TERMS OF SERVICE

CollegeCounsel Platform
Operated by Skooly Pte Ltd
Last Updated: October 21, 2025

1. ACCEPTANCE OF TERMS

These Terms of Service (“Terms”) constitute a legally binding agreement between you and Skooly Pte Ltd, a company incorporated in Singapore (“Company,” “we,” “us,” or “our”), governing your access to and use of the CollegeCounsel platform available at getcollegecounsel.com (the “Platform”).

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms applicable to specific features you use. If you do not agree to these Terms, you must not access or use the Platform.

For Users Under 18: If you are under 18 years of age, your parent or legal guardian must review and accept these Terms on your behalf before you may use the Platform.

2. DEFINITIONS

“Counselor” means independent college counselors or school-employed counselors who use the Platform to provide college admissions guidance services.

“Student” means individuals seeking college admissions guidance through the Platform.

“Parent” means the parent or legal guardian of a Student under 18 years of age.

“School” means educational institutions that subscribe to the Platform for use by their in-house counselors.

“User” means any Counselor, Student, Parent, or School representative who accesses the Platform.

“User Content” means any data, information, documents, essays, transcripts, or other materials uploaded or created by Users on the Platform.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Age Requirements

• Students must be at least 15 years of age to use the Platform
• Students between 15-17 years of age require verified parental consent
• Counselors and School representatives must be at least 18 years of age

3.2 Parental Consent for Minors

For Students under 18 years of age:

• During registration, the Student must provide their parent or legal guardian’s email address
• The parent will receive a verification email and must affirmatively consent to the Student’s use of the Platform
• Parents have the right to access their minor child’s account, request data deletion, and revoke consent at any time
• Parents may create linked accounts to monitor their child’s activity

3.3 Account Registration

Self-Registration (Counselors and Schools): Counselors and Schools register directly for accounts by:

• Providing accurate, current, and complete information
• Selecting appropriate subscription plans
• Agreeing to role-specific terms (Counselor Services Agreement or School Services Agreement)

Invitation-Based Registration (Students and Parents): Students and Parents typically join the Platform through invitations:

• Counselors may invite Students to work with them on the Platform
• When a Student is invited, the Counselor provides the Student’s and Parent’s information
• Students under 18 require verified parental consent before account activation
• Parents may be invited to create linked accounts to monitor their child

All Users agree to:

• Provide accurate, current, and complete information during registration or invitation
• Maintain and promptly update account information
• Maintain the security and confidentiality of login credentials
• Notify us immediately of any unauthorized access
• Accept responsibility for all activities that occur under the account

3.4 One Account Per User

Each User may maintain only one active account. Creating multiple accounts may result in termination of all accounts.

4. PLATFORM DESCRIPTION AND SERVICES

4.1 Nature of Platform

CollegeCounsel is a technology platform that connects Students and Parents with Counselors to facilitate college admissions guidance. The Platform provides:

• User profiles and matching capabilities
• Communication tools including Zoom meeting scheduling and file sharing
• Document storage and management
• Email notifications
• Payment processing facilitation (future phases may include AI-powered essay review)

4.2 Platform as Intermediary

IMPORTANT: The Company operates solely as a technology platform and intermediary. We:

• Do NOT provide college counseling services
• Do NOT employ, supervise, direct, or control Counselors
• Do NOT verify, vet, endorse, or guarantee the qualifications, credentials, experience, or quality of Counselors
• Do NOT guarantee college admissions outcomes
• Are NOT responsible for the conduct, advice, or services provided by Counselors
• Do NOT conduct background checks on Counselors

YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR:

• Evaluating and selecting Counselors
• Conducting your own due diligence on Counselor qualifications
• Verifying Counselor credentials, experience, and references
• Assessing the suitability of any Counselor for your needs

4.3 Independent Contractor Relationship

Counselors are independent contractors, not employees or agents of the Company. The relationship between Counselors and Students/Parents is direct and independent of the Company. We do not control how Counselors provide their services.

