Terms of Service

1. Acceptance of Terms

By accessing or using the website and services of Scholr Inc. (“we,” “us” or “our”), you agree to comply with and be bound by these Terms of Service and our Privacy Policy. If you do not agree to these terms, please refrain from using our website or services.

These Terms of Service (these “Terms”) are our general terms and conditions. They apply to everyone who uses our website and to every purchase of our services. Purchasing Services includes agreeing to these Terms and to our Privacy Policy.

These Terms prevail over any terms or conditions submitted by a Customer, whether through an order form, a request, a communication or otherwise. Our provision of the Services does not constitute acceptance of any such terms or conditions, and does not modify or amend these Terms unless we expressly agree in writing.

2. Definitions

In these Terms, the following words have the meanings set out below:

• “Customer” means the individual who purchases Services from us, whether for their own benefit or for the benefit of a Student. The Proposal calls the Customer the “Client.”
• “Student” means the individual who will receive the Services. The Customer and the Student may be the same person.
• “Consultant,” where the Proposal uses it, means Scholr Inc.
• “Proposal” means the personalized proposal page or checkout page through which the Customer purchases Services, including the Service Agreement set out in it, together with any order summary or other purchase confirmation we provide. It identifies the Customer, the Student, the Package, the fees, applicable taxes, the payment option and other order details, along with any Program Guarantee and other package-specific terms for that purchase.
• “Package” means the specific admissions consulting, coaching or related services package selected by the Customer in the Proposal.
• “Services” means the admissions consulting, coaching and related services we provide under the Proposal and these Terms, including the services included in the Package.
• “Program Guarantee” means any satisfaction guarantee, acceptance promise, acceptance guarantee, repeat-program entitlement, refund right or similar program-specific commitment expressly identified in the Proposal for the Package purchased by the Customer.
• “Effective Date” means the date on which the Customer completes the purchase of the Package in accordance with the Proposal and accepts these Terms.

3. Your Proposal and These Terms

The Proposal and these Terms together (the “Agreement”) are the entire agreement between us and the Customer with respect to the Services. The Agreement supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, warranties and communications, whether written or oral.

If there is any conflict, inconsistency or difference between the Proposal and these Terms, the Proposal prevails to the extent of that conflict, inconsistency or difference. Without limiting this, any terms in the Proposal relating to the Package, the Services, fees, payment terms, timing, a Program Guarantee or other package-specific details prevail over these Terms. These Terms continue to apply to every matter the Proposal does not specifically address.

If the Customer purchases Services for the benefit of a Student, the Customer represents that they have the authority to provide the Student's information to us and to enter into the Agreement in respect of the Services. The Customer remains responsible for all payment obligations under the Agreement.

By completing the purchase of a Package in accordance with the Proposal, the Customer agrees to be bound by the Agreement, including the Service Agreement in the Proposal, and agrees to our Privacy Policy.

4. Our Services

We provide educational consulting services related to medical school admissions, including but not limited to admissions strategy, application review, personal statement support, interview preparation, mentorship, and educational resources. Service offerings may change or be updated at any time without prior notice.

We will provide the Services included in the Package selected by the Customer and identified in the Proposal. The specific services, features, deliverables, limitations, benefits and any Program Guarantee included in a Package are those described in the Proposal and, where applicable, in the Package description displayed on our website or checkout page when the Customer completes the purchase. The scope of the Services is determined by the version of the Package description displayed or otherwise made available to the Customer at the time of purchase.

The Services are educational consulting, coaching, strategy, application support, interview preparation and related guidance. Admissions decisions are made exclusively by the schools, programs and institutions concerned and are outside our control. We therefore do not guarantee admission to any school, program or institution, or any other admissions outcome. Certain Packages include a Program Guarantee, which provides specific contractual rights and remedies, such as a refund, a credit or a repeat program, subject to its eligibility requirements and conditions.

5. Term and Timelines

Unless the Proposal states otherwise, the Agreement begins on the Effective Date and continues until the earlier of the completion of the Services and the end of the period specified in the Proposal.

