid, accepted payment method. When you initiate a payment transaction, you authorize us to provide your payment information to third parties so we can complete your transaction and charge your payment method in United States dollars. By using our Services you agree to be bound by our payment processor’s services agreement, which will be made accessible to you via hyperlink. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection). If your payment is not successfully settled for any reason within fourteen (14) days after payment has been initiated for your transaction, your Subscription and access to the Services may be canceled or suspended by us in our sole discretion.

C. Cancellation Procedure

You may cancel your Subscription(s) at any time; however, you remain liable for the Subscription Fees until the Subscription terminates at the end of the Subscription Term. In order to cancel your Subscription, you must notify us at least three (3) days before the start of the next Subscription Term using the appropriate functionalities of the Services or by contacting us at team@medprepai.com. You will continue to have access to the Services through the end of the Subscription Term.

D. No Refunds

SUBSCRIPTION FEES ARE NON-REFUNDABLE EXCEPT AS OTHERWISE EXPRESSLY AGREED IN WRITING. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT BE REFUNDED FOR ANY UNUSED TIME IN YOUR SUBSCRIPTION TERM OR ANY PRE-PAYMENTS MADE FOR SERVICES IN THE EVENT THAT: (I) YOU CANCEL OR TERMINATE YOUR SUBSCRIPTION OR (II) WE SUSPEND OR TERMINATE YOUR SUBSCRIPTION OR THESE TERMS FOR YOUR BREACH OF THESE TERMS, INCLUDING ANY TERMS INCORPORATED HEREIN BY RFERENCE.

7. Security of User Input

Elevation Prep will maintain commercially reasonable physical, technical, and administrative safeguards for protection of the security, confidentiality, and integrity of Registration Data and User Input. User acknowledges that the technology and infrastructure used in connection with offering and providing the Services makes it possible for a limited number of Elevation Prep personnel and contractors to access User Input. 

Elevation Prep personnel will only access and disclose User Input as provided in Section 5 (“Privacy”) hereof or as provided in our Privacy Policy, or with the consent of User, or to the extent reasonably required (i) to perform the Services on behalf of User; (ii) to investigate or correct a system error or otherwise improve the Services; (iii) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (iv) to comply with any applicable law, regulation, subpoena, discovery request or court order; (v) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; or (vi) to verify compliance with the provisions hereof; or (vii) to enforce/protect the rights and properties of Elevation Prep.

NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISION OF THESE TERMS, DUE TO THIS PROBABILISTIC NATURE OF THE AI TECHNOLOGY USED IN PERFORMING AI SERVICES, THERE EXISTS THE REMOTE POSSIBILITY THAT USER INPUT AND RELATING OUTPUT CAN BE DIVULGED TO THIRD-PARTIES, AND YOU ASSUME THE RISK OF ANY SUCH DISCLOSURE.

8.    Representations and Warranties; Disclaimers

Your represent and warrant that these Terms constitutes a valid and binding obligation on you, including your business, company, or other entity, and are enforceable against you, including your business, company, or other entity, in accordance with these Terms.

A. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ELEVATION PREP DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, ELEVATION PREP MAKES NO WARRANTY THAT (I) THE SERVICES, ANY REPORTS AND ANY CONTENT, ADVICE, ANALYSES, COMMUNICATIONS AND ANY OTHER OUTPUT PROVIDED BY THE SERVICES, INCLUDING THE AI SERVICES, WILL MEET THE REQUIREMENTS OF USER, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, ANY REPORTS AND ANY CONTENT, ADVICE, ANALYSES, COMMUNICATIONS AND ANY OTHER OUTPUT PROVIDED BY THE SERVICES, INCLUDING THE AI SERVICES, WILL BE ACCURATE, RELIABLE OR ERROR-FREE, OR (IV) ANY ERRORS IN ANY SERVICES OR ANY REPORTS OR ANY CONTENT, ADVICE, ANALYSES, COMMUNICATIONS AND ANY OTHER OUTPUT PROVIDED BY THE SERVICES, INCLUDING THE AI SERVICES, WILL BE CORRECTED.