5. USER ROLES AND RESPONSIBILITIES

5.1 Counselor Obligations and Attestations

By registering as a Counselor, you represent, warrant, and attest that:

Criminal History:

• You have no criminal convictions involving minors, child abuse, sexual offenses, fraud, or crimes of moral turpitude
• You have no pending criminal charges for such offenses
• You will immediately notify us if you are charged with or convicted of any such offense

Professional Competence:

• You possess the knowledge, skills, and experience necessary to provide college counseling services
• You will provide services with reasonable care, skill, and diligence
• You will stay informed about college admissions processes and requirements
• You accurately represent your experience, qualifications, and background in your profile

Service Standards:

• You will clearly communicate to Students/Parents: your fee structure, services offered, cancellation/refund policies, expected response times, and limitations of your services
• You will respond to Student inquiries within reasonable timeframes as agreed with Students
• You will honor commitments and deadlines established with Students
• You will handle refunds and payment disputes fairly and in accordance with your stated policies

Professional Conduct:

• You will maintain appropriate professional boundaries with Students at all times
• You will treat all Students with respect regardless of race, ethnicity, religion, gender, sexual orientation, disability, or national origin
• You will maintain confidentiality of Student information except as authorized or required by law
• You will report any suspected abuse, safety concerns, or Terms violations to us immediately at safety@getcollegecounsel.com Prohibited Conduct:
• Making guarantees or promises regarding college admissions outcomes
• Plagiarism or ghostwriting of student application materials (Counselors may provide feedback and guidance, but Students must write their own essays)
• Sharing confidential student information without proper authorization
• Engaging in any form of harassment, discrimination, or inappropriate conduct
• Soliciting Students to circumvent Platform payment processing
• Misrepresenting your credentials, experience, or success rates

Indemnification: You agree to maintain adequate insurance or financial resources to cover potential claims arising from your services, and you agree to indemnify the Company for any claims arising from your services or conduct.

5.2 Student and Parent Obligations

Students and Parents agree to:

• Provide accurate information about academic records, achievements, and circumstances
• Treat Counselors with respect and professionalism
• Honor financial commitments made to Counselors
• Maintain the confidentiality of proprietary counseling methodologies or materials
• Not share account access with unauthorized third parties
• Conduct your own due diligence when selecting Counselors
• Verify Counselor credentials and references independently
• Own responsibility for final decisions regarding college applications
• Understand that Counselor advice is guidance only and does not guarantee admissions outcomes

Parental Supervision: Parents of minor Students are responsible for monitoring their child’s use of the Platform and interactions with Counselors.

5.3 School Obligations

Schools agree to:

• Ensure their employed Counselors comply with all Counselor obligations above
• Maintain appropriate data protection and student privacy policies
• Comply with FERPA and other applicable educational privacy laws
• Only grant Platform access to authorized personnel
• Maintain adequate supervision of in-house Counselors using the Platform
• Conduct appropriate background checks on employees who access the Platform

6. FEES AND PAYMENT

6.1 Subscription Fees

• Counselors and Schools pay subscription fees to access the Platform
• Subscription fees are billed according to the plan selected (monthly, quarterly, or annually)
• Subscription fees are non-refundable except as required by law or in our sole discretion
• We reserve the right to modify subscription fees with 30 days’ notice
• Failure to pay subscription fees may result in account suspension or termination

6.2 Service Fees Between Counselors and Students

• Counselors set their own fees for counseling services provided to Students
• The Company facilitates payment processing through Stripe
• Payment terms, refund policies, and cancellation policies are established directly between Counselors and Students/Parents
• The Company is NOT a party to the service agreement between Counselors and Students
• The Company is NOT responsible for payment disputes, refund requests, or service quality issues between Counselors and Students
• Counselors are solely responsible for handling refunds, cancellations, and disputes with Students

6.3 Payment Processing

• All payments are processed through third-party payment processor Stripe
• You agree to comply with Stripe’s terms of service and privacy policy
• You authorize us to charge your designated payment method for subscription fees
• We may suspend accounts with outstanding payment obligations

6.4 Taxes

You are responsible for all applicable taxes associated with your use of the Platform or services purchased through the Platform.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Platform Ownership

The Platform, including all software, designs, text, graphics, logos, interfaces, and underlying technology, is owned by the Company and protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to access and use the Platform solely for its intended purpose.

