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ACELY TERMS OF USE

LAST REVISED ON: November 18, 2025

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ACELY TERMS OF USE

Welcome to Acely (“Acely,” “we,” “us” or “our”). Acely and our affiliates and subsidiaries provide an online platform that prepares high school students for the SAT, ACT, PSAT, AP, and other tests.

AGREEMENT

PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY; THEY CONSTITUTE A LEGAL CONTRACT BETWEEN YOU, THE USER (AS DEFINED BELOW), AND ACELY. These Terms govern your use, and Juni Learning, Inc. d/b/a Acely’s provision to you of any Acely product or service that contains a link to these Terms, including https://acely.com/ and its subdomains and any other website operated by or on behalf of Acely with a link to these Terms (collectively, the “Site”), and any content, information, services, features, or resources available or enabled on the Site (collectively, the “Services”). Any visitor to the Site or user of any other part of the Services is referred to herein as “User”, “you”, or “your”

Your use of the Services may be subject to any additional terms, conditions, and policies that we separately post on the Services and any agreements that you have separately executed with Acely, which are incorporated by reference into these Terms (the “Supplemental Terms,” together with the Terms, the “Agreement”). If there is any conflict between these Terms and any Supplemental Terms, the Supplemental Terms will control to the extent of the conflict and only with respect to the Services or features subject to the Supplemental Terms. 

BY PURCHASING A SUBSCRIPTION, OR OTHERWISE ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT. YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT. IF YOU ARE A USER UNDER THE AGE OF EIGHTEEN (18) YEARS OLD, YOU AGREE THAT YOU HAVE REVIEWED THESE TERMS WITH YOUR PARENT OR LEGAL GUARDIAN AND HE OR SHE AGREES TO THESE TERMS ON YOUR BEHALF AND TAKES FULL RESPONSIBILITY FOR YOUR COMPLIANCE WITH THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES. THE SERVICES ARE NOT INTENDED FOR USE BY INDIVIDUALS UNDER THE AGE OF THIRTEEN (13). YOU MAY NOT USE THE SERVICES OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST THIRTEEN (13) YEARS OLD. 

BY PURCHASING A SUBSCRIPTION, YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AND THAT YOU AUTHORIZE ACELY (OR ITS PAYMENT PROCESSOR) TO CHARGE YOUR PAYMENT METHOD FOR EACH RENEWAL FOR THE APPLICABLE AMOUNT UNTIL YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 5.6.