We will use commercially reasonable efforts to meet any program start date, program end date, milestone, meeting date or other timeline specified in the Proposal or otherwise communicated by us. These dates and timelines are estimates only and are not guaranteed. They may depend on, among other things, the Student's participation and availability and the timely submission of requested information and materials. We are not responsible for any delay or failure to meet a date or timeline to the extent it results from the acts or omissions of the Customer or the Student.

6. Program Guarantees

A Program Guarantee is not a guarantee of admission to any school, program or institution, and it does not guarantee any admissions decision or other outcome determined by a third party. It gives the Customer specified contractual rights and remedies if the eligibility requirements and conditions that apply to it are satisfied.

A Package includes a Program Guarantee only if the Program Guarantee is expressly identified in the Proposal or in the Package description displayed or made available to the Customer at the time of purchase. A Program Guarantee applies only where it is expressly included in the Package the Customer purchased.

Every Program Guarantee is subject to the eligibility criteria, exclusions, request deadlines, documentation requirements and other conditions stated in the Proposal or the Package description. A request under a Program Guarantee must be made in writing, within the time and by the process the Proposal or the Package description sets out for it.

Where a Package includes a student satisfaction guarantee, the Customer may request a refund only in accordance with the timing, process and eligibility requirements stated in the Proposal or the Package description, and the request must clearly state the reason for the Customer's dissatisfaction with the Services. We may deny a refund request that is submitted after the period allowed, is incomplete, does not relate to reasonable dissatisfaction with the Services provided, or otherwise fails to meet the applicable requirements.

Where a Package includes an acceptance promise, an acceptance guarantee or a similar Program Guarantee, eligibility depends on strict compliance with all of its eligibility requirements, conditions and obligations. These may include, among other things, enrolling in and beginning the Services by any required date, satisfying all admissions requirements, submitting complete and timely applications, beginning interview preparation by any required date, obtaining any required interview invitation, participating in the Services in good faith, following our guidance and recommendations, completing the coaching process and remaining actively engaged throughout the Services, in each case as determined by us acting reasonably. We may deny a claim where the Customer or the Student has not satisfied an applicable eligibility requirement, condition or obligation.

We may require the Customer or the Student to demonstrate that the Student has satisfied all applicable academic, admissions, application, timing, participation and engagement requirements. This may include providing copies of submitted application materials, official transcripts, test scores, admissions decisions and other information we reasonably require to verify eligibility. We may deny a request if that information is not provided within a reasonable time after we ask for it.

We determine session count, duration, timing, frequency, readiness and process requirements, acting reasonably and in accordance with the Package description. Failure to satisfy an applicable eligibility requirement may result in the loss of the Program Guarantee or a change in the remedy available.

Any refund, repeat-program entitlement, credit or other remedy offered under a Program Guarantee is the Customer's sole and exclusive remedy in respect of that Program Guarantee. A refund may exclude taxes, transaction fees, third-party costs, study materials, test-preparation resources and other non-refundable amounts identified in the Proposal or the Package description.

A Program Guarantee applies only to the initial purchase of the Package. It does not apply to renewals, add-ons, upgrades, additional services or later engagements. If a refund is issued, we may immediately end access to the Services, deliverables, materials, resources and other benefits provided under the Package.

The rights and remedies under a Program Guarantee are personal to the Customer and the Student. They may not be assigned, transferred or redeemed for cash, except as the Program Guarantee expressly provides.

7. User Obligations

You agree to provide accurate and complete information when interacting with our services. You are responsible for maintaining the confidentiality of any account information and agree to use our services only for lawful purposes and in a respectful manner.