7.2 User Content Ownership

Students own all User Content they create or upload, including essays, personal statements, resumes, and application materials. By uploading User Content, you grant the Company a limited, worldwide, non-exclusive, royalty-free license to:

• Store, host, and transmit your User Content as necessary to provide Platform services
• Display your User Content to Counselors and other Users you authorize
• Create backups for data security purposes
• Process and analyze User Content to improve Platform services and develop AI features (in aggregated, anonymized form only)

This license terminates when you delete your User Content or close your account, except as necessary to comply with legal obligations or as otherwise specified in our data retention policies.

7.3 Counselor Materials

Counselors retain ownership of their proprietary methodologies, templates, and counseling materials. Students may not reproduce, distribute, or commercialize Counselor materials without express written permission from the Counselor.

7.4 Feedback

Any feedback, suggestions, or ideas you provide about the Platform become the Company’s property, and we may use them without compensation or attribution to you.

7.5 Trademark

“CollegeCounsel” and associated logos are trademarks of Skooly Pte Ltd. You may not use our trademarks without prior written permission.

8. PRIVACY AND DATA PROTECTION

8.1 Privacy Policy

Your use of the Platform is governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review the Privacy Policy carefully to understand our data practices.

8.2 GDPR Compliance (European Users)

For Users in the European Economic Area, UK, or Switzerland:

• We process personal data in accordance with GDPR requirements
• Legal bases for processing include: consent, contract performance, legitimate interests, and legal obligations
• You have rights to access, rectification, erasure, data portability, restriction of processing, and objection
• You may withdraw consent or lodge complaints with supervisory authorities
• Data transfers outside the EEA are protected by appropriate safeguards including Standard Contractual Clauses

8.3 Other Privacy Laws

We comply with applicable data protection laws in all jurisdictions where we operate, including:

• Personal Data Protection Act 2012 (Singapore)
• California Consumer Privacy Act and California Privacy Rights Act (United States)
• Personal Information Protection Law (China)
• Privacy Act 1988 (Australia)
• Information Technology Act 2000 and Digital Personal Data Protection Act 2023 (India)
• UK Data Protection Act 2018

8.4 Data Retention

• Active account data is retained for the duration of your account
• After account closure, we retain data for 15 days to allow account recovery, after which data is permanently deleted
• For Students who graduate but do not close their account, we retain data for 1 year of inactivity before sending deletion notices
• Parents may request immediate deletion of their minor child’s data at any time
• We may retain certain data longer as required by law, to resolve disputes, or for legitimate business purposes (e.g., financial records for 7 years)
• Aggregated, anonymized data may be retained indefinitely for analytics and service improvement

8.5 Educational Records and FERPA

For Users subject to the Family Educational Rights and Privacy Act (FERPA):

• The Platform may contain “education records” as defined by FERPA
• Schools are responsible for obtaining necessary FERPA consents before uploading student records
• We maintain reasonable security safeguards for educational records
• We do not share education records except as authorized by Schools or Students, or as required by law
• Students and Parents have rights to access and request correction of educational records

8.6 Data Security

We implement industry-standard security measures including:

• Encryption of data in transit (TLS 1.3) and at rest (AES-256)
• Regular security audits and penetration testing
• Multi-factor authentication options
• Access controls and role-based permissions
• Hosting on AWS infrastructure in Singapore with SOC 2 compliance
• Regular backups and disaster recovery procedures
• Employee training on data security and privacy

However, no system is completely secure, and we cannot guarantee absolute security. You acknowledge and accept the inherent risks of transmitting information over the internet.

8.7 Data Breach Notification

In the event of a data breach affecting your personal information, we will notify affected Users and relevant authorities as required by applicable law, typically within 72 hours of discovery.

