TERMS OF SERVICE AGREEMENT



Please read the following information carefully. This Terms of Service Agreement (“Terms”) governs your use of the website under the domain name www.trueshelf.com (“Site”), the software application entitled “TrueShelf” (the “App”) and related services available or accessible through the Site and App (the “Services”) that are offered by TrueShelf Inc. (“TrueShelf” or “Company” or “We” or “Us”).

THIS SITE, APP, AND RELATED SERVICES ARE PROVIDED SUBJECT TO YOUR COMPLIANCE WITH THE TERMS SET FORTH BELOW AND ALL APPLICABLE LAWS AND REGULATIONS. BY CLICKING THE “I AGREE” BUTTON BELOW, DOWNLOADING THE APP, COMPLETING THE SIGN UP PROCESS, BROWSING THE SITE, AND/OR ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE COMPANY, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS PERSONALLY OR ON BEHALF OF THE INDIVIDUAL YOU ARE REPRESENTING. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED WHEN YOU REGISTER ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND WITH ANY OF THE TERMS, YOU ARE PROHIBITED FROM ACCESSING OR USING THIS SITE. THE MATERIALS CONTAINED WITHIN THE SITE, APP, AND SERVICES ARE PROTECTED BY APPLICABLE COPYRIGHT AND TRADEMARK LAW.

For purposes of these Terms and our Privacy Policy, the phrase “customers that are individuals” or “individual customers” refer to an individual or family who has directly purchased TrueShelf’s Services for personal or family use and “School Customer” refers to an educational institution or teacher that has purchased products or services and provisions accounts for individual student users.

1. DESCRIPTION OF SERVICES. The Service that this Site provides is an AI powered Mathematics Learning Platform that adaptively generates an unlimited number of mathematics problems. The Service helps middle school and high school students learn mathematical concepts rigorously, prepare for competitive exams (like SAT or JEE) and get detailed feedback on their performance. Our AI engine identifies each student's strengths and weaknesses and guides them to improve their performance with step-by-step interactive solutions and bite-sized lessons. We offer these adaptive learning Services on both our Site and App.

2. MODIFICATIONS. We reserve the right to modify these Terms at any time and in any manner at our sole discretion, including the fees for the Services. Notice of any material modification of these Terms will be posted in this section of the Site, and any such modifications will be effective upon the posting of such notice. Your continued use of the Site, App or the Services constitutes your binding acceptance of such modifications. Please check this section of the Site before using the Site, App or Services to determine whether a change has been made to these Terms. If you do not agree to any changes in the Terms as they may occur, please arrange to terminate your registration with the Site immediately and discontinue your use of the Site, App and Services. You agree that we are not liable to you or to any third party for any modification of the Terms.

3. REGISTRATION REQUIREMENTS. Before you can use or access certain parts of the Services, you may be required to register an account. If you are a customer that is an individual, you must be 18 years of age or older to register for a TrueShelf account. You may only add or register additional users to use the Services who are younger than 18 years old if you are such users’ parent or legal guardian. If you are an educational institution (“School Customer”), the preceding sentence does not apply to you, as the institution is neither an individual nor under 18 years of age. You must be legally permitted to represent an educational institution if you are registering on behalf of the school.

You agree to provide true, accurate, current, and complete information about yourself and the users of the account as prompted by the Service’s registration form (“Registration Data”), and you agree to 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 any reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse to offer you any and all current or future use of the Services. If you are a customer who is an individual, you agree that, if you provide any personally identifiable information about a child under age 13 in order to allow them to use the Services, that you are the parent or legal guardian of such child and that you consent to the child’s use of the Service and agree to be bound to these Terms with respect to the child’s use. You understand that the Privacy Policy will apply to the child’s use of the Service.