THE SERVICES, ANY REPORTS AND ANY CONTENT, ADVICE, ANALYSES, COMMUNICATIONS AND ANY OTHER OUTPUT PROVIDED BY THE SERVICES, INCLUDING THE AI SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. NO ORAL OR WRITTEN OR ELECTRONIC INFORMATION OR COMMUNICATIONS GIVEN BY ELEVATION PREP, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES.

WE EXPRESSLY DISCLAIM ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY ADVICE OR OTHER OUTPUT GENERATED FROM ANY AI SERVICES OR ANY OTHER SERVICES OR OTHERWISE IN CONNECTION WITH THE SERVICES.  ELEVATION PREP’S PROVISION OF THE SERVICES, ANY REPORTS AND ANY CONTENT, ADVICE, ANALYSES, COMMUNICATIONS AND ANY OTHER OUTPUT PROVIDED BY THE SERVICES, INCLUDING THE AI SERVICES, AND ANY INFORMATION PROVIDED BY OUR ADMISSION COUNSELORS (AND ANY OTHER ELEVATION PREP REPRESENTATIVES) ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY.

B. AI Services

YOU ARE RESPONSIBLE FOR ALL DECISIONS MADE, ADVICE GIVEN, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON YOUR USE OF AI SERVICES, INCLUDING ANY ADVICE, ANALYSES, COMMUNICATIONS AND ANY OTHER OUTPUT PROVIDED BY THE AI SERVICES. OUR AI SERVICES USE MACHINE LEARNING MODELS THAT GENERATE PREDICTIONS BASED ON PATTERNS IN DATA. OUTPUT GENERATED BY A MACHINE LEARNING MODEL IS PROBABILISTIC AND SHOULD BE EVALUATED FOR ACCURACY AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY EMPLOYING HUMAN REVIEW OF SUCH OUTPUT.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN RELATION TO COLLEGE ADMISSIONS COUNSELING SERVICES AND COLLEGE ESSAY REVIEW SERVICES (INCLUDING COLLEGE ESSAY FEEDBACK SERVICES) AS PART OF ANY AI SERVICES OR ANY OTHER SERVICES, ELEVATION PREP MAKES NO REPRESENTATIONS AND GIVES NO WARRANTIES WITH RESPECT TO (A) THE LIKELIHOOD OF SUCCESS IN OBTAINING ADMISSION TO A PROGRAM, (B) WHETHER THE SERVICES WILL ENHANCE OR DETRACT FROM THE STRENGTH OF YOUR APPLICATION, OR (C) ANY GUARANTEE THAT YOU WILL OBTAIN ADMISSION TO ANY COLLEGE OR EDUCATIONAL PROGRAM OR COURSE OF STUDY. ELEVATION PREP SHALL NOT IN ANY WAY BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR YOUR FAILURE TO ACHIEVE ADMISSION TO ANY COLLEGE OR EDUCATIONAL PROGRAM OR COURSE OF STUDY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, IN ADDITION TO ANY OTHER LIMITATIONS OF LIABILITY, DISCLAIMERS, OR EXCLUSIONS AS MAY BE APPLICABLE, WE DISCLAIM ANY AND ALL LIABILITIES, WARRANTIES, AND OBLIGATIONS FOR DAMAGES, FEES, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, TO ANY THIRD PARTY) INCURRED THAT RELATE TO ARTIFICIAL INTELLIGENCE, MACHINE LEARNING, OR GENERATIVE ARTIFICIAL INTELLIGENCE INCLUDED IN, INTEGRATED WITH, OR OTHERWISE IN CONNECTION WITH OUR PRODUCTS AND SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS OR ALLEGATIONS RELATED TO: (1) INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, OR OTHER PROPRIETARY OR INTELLECTUAL PROPERTY OF A THIRD PARTY; (2) BREACH OF CONTRACT, INCLUDING RELATED TO OPEN SOURCE AND THIRD-PARTY SOFTWARE ATTRIBUTION REQUIREMENTS OR OTHER RESTRICTIONS; (3) SURPRISING OR OTHERWISE UNANTICIPATED EMERGENT BEHAVIOR FROM ARTIFICIAL INTELLIGENCE, MACHINE LEARNING, OR GENERATIVE ARTIFICIAL INTELLIGENCE MODELS; (4) SECURITY RISKS OR VULNERABILITIES; (5) ERRORS, OMISSIONS, OR INACCURACIES IN DATA, MATERIALS, CONTENT, OR INFORMATION; (6) DISCRIMINATION, DEFAMATION, BIAS, OR VIOLATIONS OF CONSUMER PROTECTION LAWS OR ANY OTHER LAWS OR REGULATIONS; OR (7) THE USE, MAINTENANCE, TRANSFER, OR DISCLOSURE OF DATA, MATERIALS, CONTENT, AND INFORMATION CONSIDERED CONFIDENTIAL TO ANOTHER PERSON OR ENTITY.