9. USER CONTENT AND CONDUCT

9.1 Content Standards

You agree that all User Content will:

• Be accurate and not misleading
• Not infringe any intellectual property or proprietary rights
• Not contain malware, viruses, or malicious code
• Not violate any applicable laws or regulations
• Not contain defamatory, harassing, discriminatory, or threatening material
• Not contain sexually explicit content or content exploiting minors
• Not contain false or misleading information about academic achievements or credentials

9.2 Prohibited Conduct

Users may not:

• Use the Platform for any illegal purpose
• Impersonate any person or entity
• Harass, threaten, or harm other Users
• Attempt to gain unauthorized access to the Platform or other Users’ accounts
• Interfere with the proper functioning of the Platform or servers
• Scrape, data mine, or use automated tools (bots, spiders, crawlers) to access the Platform
• Circumvent security features, access restrictions, or rate limits
• Engage in fraudulent activities or initiate payment disputes in bad faith
• Solicit off-platform transactions to avoid fees (though we cannot prohibit off-platform relationships)
• Upload content containing personally identifiable information of third parties without consent
• Create fake profiles, reviews, or testimonials
• Manipulate ratings or reviews
• Share login credentials with others

9.3 Monitoring and Enforcement

While we do not actively monitor all User Content or communications:

• We reserve the right to review User Content and communications for Terms compliance and safety
• We maintain audit logs of file transfers and significant platform activities
• We may use automated tools to flag potentially inappropriate content or suspicious activity
• Users can report violations through our reporting mechanism available on user profiles and throughout the Platform
• We will investigate credible reports and take appropriate action
• We cooperate with law enforcement when required by law or when we believe there is imminent harm

9.4 Reporting Mechanism

If you encounter content or conduct that violates these Terms or raises safety concerns, please report it immediately through:

• The “Report” button on user profiles and content
• Email to safety@getcollegecounsel.com
• For emergencies involving imminent harm, contact local law enforcement first

9.5 Consequences of Violations

Violations may result in:

• Warning notices
• Content removal
• Temporary account suspension (typically 7-30 days)
• Permanent account termination
• Reporting to law enforcement where appropriate
• Legal action to recover damages
• Ban from creating future accounts

We will endeavor to provide notice before taking action, except where immediate action is necessary for safety or legal reasons.

10. COMMUNICATIONS AND MEETINGS

10.1 Platform Communications

The Platform provides the following communication tools:

• Zoom meetings scheduled through the Platform’s Zoom SDK integration
• Secure file sharing through the Platform’s file transfer system
• Email notifications for important updates and messages
• In-platform messaging (if applicable)

10.2 Off-Platform Communication

IMPORTANT: Users may communicate or interact outside the Platform, and we have no control over or visibility into such communications.

You acknowledge and agree that:

• The Company does not monitor, control, or have any responsibility for communications or interactions that occur outside the Platform
• The Company cannot assist in resolving disputes arising from off-platform interactions
• You assume all risks and liability associated with off-platform communications or meetings
• You waive any claims against the Company arising from off-platform interactions
• Our safety features, protections, and audit capabilities do not extend to off-platform communications
• The Company is not liable for any harm, damages, or disputes arising from off-platform interactions

Safety Recommendations (while we cannot enforce these, we recommend):

• Exercising caution when sharing personal contact information
• Using appropriate safety precautions for any in-person meetings
• Parents monitoring minor children’s interactions with Counselors
• Keeping records of your own communications and agreements

10.3 Recording and Consent

• Zoom meetings may be recorded only with consent of all participants as required by applicable law
• Users must comply with recording consent laws in their jurisdiction (some jurisdictions require all-party consent, others require only one-party consent)
• Users must disclose at the start of any meeting if recording will occur
• Recordings stored on the Platform are subject to our data retention policies
• Unauthorized recording may result in account termination

10.4 File Sharing

• Users may upload documents up to 50MB per file
• Prohibited file types include: executables (.exe, .bat), scripts (.sh, .ps1), compressed archives containing executables, and files containing malware
• Files are automatically scanned for viruses and malicious content
• We reserve the right to remove files that violate these Terms
• The Company is not responsible for the content, accuracy, or legality of uploaded files
• Users must have appropriate rights to share any files they upload

10.5 Email Notifications

• The Platform sends automated email notifications for important events (new messages, meeting reminders, payment confirmations, etc.)
• You can manage notification preferences in your account settings
• Certain critical notifications (security alerts, Terms changes, legal notices) cannot be disabled

11. THIRD-PARTY SERVICES

11.1 Integration with Third-Party Services

The Platform integrates with third-party services including:

• Zoom (Zoom Video Communications, Inc.) for video conferencing
• Stripe (Stripe, Inc.) for payment processing
• AWS (Amazon Web Services) for hosting and infrastructure

Your use of these services through the Platform is subject to their respective terms of service and privacy policies. We encourage you to review:

• Zoom Terms: https://zoom.us/terms
• Stripe Terms: https://stripe.com/legal
• AWS Terms: https://aws.amazon.com/service-terms

11.2 No Endorsement

We do not endorse, warrant, or assume responsibility for third-party services. Any issues with third-party services should be directed to those service providers. We are not liable for:

• Service interruptions or failures of third-party services
• Data breaches or security incidents at third-party services
• Changes to third-party service terms or pricing
• Termination of third-party service integrations

11.3 Links to External Sites

The Platform may contain links to third-party websites (college websites, scholarship databases, etc.). We are not responsible for the content, accuracy, privacy practices, or availability of external sites. Accessing external sites is at your own risk.

11.4 Changes to Integrations

We reserve the right to add, modify, or discontinue third-party integrations at any time with reasonable notice where feasible.

12. DISCLAIMERS AND LIMITATIONS OF LIABILITY

12.1 No Warranties

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• The Platform will be uninterrupted, secure, error-free, or virus-free
• Results obtained from the Platform will be accurate, reliable, or complete
• Any errors or defects will be corrected
• The Platform will meet your specific requirements
• Data transmission will be secure or not intercepted by unauthorized third parties
• Third-party integrations will function without interruption

12.2 No Guarantee of Outcomes

WE EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES REGARDING:

• The quality, accuracy, completeness, or effectiveness of Counselor services
• College admissions outcomes or results
• The qualifications, credentials, experience, or suitability of any Counselor
• The success of any college application or admissions strategy
• The availability or behavior of any User on the Platform
• The accuracy of information provided by Users

YOU ACKNOWLEDGE THAT:

• Counselor selection is entirely your responsibility
• We do not conduct background checks, verify credentials, or vet Counselors
• You must conduct your own due diligence on Counselors
• College admissions outcomes depend on many factors outside anyone’s control
• No counseling service can guarantee admissions to any institution

12.3 Limitation of Liability

MAXIMUM LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (a) The subscription fees you paid to us in the 12 months preceding the claim, or
(b) USD $100

EXCLUDED DAMAGES: IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Lost profits, revenue, or business opportunities
• Loss of data, content, or information
• Loss of goodwill or reputation
• Cost of substitute services or technology
• College admission rejections or lost educational opportunities
• Emotional distress, mental anguish, or psychological harm
• Damages arising from interactions with other Users
• Damages arising from Counselor services or advice
• Damages from data breaches or unauthorized access
• Damages from third-party service failures

This limitation applies regardless of:

• The legal theory (contract, tort, negligence, strict liability, or otherwise)
• Whether we have been advised of the possibility of such damages
• Whether the limited remedy fails of its essential purpose

12.4 Basis of the Bargain

You acknowledge that the disclaimers and limitations in this section are fundamental elements of the agreement between you and the Company, and that we would not provide the Platform without these limitations.

12.5 Jurisdictional Exceptions

Some jurisdictions do not allow limitations on implied warranties or liability for incidental or consequential damages. In such jurisdictions, the limitations above may be limited to the extent prohibited by law, but shall remain in effect to the maximum extent permitted.

12.6 Counselor-Student Relationships

THE COMPANY IS EXPRESSLY NOT LIABLE FOR:

• Acts, omissions, negligence, advice, or services provided by Counselors
• Professional malpractice or errors by Counselors
• Disputes, disagreements, or conflicts between Counselors and Students/Parents
• Breach of any agreement between Counselors and Students
• Payment disputes, refund issues, or fee disagreements
• Counselor misconduct, fraud, or misrepresentation
• Background, credentials, or qualifications of Counselors
• Harm arising from off-platform communications or meetings

12.7 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, network infrastructure failures, strikes, labor disputes, or shortages of transportation, fuel, energy, labor, or materials.