  1. USE OF THE SERVICES.
    1. Rights to use the Services. Subject to your compliance with the Agreement, Acely grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your own personal, informational purposes.
    2. Updates. You understand that the Services are evolving. You acknowledge and agree that Acely may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use or continue using the Services. Any future release, update or other addition to the Services will be subject to the Agreement.
    3. Third-Party Services. Certain features of the Services may rely on third-party websites, services, technology, or applications accessible or otherwise connected to the Services but not provided by Acely (each, a “Third-Party Service” and, collectively, “Third-Party Services”). Use of such Third-Party Services may be subject to separate terms and conditions. You are solely responsible for complying with each Third-Party Service’s terms and conditions. Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that (a) Acely shall not be liable for any damages, liabilities, or other harms in connection with your use of and/or any inability to access the Third-Party Services; and (b) Acely shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of Third-Party Services or any other circumstances beyond Acely’s control, which may include without limitation the failure of a Third-Party Service.
    4. Certain Restrictions. By accessing and using the Services you agree that you will not, and will not permit any third party to: (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services or any portion of the Services or any content displayed thereon; (b) use any metatags or other “hidden text” using Acely’s name or trademarks; (c) frame or utilize framing techniques to enclose any trademark, logo, or other Acely content (including images, text, page layout or form) of Acely; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) access or use the Services in order to build a similar or competitive website, product, or service; and (f) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages or components of the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from web pages in the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials). All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof. 
    5. No Support or Maintenance; Necessary Equipment. You acknowledge and agree that Acely will have no obligation to provide you with any support or maintenance in connection with the Services. As between us and you, you are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services. 
    6. Use by Children Under 13. The Children’s Online Privacy Protection Act (“COPPA”) requires that all online service providers, including Acely, obtain parental consent before knowingly collecting personally identifiable information from children under the age of thirteen (13). Children under the age of thirteen (13) are prohibited from using the Services or creating an Account (as defined below). We do not knowingly collect or solicit any personally identifiable information from children under the age of thirteen (13). If we learn that we have collected personal information from a person under the age of thirteen (13), we will delete that information as soon as reasonably practicable. If you believe that a child under the age of thirteen (13) has provided personally identifiable information to us, please contact us as soon as possible at [insert email address]. You can view more information about our collection, use, and disclosure of personal data in our Privacy Policy at [https://acely.com/privacy].
    7. Feedback. If you provide Acely with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Acely all rights in such Feedback and agree that Acely shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. You acknowledge that Acely shall have no obligation to compensate, credit, or otherwise reward you for providing such Feedback, and that Acely shall own all improvements or derivative works created from or incorporating the Feedback. Acely will treat any Feedback you provide to Acely as non-confidential and non-proprietary. You agree that you will not submit to Acely any information or ideas that you consider to be confidential or proprietary.
    8. Ownership. You acknowledge that all the intellectual property rights, including copyrights, trademarks, and trade secrets, in the Services and its content are owned by Acely or Acely’s suppliers. Neither the Agreement (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1. Acely and its suppliers reserve all rights not granted in the Agreement. There are no implied licenses granted under the Agreement.
  2.  USER CONTENT. 
    1. User Content. “User Content” means any and all information and content that a User submits to, or uses with, the Services (e.g., information you include in your profile, content you upload into or create through use of a feature on Services, and the content of any messages you create using messaging features or Discord channels within the Services). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate Section 3. You further represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in your User Content. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Acely. Because you are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates Section 3. Acely is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
    2. License. You hereby grant (and you represent and warrant that you have the right to grant) to Acely an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of performing the Services, including by making the User Content you upload into any messaging feature of the Services or discord channel available to other Users with whom you elect to share such content. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
    3. Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate Section 3 or any other provision of the Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your access to the Services, and/or reporting you to law enforcement authorities.