For our School Customers, TrueShelf does not use personally identifiable information (as that term is defined by the Family Educational Rights and Privacy Act) provided by the School Customer about student users for any purpose other than to provide services to the School Customer and the student user.  Such information is maintained confidentially not shared with or sold or otherwise provided to third parties.  Additionally, to the extent that TrueShelf collects, uses, or discloses any personal information (as defined by the Children’s Online Privacy Protection Act) from children under the age of 13, that information is used solely to permit TrueShelf to provide services to the School Customer and the student user. 

You are responsible for maintaining the confidentiality of your own account and password and for restricting access to your computer. You are solely responsible for any activity related to your account. If you suspect any unauthorized use of your account, please notify us immediately.

You acknowledge and agree that we may preserve user information and may also disclose user information, if required to do so by law or if we believe, in good faith, that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; or (c) protect the rights, property, or personal safety of TrueShelf, its users, or the public. Without limiting the foregoing, parents, legal guardians, and school officials who have registered accounts hereunder, understand that they are responsible for the acts and activities of their minor children in connection with any use of the Site, App, and/or Services, and that the Privacy Policy will apply to all users of the Site, App, and/or Services.

4. SERVICE FEES. Some Services may be offered to you on a fee basis. All fees are quoted and must be paid in US Dollars. If you elect to purchase fee-based Services and transmit to TrueShelf a purchase request, you warrant that your use of the particular credit card or other TrueShelf accepted payment method is authorized and that all information that you submit to TrueShelf, or any third party designated by TrueShelf, is true and accurate (including, without limitation, your credit card number and expiration date). You also agree to pay all fees, including any applicable sales taxes, you incur. Any account name, password, or user identification supplied to you in connection with any fee-based Services you purchase is personal to you and the members of your household. You may not transfer or make available your account name, password, or user identification to others. Any distribution by you of such account name, password, and/or user identification may result in the cancellation of the fee-based Services without refund and the imposition of additional charges based on your unauthorized use.

5. USER CONTENT. The Services may allow you and other third parties to post data, text, code, messages, opinions, advice, statements, reviews, comments, and other materials and information (collectively, “User Content”). All User Content, whether publicly posted on or privately transmitted via the Site, App or Services, is the sole responsibility of the person from whom the User Content originated and not of TrueShelf, or its shareholders, directors, officers, or employees.

TrueShelf may review and delete any User Content, in whole or in part, that in the sole judgment of TrueShelf violates these Terms or that might be offensive, illegal, or that might violate the rights of or harm any third parties. Under no circumstances will TrueShelf or its stockholders, directors, officers, employees, agents, representatives, partners, or affiliates be held liable for any loss or damage caused by your reliance on User Content obtained through the Site, App or the Services. It is your responsibility to evaluate the User Content available through the Services, App or the Site. Although User Content will not be pre-screened or reviewed, we reserve the right to refuse or delete any User Content.


Please do not send to TrueShelf any creative or original materials such as ideas for software products, games, or other products, or any other creative suggestions, ideas, notes, drawings, concepts or other information. TrueShelf will be free to use any such ideas, concepts, know-how, or techniques contained in any communication you send to the Company for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information and will not be liable to you or to any person claiming through you for any exploitation or disclosure of any submission.

6. INTELLECTUAL PROPERTY. When you post User Content, you hereby grant (or warrant that the owner of the User Content grants) us and each user of the Services a royalty-free, perpetual, irrevocable, fully sub-licensable, worldwide, non-exclusive right to use, reproduce, modify, translate, adapt, publish, create derivative works of, transmit, distribute, perform, display, delete (in whole or in part), and incorporate the User Content for any purpose and without acknowledgement to you. By posting or providing User Content, you represent and warrant that public posting and use of your User Content by us and any of our users will not infringe on or violate the rights of any third party.

Additionally, subject to the terms of these Terms, TrueShelf grants users a limited, personal, non-exclusive, non-transferable license to use our content solely to use the Services to the extent you have the right to access the Service. Your right to access the Services will be limited by these Terms. Except for this limited license granted to you, we retain all right, title, and interest in and to the Site, App and Services, including all related intellectual property rights.