13. INDEMNIFICATION

13.1 Your Indemnification Obligations

You agree to indemnify, defend (at our option), and hold harmless the Company, its parent, subsidiaries, affiliates, officers, directors, employees, agents, licensors, and service providers (collectively, “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees and court costs) arising from or related to:

For All Users:

• Your use or misuse of the Platform
• Your violation of these Terms or any applicable law or regulation
• Your User Content or any claim that your User Content infringes, violates, or misappropriates third-party intellectual property or other rights
• Your interactions with other Users, whether on or off the Platform
• Your violation of any rights of another person or entity
• Any claim arising from off-platform communications or meetings with other Users

Additional Indemnification for Counselors:

• Your provision of counseling services to Students, including any alleged professional negligence or malpractice
• Your failure to maintain appropriate qualifications, credentials, or competence
• Any misrepresentation about your background, experience, or credentials
• Breach of your professional duties or applicable professional standards
• Any harm to Students arising from your advice, services, or conduct
• Claims related to college admissions outcomes
• Your failure to comply with applicable laws governing counseling services in your jurisdiction
• Any criminal conduct or misconduct involving Students

Additional Indemnification for Schools:

• Your employees’ or contractors’ use of the Platform
• Violations of FERPA or other educational privacy laws
• Your failure to conduct appropriate background checks on employees accessing the Platform

13.2 Indemnification Process

We will provide you with prompt notice of any claim subject to indemnification, though our failure to provide prompt notice only relieves your obligations to the extent you are prejudiced by the delay. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses.

13.3 Survival

This indemnification obligation survives termination of these Terms and your use of the Platform.

14. DISPUTE RESOLUTION

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles.

14.2 Informal Resolution

Before initiating any formal dispute resolution process, you agree to first contact us at legal@getcollegecounsel.com to attempt good-faith informal resolution. We will attempt to resolve disputes amicably within 30 days.

14.3 Mandatory Arbitration

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Any dispute, controversy, or claim arising out of or relating to these Terms, your use of the Platform, or the relationship between you and the Company (including the existence, validity, interpretation, or termination of these Terms) shall be resolved by binding arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Rules in effect at the time of the dispute.

Exceptions to Arbitration (the following may be brought in court):

• Claims for injunctive or equitable relief to protect intellectual property rights
• Small claims court actions (where available) for claims within the court’s jurisdictional limits (typically under USD $10,000 or equivalent)
• Claims seeking emergency interim relief to prevent irreparable harm
• Claims that cannot be arbitrated under applicable law

Arbitration Procedures:

• The seat of arbitration shall be Singapore
• The language of arbitration shall be English
• There shall be one (1) arbitrator mutually agreed upon by the parties within 30 days, or failing agreement, appointed by SIAC
• Each party shall bear their own legal costs and expenses
• Arbitration fees (arbitrator’s fees and SIAC administrative fees) shall be split equally between the parties unless the arbitrator determines otherwise based on the outcome
• The arbitrator may award any remedies available under applicable law
• The arbitrator’s decision shall be final and binding, with very limited grounds for appeal

Discovery and Evidence:

• Discovery shall be limited to what is necessary and proportionate to resolve the dispute efficiently
• The arbitrator has discretion to manage the discovery process

14.4 Class Action and Representative Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT:

• Disputes will be resolved on an individual basis only
• You WAIVE any right to participate in class actions, class arbitrations, or representative actions
• You WAIVE any right to act as a class representative or participate as a member of a class
• The arbitrator may not consolidate more than one party’s claims without consent of all parties
• The arbitrator may not preside over any form of representative or class proceeding

If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void, and disputes shall be resolved in court.

14.5 Jurisdiction for Non-Arbitrable Claims

For claims not subject to arbitration, you agree to submit to the exclusive jurisdiction of the courts of Singapore. However, we may seek injunctive relief in any jurisdiction where you reside or conduct business, or where a violation occurred.

14.6 Time Limitation on Claims

YOU MUST BRING ANY CLAIM WITHIN ONE (1) YEAR of the date the claim arose, or the claim is permanently barred. This limitation period applies to all claims, whether in arbitration or court.