A Customer who purchases Services must do all of the following, and must ensure that the Student does the same:

• Provide complete, accurate and up-to-date information requested by us in connection with the Services, including Student information, school or university information, current year of study, application cycle and other relevant background information.
• Respond promptly to our requests for information, materials, approvals, instructions, scheduling availability or other input reasonably required for us to provide the Services.
• Ensure that all application materials, drafts, essays, responses and other information submitted to us or to any school, program or institution are accurate, complete and not misleading.
• Participate in the scheduled meetings, coaching sessions, preparation sessions and other activities included in the Package, and attend or reschedule sessions within any time periods we reasonably specify.
• Comply with all applicable application requirements, deadlines, academic integrity rules and policies of any relevant school, program or institution.

We are not responsible for any delay, missed deadline, incomplete service, reduced effectiveness of the Services or other issue to the extent caused by an act or omission of the Customer or the Student. This includes any failure to provide complete, accurate or timely information, respond to requests, attend scheduled sessions, submit materials on time or comply with applicable application requirements or deadlines.

8. Changes to Services and Additional Services

The Services purchased by the Customer are limited to the services, features, deliverables and benefits included in the Package identified in the Proposal. If the Customer requests additional services, support, meetings, deliverables or other work outside the scope of the Package, we may agree, at our discretion, to provide it, subject to additional fees and any additional terms we confirm.

We may make changes to the content, structure, delivery method, scheduling or administration of the Services, provided that the changes do not materially reduce the overall scope, value or benefits of the Services included in the Package purchased by the Customer.

9. Payments and Refunds

Fees for services are communicated prior to engagement and may vary depending on the selected program or service. The Customer will pay the fees, applicable taxes and other amounts set out in the Proposal, in the currency shown in the Proposal. We may require a deposit, a first installment or payment in full before the Services begin.

The Customer may be offered the option to pay in full or through a payment plan, as set out in the Proposal. Where an installment plan is selected at checkout, each installment is due on the date shown at checkout, and the Customer agrees to pay each installment when due. If the Customer fails to pay any installment when due, we may declare all remaining unpaid amounts immediately due and payable.

We may charge interest on an overdue installment at 1.5% per month (18% per year), calculated daily and not compounded, beginning one calendar day after the due date and ending when the overdue amount is paid. Interest applies only to amounts actually overdue, and not to installments that are not yet due. Where this rate exceeds the maximum permitted by applicable law, it is reduced to that maximum.

If any payment is not received when due, we may suspend or withhold the Services, access to the portal, and access to any materials, resources, deliverables or other benefits included in the Package until all overdue amounts are paid in full. Suspension does not reduce the fees owed. Access is restored once payment is received, and the Customer's and the Student's work, documents and materials are retained throughout.

All fees and payments are non-refundable once paid, except as expressly set out in these Terms, the Proposal or an applicable Program Guarantee, under any refund or cancellation policy we have expressly adopted, or as required by applicable law.

10. Taxes

The Customer is responsible for all sales, use, excise, value-added and other similar taxes, duties or charges imposed by any governmental authority on amounts payable by the Customer under the Agreement. Applicable taxes may be calculated and displayed in the Proposal based on the information provided by the Customer.

11. Intellectual Property

All content on this website, including text, graphics, branding, logos, designs, resources, and educational materials, is the property of Scholr Inc. and is protected by applicable intellectual property laws. No content may be copied, reproduced, distributed, or modified without prior written consent.

We retain all right, title and interest, including all intellectual property rights, in and to all materials, templates, guides, resources, tools, processes, know-how, methodologies, coaching materials and other content provided or made available by us in connection with the Services. Subject to the Customer's payment of all applicable fees, we grant the Customer and the Student a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use those materials solely for the Student's personal educational and application-related purposes.

Except with our prior written consent, the Customer and the Student may not copy, reproduce, distribute, publish, sell, license, modify, create derivative works from, record, share or otherwise make available any of our materials to any third party, or permit any third party to access or use any of our materials. The license does not include any right to use our materials for any commercial purpose, training business, consulting practice or other revenue-generating activity.