The Site, App and Services are protected by applicable intellectual property laws, including United States copyright law and international treaties. Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize third parties to: (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Site, App and/or Services; (b) rent, lease, or sublicense the Site, App and/or Services; nor (c) circumvent or disable any security or technological features or measures in the Site, App and/or Services. You may not export or re-export the App and/or Services without the prior written consent of TrueShelf and without complying with applicable export control laws and obtaining any necessary permits and licenses.

7. USER GUIDELINES AND RESTRICTIONS You agree not to use the Site, App or the Services to:
  1. upload, post, e-mail, or otherwise transmit any User Content that contains personally identifying information (such as actual names, phone numbers, mailing addresses, e-mail addresses and URL), unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
  2. harm minors in any way or write comments that in any way refer to person(s) under 18 years of age;
  3. impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
  4. upload, post, e-mail, or otherwise transmit User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships, or under nondisclosure agreements);
  5. upload, post, e-mail, or otherwise transmit User Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights (“Rights”) of any party;
  6. upload, post, e-mail, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation;
  7. upload, post, e-mail, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  8. interfere with or disrupt the Services, App, the Site, or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;
  9. intentionally or unintentionally violate any applicable local, state, national, or international law, “stalk” or otherwise harass another, or collect or store personal data about other users;
  10. use any automated means to access the Site, App or the Services or collect any information from the Site, App or the Services (including, without limitation, robots, spiders, or scripts); or
  11. frame the Site, App or the Services, utilize framing techniques to enclose any service mark, logo, or other proprietary information, place pop-up windows over its pages, or otherwise affect the display of its pages. This means, among other activities, that you must not engage in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information.


8. TERMINATION. You agree that TrueShelf, in its sole discretion, may terminate your password, account (or any part thereof), and use of the Site, App and the Services, and remove and discard any User Content within the Site, for any reason, including, without limitation, for lack of use or if TrueShelf believes that you have violated or acted inconsistently with the letter or spirit of these Terms. TrueShelf may also in its sole discretion and at any time modify or discontinue providing the Site or the Services, or any part thereof, with or without notice.  You agree that any modification or termination of your access to the Site, App or the Services may be effected without prior notice, and you acknowledge and agree that TrueShelf may immediately deactivate or delete your account and all related information and User Content in your account and bar any further access to such information or to the Site, App or the Services. You also agree that TrueShelf shall not be liable to you or any third party for any modification or termination of your access to the Site, App, or the Services.

9. PRIVACY. Any information submitted on the Site, App or Services is subject to our Privacy Policy, the terms of which are incorporated into these Terms. Our Privacy Policy may be found by clicking here. Please review our Privacy Policy carefully.

10. DISCLAIMER AND WAIVER OF LIABILITY. The Site, App, and Services (including all User Content) are provided “AS IS.” TrueShelf makes no representations or warranties of any kind with respect to the Services, the User Content, the Site, the App, or any contents therein. TrueShelf assumes no liability or responsibility for any errors or omissions in providing the Services, the Site, the App or the User Content, any losses or damages arising from the use of the User Content, or any conduct by users of the Services.

TRUESHELF EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE SERVICES, THE SOFTWARE, THE APP, THE CONTENT, AND THE SITE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AUTHENTICITY, TITLE, AND NON-INFRINGEMENT.

TrueShelf does not represent or warrant that the information on or accessible via the Site or App, or through the Services is complete, current or will be updated or corrected. TrueShelf does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the site or any hyperlinked site or featured in any banner or other advertising. While TrueShelf attempts to make your use and access of the Site, the App and the Services safe, TrueShelf cannot and does not represent or warrant that the Site, the App, and the Services are free of viruses or other harmful components; therefore, you should use industry recognized software to detect and disinfect viruses.

