SHEMMASSIAN ACADEMIC CONSULTING
TERMS OF SERVICE AND LICENSING AGREEMENT
Last updated: February 4, 2025
1. INTRODUCTION
This Terms of Service and Licensing Agreement (hereafter “Agreement”) is made between SAC Educational Services, LLC, a Delaware limited liability company, (f/k/a, SAC Educational Services, Inc., a California Corporation d/b/a Shemmassian Academic Consulting) (hereafter "Company," “Shemmassian,” or “we”) and the individual accessing the Shemmassian site, services, and/or licensed products subject to this Agreement (hereafter “Customer,” “user,” or “you”). Company and Customer shall be referred to collectively as the “Parties.”
PLEASE READ THIS AGREEMENT FULLY AND CAREFULLY, AS THE TERMS CONTAINED HEREIN GOVERN YOUR USE OF THE COMPANY SITE, SERVICES, AND/OR LICENSED PRODUCTS SUBJECT TO THIS AGREEMENT (HEREAFTER COLLECTIVELY REFERRED TO AS “SERVICES”) AND DICTATE YOUR RIGHTS IN THE EVENT OF A DISPUTE WITH COMPANY.
2. USE AND ACCESS
2.1 Use of Services
The Services, and any content viewed or engaged through the Company site, shall be solely for your personal and non-commercial use. With your purchase we grant you a limited, non-exclusive, non-transferable, revocable license to access Shemmassian content and view and access the Services through the Shemmassian website only. No other interest, right, or title shall be transferred to you other than the foregoing limited license. You shall not use these Services for any public performance or for any other purpose other than for your own personal, non-commercial use. Company may revoke your license at any time in its sole discretion. Upon such revocation, you must promptly destroy all content downloaded or otherwise obtained through the Services, as well as copies of such materials, whether made in accordance with this Agreement or otherwise.
2.2 Customer Registration Obligations
You may be required to register with Shemmassian in order to access and use certain features of the Services. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Services’ registration form. If you are under 18 years of age, you are not authorized to use the Services, with or without registering.
2.3 Customer Account, Password, and Security
You may never use another user’s account, and you may not provide another person with the username and password to access your account. You should maintain control over all of the devices that are used to access the Services. If you fail to maintain control of a device, other users may access the Services through your account and may be able to access certain of your account information. You are fully responsible for any and all activities that occur under your password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to (a) immediately notify Shemmassian of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Shemmassian will not be liable for any loss or damage arising from your failure to comply with this Section.
2.4 Commercial Use
Unless otherwise expressly authorized herein or by Shemmassian in writing, you are expressly prohibited from displaying, distributing, licensing, performing, publishing, reproducing, duplicating, copying, creating derivative works from, modifying, selling, reselling, exploiting, transferring, or uploading for any commercial purposes, any portion of the Services, use of the Services, or access to the Services. The Services are solely for your non-commercial, personal, and individual use.
2.5 General Practices Regarding Use and Storage
You acknowledge that Shemmassian may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Company’s servers on your behalf. You agree that Shemmassian has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that Shemmassian reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Shemmassian reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
2.6 User Conduct
You agree to not use the Services to:
interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
violate any applicable local, state, national or international law, or any regulations having the force of law;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity (including any affiliation or relationship you might have with another educational consulting company); solicit personal information from anyone under the age of 18; or
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
3. FINANCIAL CONSIDERATION
3.1 Fees
To the extent the Services or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Shemmassian information regarding your credit card or other payment instrument. You represent and warrant to Shemmassian that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Shemmassian the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and this Agreement. You hereby authorize Shemmassian to bill your payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes) until you terminate your account, and you further agree to pay any charges so incurred. We reserve the right to change Company’s prices. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount.
3.2 Money Back Guarantee
Unless otherwise noted during your purchase of the Services you choose, should you become dissatisfied with the Services within the first 30 days from the date of purchase of the Services contemplated by this Agreement, Shemmassian will refund the full amount of your fee for the Services contemplated by this Agreement and subsequently terminate your access. Refunds are not available for any Customer 30 days after a purchase for any reason. Refunds are not available for accounts which have violated this Agreement; violations are determined at Company's sole discretion. If Shemmassian determines that you are abusing our refund policy, we reserve the right to suspend or terminate your account and refuse or restrict any and all current or future use of the Services without delivering a refund. To request a refund or to ask a question regarding the 30-day money back guarantee, email Support at support@shemmassianconsulting.com. This 30-day money back guarantee shall only apply to the Services contemplated by this Agreement and shall not apply to any advising, application, tutoring, or other services offered by Company, whether those services exist at the time of this Agreement or shall be exist in the future.