12. Confidentiality and Your Information

All non-public, confidential or proprietary information disclosed or made available by us to the Customer or the Student in connection with the Services is confidential, including our business information, pricing, materials, templates, resources, methods, processes, coaching content and intellectual property. It may not be disclosed, copied, distributed or used except to receive and use the Services. This does not include information that is publicly available other than as a result of a breach of the Agreement, that the Customer or the Student already knew without an obligation of confidentiality, or that was rightfully obtained from a third party without an obligation of confidentiality.

We treat the non-public personal, academic, financial and application-related information provided by the Customer or the Student as confidential. We use it to provide and administer the Services, communicate with the Customer or the Student, process payments, manage our business, enforce the Agreement and as otherwise permitted by applicable law.

We may use anonymized, de-identified or aggregated information for internal analytics, service improvement, and educational, operational or marketing purposes, provided that the information does not identify the Customer or the Student.

Our collection, use and disclosure of personal information is also subject to our Privacy Policy, as updated from time to time.

From time to time, we may invite Customers or Students to participate in testimonials, interviews, case studies or similar promotional or educational content. Participation is voluntary, and we will not publicly use identifiable testimonial content without the consent of the person concerned.

13. Text Messages

If you provide a mobile phone number and agree to receive text messages from us, for example by ticking the consent box on one of our forms or when you book a consultation, we may send you transactional text messages related to your account, your orders and the services you have requested. These include appointment reminders, scheduling messages, order confirmations and account notifications.

If you separately agree to receive them, we may also send you marketing and promotional text messages, including special offers, discounts and updates about new services.

Consent to receive text messages is not a condition of any purchase. Message frequency may vary. Message and data rates may apply.

You can opt out at any time by replying STOP to any message, after which you will receive one message confirming that you have been unsubscribed. Reply HELP for help, or contact us at info@scholr.com.

Carriers are not liable for delayed or undelivered messages.

Mobile phone numbers, text-messaging opt-in data and consent are not shared with any third parties or affiliates for their marketing or promotional purposes. Our Privacy Policy describes how we handle the information you provide.

14. Sessions Held in the Portal

Where a session is held in the scholr portal, the conversation is transcribed into text and an automated summary is written from it. No recording of the session is made. Either person in the session may turn the transcript off, in which case no summary is written, and a student may keep it off for all of their future sessions. Our Privacy Policy describes what is kept and for how long.

A summary is written by an automated service and posted to your portal without your advisor reviewing it first. It is a record of the conversation rather than advice, and where it differs from what your advisor tells you, your advisor is the one to follow.

15. Limited Warranty and Disclaimer

We will perform the Services in a professional manner, using personnel with appropriate experience and qualifications for the Services.

The Services are educational consulting and coaching services only. Except for any Program Guarantee expressly applicable to the Package purchased by the Customer, we do not guarantee any particular outcome, including admission to any school, program or institution, or receipt of any interview, scholarship, award or other academic, admissions or application-related result. Admissions decisions are made by independent third parties and are beyond our control.

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OR CONDITION OF MERCHANTABILITY; (B) WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

16. Limitation of Liability

We provide guidance, mentorship, and educational resources based on experience and professional insight. We do not guarantee admission to any educational institution or program. Decisions regarding admissions are made solely by the institutions themselves. Except as expressly provided under an applicable Program Guarantee, we shall not be liable for any outcomes resulting from the use of our services.

To the maximum extent permitted by applicable law, and except to the extent expressly required under an applicable Program Guarantee, we shall not be liable to you, the Customer, the Student or any third party for any loss of use, revenue, profit, opportunity, goodwill, data or academic, admissions or application outcome, or for any consequential, incidental, indirect, special, aggravated, exemplary or punitive damages, whether arising out of contract, tort, negligence or otherwise, even if we have been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, our aggregate liability arising out of or relating to the Agreement, the Proposal or the Services shall not exceed the total amounts actually paid by the Customer to us under the Proposal giving rise to the claim.

These limitations do not apply to liability that cannot be limited or excluded under applicable law.