  3.  ACCEPTABLE USE POLICY. You agree not to: (a) use the Services to upload, transmit, display, or distribute any User Content that (i) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) is in violation of any law, regulation, or obligations or restrictions imposed by any third party, or is otherwise objectionable; (b) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) abuse other Users’ personal information that you receive through the Services, such as to harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (d) interfere with any other User’s use and enjoyment of the Services; (e) impersonate any person or entity, including any employee or representative of Acely; (f) harass or interfere with any other User’s use and enjoyment of the Services; or (g) use the Services to engage in, facilitate, or promote academic dishonesty. Any violation of this acceptable use policy will result in Acely’s right to immediately terminate your access and rights to use the Services. 
  4. REGISTRATION AND ACCOUNTS.
    1. Registration and Account Creation. In order to access and use certain features of the Services, you may need to register or create an account on the Services (“Account”) and provide certain information about yourself as prompted by the account registration form. You agree to provide information required for your use of the Services that is true, accurate, current and complete, and to update such information so it remains true, accurate, current and complete. Acely reserves the rights to establish eligibility criteria to use the Services, and in some cases, at our sole discretion, impose limitations or restrictions on certain Accounts including, but not limited to, deletion of Accounts.
    2. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Acely of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You agree not to create an Account using a false identity or false information, or on behalf of someone other than yourself. Acely cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. 
  5. FEES & PAYMENT TERMS.
    1. Third-Party Payment Service Provider. Acely uses Stripe, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”). If you make a purchase on the Services, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consent and authorize Acely and Stripe to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
    2. Free Trial. Acely may offer a free trial period of limited duration. UNLESS YOU CANCEL YOUR TRIAL BEFORE THE END OF THE TRIAL PERIOD, YOUR ACCESS TO THE SERVICES WILL AUTOMATICALLY CONVERT INTO A PAID SUBSCRIPTION AT THE THEN-CURRENT RATE, AND YOUR PAYMENT METHOD ON FILE WILL BE CHARGED AT THE START OF THE NEW BILLING PERIOD. You may cancel your trial at any time before the expiration of the trial period by following the cancellation instructions described in Section 5.6. Once the trial converts to a paid subscription, charges are nonrefundable, except as required by applicable law.
    3. Subscription Terms. The Services are available on a monthly, quarterly, semiannual, or annual subscription basis (each, a “Subscription”). Access to the Services is delivered digitally and considered “used” once you log in or access any part of the Services. Because delivery occurs immediately, you agree that digital access constitutes receipt of goods and services. Each Subscription provides access to a personalized study plan, full length mock exams, a performance dashboard, and other features as described at https://acely.com/how-it-works/. Acely reserves the right to modify, discontinue, or change any plan at any time in its discretion.
    4. Fees. The Subscription fee details are provided at https://acely.com/pricing/ (the “Fee”) and may be updated from time to time. The Fee will be billed at the start of the Subscription and thereafter at the intervals you select at the time of purchase (e.g., monthly, quarterly, semiannual, or annual). Acely reserves the right to modify, discontinue, or change any plan or pricing at any time in its discretion; however, any such changes will apply prospectively and will not affect the current billing period for an active Subscription.
    5. Automatic Renewal YOUR SUBSCRIPTION WILL CONTINUE AND AUTOMATICALLY RENEW AT ACELY’S THEN-CURRENT PRICE FOR SUCH SUBSCRIPTION UNTIL TERMINATED IN ACCORDANCE WITH THE AGREEMENT. BY SUBSCRIBING, YOU AUTHORIZE ACELY TO CHARGE THE PAYMENT METHOD DESIGNATED IN YOUR ACCOUNT AT THE START OF THE SUBSCRIPTION, AND AGAIN AT THE BEGINNING OF ANY SUBSEQUENT SUBSCRIPTION PERIODS. UPON RENEWAL OF YOUR SUBSCRIPTION, IF ACELY DOES NOT RECEIVE PAYMENT, (I) YOU SHALL PAY ALL AMOUNTS DUE ON YOUR ACCOUNT UPON DEMAND AND/OR (II) YOU AGREE THAT ACELY MAY EITHER TERMINATE OR SUSPEND YOUR SUBSCRIPTION AND CONTINUE TO ATTEMPT TO CHARGE YOUR DESIGNATED PAYMENT METHOD UNTIL PAYMENT IS RECEIVED (UPON RECEIPT OF PAYMENT, YOUR ACCOUNT WILL BE ACTIVATED AND FOR PURPOSES OF AUTOMATIC RENEWAL, YOUR NEW SUBSCRIPTION COMMITMENT PERIOD WILL BEGIN AS OF THE DAY PAYMENT WAS RECEIVED).
    6. Cancelling Subscriptions. You may manage or cancel your Subscription at any time by logging into your Account and following the online cancellation instructions. The cancellation process is straightforward, does not require contacting customer service, and may be completed entirely online. To avoid being charged for the next billing period, you must cancel the Subscription at least one (1) business day before the next scheduled bill date. Cancellation will take effect at the end of your current billing period.
    7. Effect of Cancellation. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Fee paid for the then-current Subscription period. 
    8. Taxes. You shall make all payments of Fees to Acely free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to Acely shall be your sole responsibility, and you shall provide Acely with official receipts issued by the appropriate taxing authority.
    9. Money Back Guarantee. Acely may offer a money-back guarantee for certain Subscriptions. The specific terms, conditions, and eligibility requirements of any such guarantee (including applicable time limits, refund procedures, and exclusions) are described in our Money-Back Guarantee Policy, available here: https://acely.com/money-back-guarantee/. Acely reserves the right to modify or discontinue the Money-Back Guarantee at any time, provided that any changes will apply prospectively and will not affect any rights that have already accrued under the version of the Money-Back Guarantee Policy in effect at the time of your purchase.
    10. No Refunds. Except for the Money-Back Guarantee Policy set forth in Section 5.9, all purchases of a Subscription are final and non-refundable. While Acely has no obligation to issue refunds, if you experience any issues with the Services, you may contact us, and we will use commercially reasonable efforts to address your concerns and assist you.