3.3 Cancelling Payments and Chargebacks
Customer shall not—nor shall Customer attempt to—cancel, stop, pause, reverse, change, alter, or otherwise revoke authorization for any payments contemplated by this Agreement, whether a payment was previously made or is scheduled to be made in the future according to the terms of this Agreement. Customer agrees that if Customer does—or attempts to—cancel, stop, pause, reverse, change, alter, or otherwise revoke authorization for any payments identified by this Agreement, whether a payment was previously made or is scheduled to be made in the future, such action shall constitute a Material Breach of this Agreement and may also give rise to a separate tort cause of action (e.g., conversion). A Material Breach triggered by Customer’s action governed by this paragraph shall entitle Company to all reasonable contract damages and all costs incurred by Company in enforcing this Agreement. Should Customer take any prohibited action under this section while a refund request is pending or after such refund request has been denied by company, such an action shall constitute an intentional Material Breach of this Agreement. Customer understands and agrees that any intentional or reckless cancellation or termination of any past, present, or future full or partial fee payments shall entitle Company to separate tort damages (e.g., treble and punitive damage) under a separate and unique tort cause of action.
If Customer’s credit card fails to process or should Customer cancel, stop, pause, reverse, change, alter, or otherwise attempt to interfere with any past, current, or future payment contemplated by this Agreement, Company shall provide Customer with reasonable notice of Customer’s payment failure or default. Customer shall have 48 hours from Company providing reasonable notice of a failed or defaulted payment for Customer to provide an updated valid payment method and to bring Customer’s account current. There shall be a $100.00 non-refundable late fee for any payment not received by Company within 48 hours of Company providing reasonable notice that Customer’s payment failed to process or that Customer is otherwise in default because Customer cancelled, stopped, paused, reversed, changed, altered, or otherwise attempted to interfere with any past, current, or future full or partial payment contemplated by this Agreement. There shall be an additional $25.00 non-refundable late fee for each additional 24-hour period (beyond the first 48-hour period listed above) for which Customer fails to bring their account current in accordance with this Agreement. These non-refundable late fees shall be in addition to any other termination rights listed in this Agreement. Company shall have the sole discretion to waive any late fee assessed to Customer under this Agreement. The waiver of any provision of this Agreement by Company—including, but not limited to any assessed late fees—shall not be deemed as a waiver of such provision in the future.
4. INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that the Services may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Company, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Service Content, in whole or in part. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Shemmassian from accessing the Services (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services or distributed in connection therewith are the property of Shemmassian, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Shemmassian.
The Shemmassian name and logos are trademarks and service marks of Shemmassian (collectively the “Shemmassian Trademarks”). Nothing in this Agreement or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Shemmassian Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Shemmassian Trademarks will inure to Company’s exclusive benefit.
5. TERMINATION
You agree that Shemmassian, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Shemmassian believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Shemmassian may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of this Agreement may be effectuated without prior notice, and acknowledge and agree that Shemmassian may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Shemmassian will not be liable to you or any third party for any termination of your access to the Service.
6. Indemnity and Release
To the fullest extent permitted by law, you agree to release, indemnify and hold Shemmassian and its affiliates and their officers, employees, directors and agent harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, your connection to the Service, your violation of this Agreement or your violation of any rights of another. You agree to waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
7. Disclaimer of Warranties
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SHEMMASSIAN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
SHEMMASSIAN MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
IN PURCHASING AND USING THE SERVICES, YOU WARRANT TO SHEMMASSIAN THAT YOU ARE ACCESSING THE SERVICES SOLELY FOR YOUR OWN EDUCATIONAL BENEFIT. YOU FURTHER WARRANT THAT YOU ARE NOT AFFILIATED WITH NOR ARE YOU ACCESSING THE SERVICES FOR ANY OTHER PERSON OR ENTITY (INCLUDING, BUT NOT LIMITED TO, ANY ENTITY WHICH IS OR REASONABLY COULD BE A DIRECT OR INDIRET COMPETITOR TO SHEMMASSIAN).
By entering into this Agreement, Customer warrants that they are over the age of 18 and are legally permitted to enter into this Agreement. Should any individual under the age of 18 enter into this Agreement, Company has the discretion to cancel this Agreement and retain any funds associated with any used services. Should Customer turn 18 before termination of this Agreement, Customer shall be deemed to have ratified this Agreement.
8. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SHEMMASSIAN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SHEMMASSIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SHEMMASSIAN IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
9. Binding Arbitration; Class Action Waiver
You and Shemmassian agree that this Agreement affect interstate commerce and that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us or the Agreement or the Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
If you have any dispute with us, you agree that before taking any formal action, you will contact us at support@shemmassianconsulting.com, and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
All disputes, claims, or controversies arising out of or relating to the Agreement or the Services that are not resolved by the procedures identified above shall be resolved by individual (not group) binding arbitration to be conducted before JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration. For residents outside the United States, arbitration will be held in San Diego, California, and you and Shemmassian agree to submit to the personal jurisdiction of any federal or state court in San Diego, California in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
Shemmassian shall bear the cost of any arbitration filing fees and arbitration fees for claims of up to $75,000, unless the arbitrator finds the arbitration to be frivolous. You are responsible for all other additional costs that you may incur in the arbitration including but not limited to attorneys’ fees and expert witness costs unless Shemmassian is otherwise specifically required to pay such fees under applicable law. If your claim is solely for monetary relief of $10,000 or less and does not include a request for any type of equitable remedy, you may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing.
You and we agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND SHEMMASSIAN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Notwithstanding the parties' decision to resolve all disputes through arbitration, you or we may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). You or we may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction to the extent such claims do not seek equitable relief.
You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to Shemmassian at the address identified in Section 14 below. The notice must be sent within thirty (30) days of (a) the “Date of Last Revision” date of this Agreement as set forth above; or (b) your first date that you used the Services that contained any versions of the Agreement that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Shemmassian also will not be bound by them. If Shemmassian changes this ‘Arbitration’ section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Date of Last Revision” date above or in the date of Shemmassian' email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and Shemmassian in accordance with the provisions of this section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).
YOU UNDERSTAND AND AGREE THAT THE ABOVE DISPUTE PROCEDURES SHALL BE YOUR SOLE REMEDY IN THE EVENT OF DISPUTE BETWEEN YOU AND SHEMMASSIAN REGARDING ANY ASPECT OF THE SERVICES (INCLUDING THE ENROLMENT PROCESS) AND THAT YOU ARE WAIVING YOUR RIGHT TO LEAD OR PARTICIPATE IN A LAWSUIT INVOLVING OTHER PERSONS, SUCH AS A CLASS ACTION.
10. MODIFICATION
Company reserves the right, at our sole discretion, to change or modify portions of this Agreement at any time. Should Company change any terms of this Agreement, Company will publish the changes with a new date of publication at www.shemmassianconsulting.com/licensingterms. These changes shall take effect on the SEVENTH (7th) day after publication of any new terms. Your continued use of the Services after the effective date of any new terms shall constitute your acceptance of the new terms of the Agreement between you and the Company. Additionally, you agree to be bound by any additional terms which may be posted in, on, or around the Company site which you use to access the Services subject to this Agreement.
11. GENERAL
11.1 Applicable Law
This Agreement is entered into in accordance with the law of the State of California, and California law will apply to any questions relating to the meaning or application of any provision, or portion thereof, of this Agreement without effect to California’s choice of law provisions.
Parties agree this Agreement should be interpreted to the greatest degree possible so as to ensure that all terms of this Agreement comply with all applicable local, state, and federal laws and regulations.
11.2 Assignment Rights
You may not assign this Agreement without the prior written consent of Shemmassian, but Shemmassian may assign or transfer this Agreement, in whole or in part, without restriction.
11.3 Severability
Any and all provisions of this Agreement, or portions thereof, are severable. This means that if one or more provisions, or portions thereof, are found to be void or unenforceable for any reason, the remaining provisions, or portions thereof, of this Agreement shall still apply.
11.4 Consent to Jurisdiction for Claims Not Otherwise Subject to Arbitration
With respect to any disputes or claims not subject to arbitration, as set forth in Section 9 above, you and Shemmassian agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Diego County, California.
11.5 One-Year Statute of Limitation for All Disputes
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
11.6 Entire Agreement
This Agreement shall constitute the entire agreement between you and Shemmassian and govern your use of the Services, superseding any prior agreements between you and Shemmassian with respect to the Services.
This Agreement shall not have any impact on, nor shall it alter any rights or obligations you have under another existing agreement(s) you might have with Shemmassian for any other products or services not contemplated by this Agreement (e.g., advising, application, or tutoring services purchased by you from Shemmassian).
11.7 Effective Date
This Agreement shall be effective (the “Effective Date”) at the time Customer submits their first payment subject to this Agreement.