Terms and Conditions

Last Updated: March 10, 2023

1. Applicability; Acceptance. These Terms and Conditions for services are entered into by and between Scholar Finder, LLC (the “Company”) and you or the organization or company you are placing a request for services on behalf of (collectively, the “Client” or “you”). These Terms and Conditions, together with the accompanying Service Request Form (the “Service Request”) and any documents expressly incorporated by reference herein, (collectively, the “Terms” or “Agreement”) govern the provision of Services (as defined herein) by the Company and your access to and use of Company’s Services through www.scholarfinderllc.com (the “Site”). These Terms comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

Please read the Terms carefully before registering to use or requesting the Company’s Services. By clicking accept or agree to the Terms when this option is made available to you during the registration process or when placing a request with the Company for Services, you accept and agree to be bound and abide by these Terms, the Company’s Privacy Policy, found at www.scholarfinderllc.com/privacy-policy/, and Terms of Use, found at www.scholarfinderllc.com/terms-of-use/, incorporated herein by reference.

These Terms are subject to change by Scholar Finder, LLC (referred to as “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to purchasing or requesting any services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute acceptance of and agreement to such changes.

By placing a request for services from this Site, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these Terms. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms.

You may not obtain services from this Site if you (A) do not agree to these Terms, (B) are not the older of (i) at least 18 years of age or (ii) legal age to form a binding contract with Scholar Finder, LLC, or (C) are prohibited from accessing or using this website or any of this website’s contents, goods, or services by applicable law.

If you have any questions concerning these terms, please contact the Company at joshua_grunske@scholarfinderllc.com.

1. Services. The Company shall provide the services to Client in accordance with these Terms as described in the Service Request (the “Services”), which is hereby incorporated by reference. Any changes to the Services you may request from the Company will be evaluated on an individual, case-by-case basis, and fulfilled in the Company’s sole discretion.

2. Performance Dates. The Company shall use reasonable efforts to provide Services to the Client in accordance with the performance dates specified on the applicable Service Request.

3. Term. The term of this Agreement shall commence upon completion of an applicable Services Request and shall continue in full force and effect for one (1) year and shall automatically renew annually for additional one (1) year terms until termination or expiration of this Agreement and/or applicable Service Request, whichever is earlier.

4. Termination. The Company or the Client may terminate this Agreement at any time with sixty (60) days advanced written notice to the other party (“Termination”). In the event of Termination, the Company shall not issue a refund. In addition to any remedies that may be provided under this Agreement, the Company may terminate this Agreement with immediate effect upon written notice to Client, if Client:

(a) fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Client’s receipt of written notice of nonpayment;

(b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or

(c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

5. Client’s Obligations. Client shall:

(a) cooperate with the Company in all matters relating to the Services;

(b) respond promptly to any Company request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for the Company to perform Services in accordance with the requirements of this Agreement

(c) provide such Client materials or information as the Company may request to carry out the Services in a timely manner and ensure that such Client materials or information are complete and accurate in all material respects; and

(d) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

6. Client’s Acts or Omissions. If the Company’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, the Company shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by the Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

7. Service Request Changes.

(a) If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. The Company shall, within a reasonable time after such request, provide a written estimate to Client of:

(i) the likely time required to implement the change;

(ii) any necessary variations to the fees and other charges for the Services arising from the change;

(iii) the likely effect of the change on the Services; and

(iv) any other impact the change might have on the performance of this Agreement.

(b) Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Service Request Change”). Neither party shall be bound by any Service Request Change unless mutually agreed upon in writing in accordance with Section 21.

(c) Notwithstanding Section 7(a) and Section 7(b), the Company may, from time to time change the Services without the consent of Client provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Service Request.

(d) The Company may charge for the time it spends assessing and documenting a change request from the Client on a time and materials basis in accordance with the Services Request.

8. Fees and Expenses; Payment Terms; Interest on Late Payments.

(a) In consideration of the provision of the Services by the Company and the rights granted to the Client under this Agreement, the Client shall pay the fees set forth in the Services Request.

(b) The Client shall pay all invoiced amounts due to the Company within ten (10) days from the date of the Company’s invoice. Client shall make all payments hereunder in US dollars by wire transfer, Stripe, check, or ACH.

(i) charge interest on any such unpaid amounts at a rate of one percent (1%) per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and

(ii) suspend performance for all Services until payment has been made in full.

(d) In the event a there is a monetary bonus associated with a position fulfilled from a Service Request, the Company shall be entitled to collect and shall be paid twenty percent (20%) of the bonus from the bonus-granting party as a recruiting fee (“Recruiting Fee”). This Recruiting Fee is not applicable for internships. Payment of the Recruiting Fee shall be made to the Company by wire transfer or check within ten (10) days of invoice by the Company.

9. Taxes. The Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the Client hereunder.

10. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to the Client under this Agreement or prepared by or on behalf of the Company in the course of performing the Services, except for any Confidential Information of the Client or Client materials shall be owned by the Company. The Company hereby grants the Client a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable the Client to make reasonable use of the Services.

11. Confidential Information. All non-public, confidential or proprietary information of the Company, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to clients, pricing, and marketing (collectively, “ConfidentialInformation”), disclosed by the Company to the Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by the Client without the prior written consent of the Company. Confidential Information does not include information that is: (i) in the public domain; (ii) known to the Client at the time of disclosure; or (iii) rightfully obtained by the Client on a non-confidential basis from a third party. The Client agrees to use the Confidential Information only to make use of the Services. The Company shall be entitled to injunctive relief for any violation of this Section.

12. Representation and Warranty.

(a) The Company represents and warrants to the Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

(b) The Company shall not be liable for a breach of the warranty set forth in Section 12(a) unless the Client gives written notice of the defective Services, reasonably described, to the Company within ten (10) days of the time when the Client discovers or ought to have discovered that the Services were defective.

(i) repair or re-perform such Services (or the defective part); or

(ii) credit or refund the price of such Services at the pro rata contract rate.

(d) THE REMEDIES SET FORTH IN SECTION 12(c) SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND THE COMPANY’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 12(a).

(e) Client hereby indemnifies and holds harmless the Company, its subsidiaries, and affiliates, and their officers and employees, from any damages, claims, liabilities, and costs, including reasonable attorney’s fees, or losses of any kind or nature whatsoever (“Loss”) which may in any way arise from the Services performed by the Company hereunder, the work of individuals recommended to Client by the Company for fulfilment and performance of Services to Client hereunder, if applicable, or any breach or alleged breach by Client of this Agreement, including the warranties set forth herein. The Company shall retain control over the defense of, and any resolution or settlement relating to, such Loss. Client will cooperate with the Company and provide reasonable assistance in defending any such claim.

13. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 12(a) ABOVE, THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

14. Limitation of Liability.

(a) IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMAPNY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COMPANY PURSUANT TO THIS AGREEMENT AND/OR APPLICABLE SERVICE REQUEST IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) The limitation of liability set forth in Section 14(b) above shall not apply to (i) liability resulting from the Company’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from the Company’s negligent acts or omissions.

15. Waiver. No waiver by the Company of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the Company. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

16. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Client to make payments to the Company hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) other similar events beyond the control of the Impacted Party. The Impacted Party shall give notice within ten (10) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of ten (10) days following written notice given by it under this Section 16, either party may thereafter terminate this Agreement upon thirty (30) days’ written notice.

17. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the Client of any of its obligations under this Agreement.

18. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

19. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

20. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Wisconsin.

21. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Service Request or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

22. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

23. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, and Survival.

24. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.