  6. INDEMNIFICATION. You agree to indemnify and hold Acely (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of the Agreement, or (c) your violation of applicable laws or regulations. Acely reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Acely. Acely will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
  7. THIRD-PARTY LINKS AND APPLICATIONS. The Services may contain links to third-party websites and services, and applications for third parties (collectively, “Third-Party Links and Applications”). Such Third-Party Links and Applications are not under the control of Acely, and Acely is not responsible for any Third-Party Links and Applications. Acely provides access to these Third-Party Links and Applications only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links and Applications. You use all Third-Party Links and Applications at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links and Applications, the applicable third-party’s terms and policies apply, including the third-party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links and Applications. 
  8. DISCLAIMERS. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. WE DO NOT GUARANTEE ADMISSION TO ANY EDUCATIONAL INSTITUTION, MAKE ANY WARRANTY REGARDING A SPECIFIC TEST SCORE (EXCEPT AS EXPLICITLY COVERED UNDER OUR MONEY-BACK GUARANTEE POLICY), OR ACCEPT LIABILITY FOR CLAIMS OF EDUCATIONAL MALPRACTICE OR SIMILAR ALLEGATIONS. WE HAVE NO LIABILITY FOR RESULTS IN CONNECTION WITH THE SERVICES. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. ACELY AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE AND OUR SUPPLIERS MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO ANY PART OF THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
  9. AI DISCLAIMER. YOU ACKNOWLEDGE THAT THE SERVICES RELY ON ARTIFICIAL INTELLIGENCE. WHILE THE SERVICES ARE DESIGNED TO PROVIDE INFORMATIVE AND EDUCATIONAL CONTENT, THE RESULTS MAY BE IMPERFECT, INCOMPLETE, OR CONTAIN ERRORS. YOU ACKNOWLEDGE AND AGREE THAT OUTPUTS GENERATED BY ARTIFICIAL INTELLIGENCE ARE NOT GUARANTEED TO BE ACCURATE, CURRENT, OR SUITABLE FOR DECISION-MAKING PURPOSES. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS MADE BASED ON THE OUTPUT PROVIDED BY THE SERVICES, AND ACELY SHALL NOT BE LIABLE FOR ANY CONSEQUENCES ARISING FROM SUCH DECISIONS.
  10. LIMITATION ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ACELY OR OUR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THE AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR ANY PART THEREOF, EVEN IF ACELY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE GREATER OF THE FEES PAID TO US BY YOU IN THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY AND ONE HUNDRED ($100) DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE AGREEMENT.
    2. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ACELY AND YOU.
  11. TERM AND TERMINATION. Subject to this section, the Agreement will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of the Agreement. Upon termination of your rights under the Agreement, your Account and right to access and use the Services will terminate immediately. Acely will not have any liability whatsoever to you for any termination of your rights under the Agreement, including for termination of your Account. Even after your rights under the Agreement are terminated, the following provisions of the Agreement will remain in effect: Sections 1.7, and 4 – 14.
  12. PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT.  It is Acely’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Acely by the respective intellectual property owner or their legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Service of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf.  Contact information for Acely’s designated agent for notice of claims of infringement is as follows: [email protected].
  13. ARBITRATION AGREEMENT.  Please read this section (the “Arbitration Agreement”) carefully.  It is part of your contract with Acely and affects your rights.  It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. 
    1. Applicability of Arbitration Agreement.  Subject to the terms of this Arbitration Agreement, you and Acely agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Acely may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Acely 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).  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
    2. Informal Dispute Resolution.  There might be instances when a Dispute arises between you and Acely.  If that occurs, Acely is committed to working with you to reach a reasonable resolution.  You and Acely agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”).  You and Acely therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”).  If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties.  Notice to Acely that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email address] or regular mail to our offices located at [insert address].  The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.  In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute.  Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration.  The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
    3. Waiver of Jury Trial.  YOU AND ACELY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Acely are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 (Applicability of Arbitration Agreement).  There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
    4. Waiver of Class and Other Non-Individualized Relief.  YOU AND ACELY AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 13.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.  ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim.  Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 13.9 (Batch Arbitration).  Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Acely agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California.  All other Disputes shall be arbitrated or litigated in small claims court.  This section does not prevent you or Acely from participating in a class-wide settlement of claims.