9. Limitation on Damages; Disclaimer of Liability

IN NO EVENT SHALL ELEVATION PREP OR ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, INCLUDING ANY TERMS INCORPORATED BY REFERENCE HEREIN, ANY SERVICES, INCLUDING ANY AI SERVICES, OR ANY COLLEGE ADMISSIONS COUNSELING, COLLEGE ESSAY REVIEW OR FEEDBACK, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, DATA LOSS OR USAGE, OR LOSS OF OPPORTUNITIES, FAILURE TO BE ADMITTED TO ANY COLLEGE OR EDCUATIONAL PROGRAM OR COURSE OF STUDY, EVEN IF ELEVATION PREP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ELEVATION PREP’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND/OR THE SERVICES, INCLUDING ANY AI SERVICES, OR ANY COLLEGE ADMISSIONS COUNSELING, COLLEGE ESSAY REVIEW OR FEEDBACK, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, EXCEED THE GREATER OF (1) ONE HUNDRED DOLLARS ($100) and (2) THE AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO ELEVATION PREP.

To the extent any liability of a party cannot be disclaimed, excluded, or limited as aforesaid under applicable law, such liability shall be disclaimed, excluded, and limited to the fullest extent permitted under applicable law.

10. Changes to Agreement

Elevation Prep may amend these Terms, including any terms incorporated herein by reference, from time to time by posting the revised terms of these Terms on Elevation Prep’s Website and/or by providing written notice of such amendment to User (which notice may be provided via email to User contact listed is the Registration Data). Any revised terms of these Terms will take effect from the date of posting or notice to User, unless otherwise specified in such posting or notice. User should check Elevation Prep’s website frequently for any such revisions. User’s continued use of the Services shall be deemed to constitute its acceptance of any such revised terms.

11. Inactivity or Cancellation or Termination of Subscription

Upon a prolonged period of inactivity, or any cancellation or termination of User’s Subscription to the Services, Elevation Prep will have no obligation to maintain or provide access to User Input. If a User’s account is inactive for one hundred and twenty (120) days, Elevation Prep reserves the right to delete or destroy all copies of User Input without providing notice, unless legally prohibited. Furthermore, Elevation Prep reserves the right to delete or destroy all copies of User Input in the normal course of operation any time after the expiry of thirty (30) days after the cancellation or termination of User’s subscription to the Services. User Input cannot be recovered once such User Input has been deleted or destroyed.

12.  Third Party Websites

The Elevation Prep Services may have links to third party websites, content providers, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any of these third party websites, materials, products, or services. If you access a third-party website from Elevation Prep Services, you do so at your own risk, and you understand that these Terms, including our Privacy Policy, do not apply to your use of those sites. Elevation Prep hereby disclaims and you hereby irrevocably waive any claims and you release Elevation Prep from any and all liability, arising from your use of third party websites, services, or content.

13. General Provisions

A. Relationship of the Parties

The relationship of the parties under these Terms is one of independent contractors and does not create an agency, partnership, franchise, joint venture, fiduciary or employment relationship between the parties.  Elevation Prep does not owe, and hereby expressly disclaims, any fiduciary duties to you.

