Terms of Service

1. Acceptance of Terms

These Terms form a legally binding agreement between you and Stoodle Inc. If you are using the Services on behalf of a minor (under 19 in Canada or under 13 in the U.S.), you represent that you are the parent or legal guardian and have authority to bind the minor to these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization. We may update these Terms from time to time, and material changes will be communicated via email or a Website notice at least 30 days before taking effect. Continued use of the Services after such changes constitutes your acceptance of the updated Terms.

2. Eligibility

To use the Services, you must:

• Be at least 19 years of age in Canada or 13 in the U.S., or have verifiable parental consent if younger (per COPPA and PIPEDA requirements).
• Provide accurate and complete information during account registration.
• Not be located in a country subject to Canadian or U.S. trade sanctions or embar- goes.

We reserve the right to refuse service or terminate accounts for users who do not meet these eligibility criteria.

3. Account Registration and Security

3.1 Account Creation

To access certain Services (e.g., tutor matching, AI workspace), you must create an account by providing:

• Your name, email address, and password.
• For tutors: professional credentials and availability.
• For students under 19: parent/guardian contact information.

You agree to provide accurate, current, and complete information and to update it promptly if it changes.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials.
• All activities conducted under your account, whether authorized or not.
• Notifying us immediately at support@stoodle.ai of any unauthorized access or security breach.

We are not liable for losses arising from unauthorized use of your account, but you may be liable for losses incurred by us or others due to such use.

4. Services Description

Stoodle provides an online platform connecting students with tutors and offering educa- tional tools, including:

• Tutor Matching: Real-time matching with qualified tutors for virtual sessions, priced at $35 per session, with a 30% commission and $3 platform fee retained by Stoodle.
• Study Tools: Free features like flashcards, quizzes, note-taking with speech-to- text, and an AI workspace (some features may incur fees if premium AI models are used).
• Student Dashboard: A user-friendly interface for accessing tutors, study tools, and progress tracking.

We reserve the right to modify, suspend, or discontinue any part of the Services at our discretion, with or without notice, subject to applicable laws.

5. Payment Terms

5.1 Pricing

• Tutoring sessions are priced at $35 per session, inclusive of a 30% commission ($10.50) and a $3 platform fee retained by Stoodle.
• Certain AI workspace features may incur additional fees, disclosed at the time of use.
• All prices are in Canadian dollars (CAD) and may be subject to applicable taxes (e.g., HST), unless exempt.

5.2 Payment Processing

Payments are processed securely via third-party providers (e.g., Stripe, PayPal). You agree to:

• Provide valid payment information.
• Authorize Stoodle to charge your chosen payment method for Services used.
• Pay any applicable taxes or fees associated with your transactions.

5.3 Refunds

Refunds may be issued at our discretion for:

• Canceled sessions, if requested within 24 hours of booking.
• Technical issues preventing session delivery, verified by Stoodle.

No refunds will be issued for completed sessions or user-generated issues (e.g., failure to attend). Refund requests must be submitted to support@stoodle.ai.

6. User Conduct

You agree to use the Services in a lawful, respectful, and appropriate manner. Prohibited activities include:

• Engaging in harassment, abuse, or discrimination during tutoring sessions or com- munications.
• Uploading or sharing content that is illegal, obscene, defamatory, or infringing on intellectual property rights.
• Attempting to access, tamper with, or disrupt the Services, including through hack- ing or malware.
• Impersonating another person or misrepresenting your qualifications (for tutors).
• Using the Services for commercial purposes outside the intended scope (e.g., re- selling tutoring sessions).

We reserve the right to suspend or terminate your account for violations, without notice, and to report illegal activities to authorities.

7. Intellectual Property

7.1 Ownership

Stoodle owns all intellectual property rights in the Website and Services, including soft- ware, designs, logos, and content (excluding User Content, defined below). You may not reproduce, distribute, or create derivative works from our intellectual property without written permission.

7.2 User Content

You retain ownership of content you create or upload (e.g., flashcards, notes, quiz ques- tions) (“User Content”). By submitting User Content, you grant Stoodle a worldwide, non-exclusive, royalty-free, transferable license to:

• Use, store, and display User Content to provide the Services.
• Analyze User Content to improve the Services (e.g., AI training, with de-identified data).

You represent that your User Content does not infringe third-party rights or violate applicable laws.

7.3 Feedback

Any feedback or suggestions you provide about the Services may be used by Stoodle without obligation or compensation to you.

8. Privacy

Your use of the Services is subject to our Privacy Policy, which governs how we collect, use, and protect your personal information. By using the Services, you consent to such practices.

9. Limitation of Liability

To the fullest extent permitted by law, Stoodle, its affiliates, officers, directors, and employees shall not be liable for:

• Indirect, incidental, consequential, or punitive damages arising from your use of the Services.
• Losses due to technical issues, data breaches, or third-party actions beyond our reasonable control.
• Disputes between students and tutors, including session quality or outcomes.

Our total liability for any claim shall not exceed the amount you paid for the Services in the preceding 12 months. Some jurisdictions do not allow such limitations, so these may not apply to you.

10. Indemnification

You agree to indemnify and hold harmless Stoodle, its affiliates, and their respective officers, directors, and employees from any claims, damages, or losses arising from:

• Your violation of these Terms or applicable laws.
• Your User Content or interactions with other users (e.g., tutors or students).
• Your misuse of the Services.

11. Termination

We may suspend or terminate your account or access to the Services at our discretion, with or without notice, for reasons including:

• Violation of these Terms.
• Non-payment of fees.
• Inactivity for 12 months.

Upon termination, your right to use the Services ceases, but these Terms’ provisions on intellectual property, liability, and indemnification survive.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of Ontario, Canada, without regard to conflict of law principles. Any disputes arising from these Terms or the Services shall be resolved through:

• Negotiation: Contact us at support@stoodle.ai to resolve issues informally.
• Arbitration: If unresolved, disputes shall be settled by binding arbitration in Toronto, Ontario, under the rules of the Canadian Arbitration Association. You waive the right to participate in class actions.

Some jurisdictions may not permit mandatory arbitration, so this provision may not apply fully.

13. Third-Party Services

The Services may integrate third-party services (e.g., Stripe for payments, Google An- alytics for analytics). These providers operate under their own terms, and we are not responsible for their actions or policies. Links to third-party sites are provided for con- venience and do not imply endorsement.

14. Force Majeure

Stoodle is not liable for delays or failures in performance due to events beyond our reasonable control, including natural disasters, cyberattacks, or government actions.

15. Entire Agreement

These Terms, together with the Privacy Policy and any referenced policies, constitute the entire agreement between you and Stoodle regarding the Services, superseding any prior agreements.

16. Contact Us

For questions or concerns about these Terms, contact:

• Email: support@stoodle.ai

We aim to respond within 30 days.

17. Accessibility

These Terms are available in the footer of www.stoodle.ai and within our mobile app under the “Legal” section. For accessibility assistance, contact support@stoodle.ai.

By using our Website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. Thank you for choosing Stoodle Inc.