TRUESHELF AND ITS AFFILIATES’, SUPPLIERS’, AND THEIR RESPECTIVE OFFICERS’, DIRECTORS’, STOCKHOLDERS’, EMPLOYEES’, AGENTS’, AND REPRESENTATIVES’ LIABILITY UNDER THESE TERMS IS LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. TRUESHELF AND ITS AFFILIATES, SUPPLIERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES WILL NOT BE HELD LIABLE FOR ANY INDIRECT OR SPECULATIVE DAMAGES (INCLUDING, WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES) INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, AND LOSS OF PROFITS, REGARDLESS OF WHETHER THESE PARTIES HAD ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES.

TRUESHELF AND ITS AFFILIATES’, SUPPLIERS’, AND THEIR RESPECTIVE OFFICERS’, DIRECTORS’, STOCKHOLDERS’, EMPLOYEES’, AGENTS’, AND REPRESENTATIVES’ TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES, THE APP, THE CONTENT, THE SITE OR THESE TERMS, WHETHER IN CONTRACT OR IN TORT, SHALL NOT EXCEED $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE FEES WE CHARGE, IF ANY, AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THESE TERMS. ANY AND ALL PORTIONS OF THIS DISCLAIMER SHALL AUTOMATICALLY APPLY TO ALL IMPROVEMENTS AND/OR AMENDMENTS AS THEY APPEAR ON THE SITE, APP, AND/OR SERVICES.

Some states do not allow the foregoing limitations of liability, so they may not apply to you. 
If you are dissatisfied with the Site, App and/or Services, or with any terms, conditions, rules, policies, guidelines or practices outlined under these Terms, your sole remedy is to discontinue using the Site, App and/or Services.

11. INDEMNITY. You agree to indemnify and hold TrueShelf or its stockholders, directors, officers, employees, agents, representatives, partners, or affiliates harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of, resulting from or connected with the use, modification, misinterpretation, misuse, or reuse by you of the Site, the App, the Services, or User Content, including without limitation these Terms. Your indemnification obligations described in this section will not apply in the event that a loss, liability, claim, or demand is caused by our gross negligence.

12. HYPERLINKS AND ADVERTISING. We may provide, or third parties may provide, links to other websites or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any sites to which links may be provided, and you hereby waive any claim you might have against us, with respect to such sites. TRUESHELF IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE CONTAINED OUTSIDE THE SITE, APP, AND/OR SERVICES.

Your correspondence or business dealings with, or participation in promotions of, other users, advertisers, or partners found on or through the Site, App or Services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such user, advertiser, or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or partners on the Site, App or Services.

13. DIGITAL MILLENNIUM COPYRIGHT ACT. TrueShelf respects the intellectual property rights of others and expects its users to do the same. TrueShelf may remove content that, in its sole discretion, appears to infringe the intellectual property rights of others. In addition, TrueShelf, in its sole and absolute discretion, may terminate the accounts of Users who infringe the intellectual property rights of others. If you believe any materials on the Services infringe your copyright, you may request removal of those materials from the Services by contacting TrueShelf’s copyright agent (identified below) and providing the following information:
  1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
  2. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
  3. Your name, address, telephone number and (if available) e-mail address.
  4. A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
  5. A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
  6. A signature or the electronic equivalent from the copyright holder or authorized representative.

TrueShelf's Copyright Agent is:
Copyright Agent
TrueShelf Inc.
Email: support@trueshelf.com

14. GENERAL PROVISIONS.
  1. Governing Law and Venue.  California law governs these Terms, as well as any claim, cause of action or dispute that might arise between you and TrueShelf, without regard to conflict of law provisions. For any such claim, cause of action or dispute, you agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of California, City of San Jose and County of Santa Clara.
  2. No Joint Venture or Partnership.  Nothing in these Terms may be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor or employee of the other. TrueShelf is not an employment service or agency, and does not serve as an employer or referral source for any user.
  3. Severability.  If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention, and all remaining provisions of these Terms shall remain in full force and effect.
  4. Complete Agreement.  These Terms contains the entire agreement between you and TrueShelf regarding the use of the Services, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not contained in these Terms.
  5. Contact Information.  If you have any questions or need further information as to the Services, or need to notify TrueShelf as to any matters relating to the Services please contact TrueShelf at support@trueshelf.com.