B. Force Majeure

Neither party shall be in default if its failure to perform or delay in performing any obligation under these Terms (other than payment obligations) is caused by governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, or Internet disturbances that are beyond such party’s reasonable control.

C. Assignment

You may not assign any rights or delegate any obligations under these Terms or a Subscription Agreement or any Subscription, in whole or in part, to any other person or entity without Elevation Prep’s prior written consent, not to be unreasonably withheld.  Elevation Prep may assign its rights and delegate its obligations, in whole or part, under these Terms or under a Subscription Agreement to any other person or entity without User’s consent, including to any entity that acquires all or substantially all of the business or assets of Elevation Prep related to the Services, whether by merger, reorganization, acquisition, sale, operation of law, change in control or otherwise. Any assignment or delegation made in conflict with this provision shall be void and without force and effect. These Terms are binding upon and will inure to the benefits of each of the parties and their respective successors and assigns. Nothing in these Terms is intended or shall be construed to give any person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect to these Terms.

D. Waiver; Remedies

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right unless expressly acknowledged and agreed to by both parties in writing. A waiver of rights under these Terms will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

E. Severability

Except as provided in Section 13(G), if any provision of these Terms, or portion thereof, is found to be invalid, unlawful, or unenforceable to any extent, such provision shall be replaced with another provision consistent with the purpose and intent of these Terms, and the remaining provisions of these Terms shall remain in effect. In the case of any conflict or inconsistency between the provisions of your Subscription Agreement and the provisions of these Terms, these Terms shall govern.

F. Governing Law and Jurisdiction

You agree that: (i) the Services shall be deemed solely based in Connecticut; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over Elevation Prep, either specific or general, in jurisdictions other than Connecticut. These Terms shall be governed by the internal substantive laws of the State of Connecticut, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You hereby submit and agree to submit to the personal jurisdiction of the federal and state courts located in Connecticut for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Connecticut is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable or you have validly rejected and opted out of the Arbitration Agreement as provided in Section 13(G) below and, you hereby submit and agree to submit to the personal jurisdiction of the federal and state courts located in Connecticut for any such appeals and trial proceedings.

G. Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Section 13(G) (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (a) these Terms, including all terms incorporated herein by reference, (b) the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability of the Terms, including all terms incorporated herein by reference; (c) access to or use of the Services, including receipt of any advertising, marketing, or other communications from us; (d) any transactions through, by, or using the Services; or (e) any other aspect of your relationship or transactions with us, directly or indirectly, as a user or consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.

If you are a new User, you can reject and opt out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at team@medprepai.com with your first and last name and stating your intent to opt out of the Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at team@medprepai.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim through binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, the Arbitration Agreement shall control. The arbitration will be conducted in the U.S. county where you live or Connecticut, unless you and we agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and we agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, or any provision of these Terms, is unconscionable or illusory or any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

NOTHING IN THIS SECTION WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS, OR OTHER PROPRIETARY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver (as provided in Section 13(H) below) is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

H. Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.

YOU AND ELEVATION PREP AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ELEVATION PREP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

I. DMCA Notices

We respect content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via our Services, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:

(a) An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

(b) Identification of the copyrighted work that you claim has been infringed;

(c) Identification of the material that is claimed to be infringing and where it is located on our Services;

(d) Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and e-mail address;

(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

(f) A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to our DMCA Agent using the following contact information:

[contact information]

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that the preceding requirements do not constitute legal advice. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to our Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

J. Publicity Rights

We may identify you as a user in our promotional materials. We will promptly stop doing so upon your request sent to team@medprepai.com.

K. Entire Agreement.

These Terms, including the terms incorporated herein by reference, shall constitute the entire agreement between you and us concerning our Services. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made by you or by any of our employees or representatives are expressly excluded from these Terms and shall not apply to you or us or your use of our Services.

L. Contact

If you have any questions about these Terms, please contact us at team@medprepai.com.

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