    5. Rules and Forum.  This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.  If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Acely agree that either party shall have the right to finally resolve the Dispute through binding arbitration.  The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement.  The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”).  The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address.  Such counsel must also sign the Request.  By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.Unless you and Acely otherwise agree, or the Batch Arbitration process discussed in Section 13.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside.  Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.  If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.  Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.You and Acely agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
    6. Arbitrator.  The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators.  If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 13.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
    7. Authority of Arbitrator.  The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 13.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 13.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 13.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 13.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 13.9 (Batch Arbitration).  The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The award of the arbitrator is final and binding upon you and us.  Judgment on the arbitration award may be entered in any court having jurisdiction.
    8. Attorneys’ Fees and Costs.  The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).  If you or Acely need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.  The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
    9. Batch Arbitration.  To increase the efficiency of administration and resolution of arbitrations, you and Acely agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Acely by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.  To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”).  In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly.  The Administrative Arbitrator’s fees shall be paid by Acely. You and Acely agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
    10. 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: 2261 Market Street, #4242, San Francisco, CA 94114, within thirty (30) days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, the email address associated with 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.
    11. Invalidity, Expiration.  Except as provided in Section 13.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.  You further agree that any Dispute that you have with Acely as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred.  Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
    12. Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if Acely makes any future material change to this Arbitration Agreement, we will notify you.  Unless you reject the change within thirty (30) days of such change become effective by writing to Acely at [email protected], your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.  Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration.  If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect.  Acely will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
  14. GENERAL
    1. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Acely’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
    2. Force Majeure. Acely shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 
    3. Governing Law. These Terms and your use of the Services are governed by the federal and state laws of the State of California, without regard to conflict of law provisions. The parties hereby consent to the exclusive jurisdiction and venue in any federal or state court of competent jurisdiction located in San Francisco County for the adjudication of any disputes arising from or relating to the Services or these Terms.
    4. Notice. Where Acely requires that you provide an email address, you are responsible for providing Acely with your most current email address. In the event that the last email address you provided to Acely is not valid, or for any reason is not capable of delivering to you any notices required or permitted by the Agreement, Acely’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Acely by emailing [email protected]. Such notice will be deemed given when delivered to the email address listed above.
    5. Updates. When changes are made, Acely will make a new copy of the Terms available on the Site and any new Supplemental Terms will be made available from within, or through, the affected Services. We will also update the “Last Updated” date at the top of the Terms. If we make material changes to the Terms, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account or another manner through the Services (which may include posting an announcement on the Site). If you do not agree to any change(s) after receiving notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.
    6. Electronic Communications. The communications between you and Acely use electronic means, whether you use the Services or send us emails, or whether Acely posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Acely in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Acely provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    7. Severability. If any portion of the Agreement is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.
    8. International Users. The Site and other parts of the Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Acely intends to announce such services or content in your country. The Services are controlled and offered by Acely from its facilities in the United States of America. Acely makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
    9. Copyright/Trademark Information. Copyright © 2025, Acely. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You may not use any Mark without our prior written consent or the consent of the third party that owns the Mark. All goodwill generated from use of any Marks owned by Acely will inure to Acely’s benefit.
    10. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at the contact information below. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. In addition, in accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
    11. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
    12. Contact Information: [email protected]