17. Suspension and Termination

We may suspend or terminate the Services or the Agreement, effective on notice to the Customer, if any of the following occurs:

• The Customer fails to pay any amount when due.
• The Customer or the Student fails to provide information or materials reasonably required for us to provide the Services.
• The Customer or the Student fails to comply with these Terms or the Proposal.
• The Customer or the Student engages in conduct that we reasonably determine interferes with our ability to provide the Services.

Termination or suspension does not affect the Customer's obligation to pay any amounts owing to us, and does not entitle the Customer to any refund except as expressly provided in the Agreement or any applicable Program Guarantee. It may result in the suspension or termination of access to the Services, deliverables, materials, resources and other benefits included in the Package.

18. Third-Party Links

Our website may contain links to third-party websites or resources for your convenience. We are not responsible for the content, policies, or practices of any third-party websites and encourage users to review their respective terms and policies.

19. General Provisions

Notices. We may provide notices to the Customer using the email address, mailing address or other contact information provided by the Customer in the Proposal or through our website. The Customer may provide notices to us using the contact information we make available on our website or otherwise provide. A notice delivered by email is deemed received on the date it is sent, unless the sender receives an automated notice that the email was not successfully delivered.

Waiver. No waiver by us of any provision of these Terms or the Agreement is effective unless set out in writing. No failure or delay by us in exercising any right, remedy, power or privilege under these Terms or the Agreement operates as a waiver of that right, remedy, power or privilege.

Force majeure. We are not liable or responsible for any failure or delay in performing our obligations under the Agreement to the extent caused by events beyond our reasonable control, including acts of God, natural disasters, governmental actions, labor disputes, power outages, internet or telecommunications failures, illness, epidemics, pandemics or other circumstances beyond our reasonable control.

Assignment. The Customer may not assign any rights or delegate any obligations under the Agreement without our prior written consent. We may assign the Agreement in connection with a reorganization, merger, sale of assets or sale of business.

Relationship of the parties. We and the Customer are independent contracting parties. Nothing in the Agreement creates any agency, partnership, joint venture, employment, fiduciary or similar relationship.

No third-party beneficiaries. Except for a Student receiving Services purchased by a Customer, the Agreement is for the sole benefit of Scholr Inc. and the Customer and their respective successors and permitted assigns, and nothing in it is intended to confer any rights or remedies on any other person.

Resolving disputes. Before starting any legal proceeding about a dispute arising out of or relating to these Terms or the Agreement, a party must first send the other a written notice describing the dispute. Notice to us goes to info@scholr.com, and notice to the Customer goes to the contact details in the Proposal. The parties will then try in good faith to resolve the dispute for 30 days after the notice is received. If it is not resolved in that time, either party may start proceedings in the courts set out below. Either party may still seek urgent injunctive relief from a court at any time.

Governing law. These Terms, the Agreement and all matters arising out of or relating to them are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any conflict of laws principles.

Choice of forum. Any legal suit, action, litigation or proceeding arising out of or relating to these Terms or the Agreement must be brought in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of those courts.

Consumer rights. Nothing in these Terms limits any right you have under the consumer protection laws of the place where you live that cannot be waived or limited by agreement.

Severability. If any term or provision of these Terms or the Agreement is invalid, illegal or unenforceable in any jurisdiction, that invalidity, illegality or unenforceability does not affect any other term or provision, or invalidate or render unenforceable that term or provision in any other jurisdiction.

Survival. Any provision of these Terms that by its nature should survive the termination or expiry of the Agreement survives it, including the provisions relating to payment obligations, intellectual property, confidentiality, disclaimers, limitation of liability, resolving disputes, governing law, choice of forum and survival.

20. Changes to These Terms

We reserve the right to update or modify these Terms of Service at any time. Any changes will become effective upon posting to this page. Continued use of our website or services after changes are posted constitutes acceptance of the revised terms.

For a purchase, the version of these Terms in effect on the Effective Date applies, unless we and the Customer expressly agree otherwise in writing.

21. Contact Us

If you have any questions regarding these Terms of Service, please contact us:

Email: info@scholr.com