14.7 Severability of Dispute Resolution Provisions

If any portion of this dispute resolution section is found to be unenforceable, the remainder shall continue in full effect. If the class action waiver is found unenforceable, the arbitration provision shall be void in its entirety.

14.8 Opt-Out Right

You have the right to opt out of this arbitration provision by sending written notice to legal@getcollegecounsel.com within 30 days of first accepting these Terms. Your notice must include your name, email address, and a clear statement that you wish to opt out of arbitration. Opting out of arbitration does not affect any other provisions of these Terms.

15. TERMINATION

15.1 Termination by You

You may terminate your account at any time by:

• Using the account closure feature in your profile settings
• Contacting customer support at support@getcollegecounsel.com
• For Parents: requesting deletion of your minor child’s account

Upon termination:

• Your access will cease immediately
• Your data will be deleted within 15 days in accordance with our data retention policies
• You may request an immediate data export before account closure
• You remain responsible for any outstanding fees or obligations

15.2 Termination by Us

We may suspend or terminate your account immediately without prior notice if:

• You materially or repeatedly violate these Terms
• You engage in fraudulent, illegal, or deceptive activity
• You pose a safety or security risk to other Users or the Platform
• You fail to pay required subscription fees after 15 days of notice
• Your account has been inactive for 1 year (for graduated Students) after notice
• We are required to do so by law or court order
• We reasonably believe immediate suspension is necessary to protect Users or the Platform

We will provide notice of termination except where:

• We reasonably believe notice would create legal liability for us
• We are prohibited from providing notice by law or law enforcement request
• Notice would compromise an investigation into illegal activity
• Immediate termination is necessary to protect User safety

15.3 Effect of Termination

Upon termination or expiration of these Terms:

• Your right to access and use the Platform ceases immediately
• You remain liable for any fees, obligations, or indemnification duties incurred before termination
• We will delete your data in accordance with our retention policies (15 days for standard closures)
• Sections that by their nature should survive (including Sections 7, 12, 13, 14, 15.3, 16, and 17) shall survive termination
• Active engagements between Counselors and Students should be concluded in good faith, but the Company has no responsibility to facilitate this

15.4 No Refunds Upon Termination

Except as required by law or in our sole discretion:

• Subscription fees are non-refundable upon termination
• If you terminate mid-billing cycle, you will not receive a prorated refund
• If we terminate your account for Terms violations, no refund will be provided
• Service fees between Counselors and Students are subject to refund policies established by the Counselor

15.5 Data Retrieval

Before closing your account, we recommend exporting any data you wish to keep. After the 15-day retention period, data is permanently deleted and cannot be recovered.

16. MODIFICATIONS TO TERMS AND PLATFORM

16.1 Right to Modify Terms

We reserve the right to modify these Terms at any time in our sole discretion. Changes will be effective:

• Immediately for minor, non-material changes (e.g., clarifications, formatting, contact information updates)
• 30 days after notice for material changes that affect your rights or obligations (e.g., pricing changes, new restrictions, liability changes)

16.2 Notice of Changes

We will notify you of material changes by:

• Posting updated Terms on the Platform with a new “Last Updated” date at the top
• Sending email notification to your registered email address
• Displaying a prominent notice on the Platform upon your next login
• For significant changes, we may require you to affirmatively accept the new Terms

16.3 Acceptance of Changes

Your continued use of the Platform after changes become effective constitutes your acceptance of the modified Terms. If you do not agree to the changes, you must:

• Stop using the Platform immediately
• Close your account before the effective date of the changes
• Request deletion of your data if desired

16.4 Material Changes Requiring Affirmative Consent

For particularly significant changes (e.g., changes to dispute resolution, new data uses, significant fee increases), we may require you to affirmatively accept the new Terms before continuing to use the Platform.

16.5 Version History

We maintain previous versions of these Terms. You may request access to prior versions by contacting legal@getcollegecounsel.com.

16.6 Modifications to Platform

We reserve the right to modify, suspend, or discontinue any aspect of the Platform (including features, functionality, or availability) at any time, with or without notice. We will endeavor to provide reasonable notice for significant changes where feasible.

We are not liable for any modification, suspension, or discontinuance of the Platform or any feature.

17. RATINGS AND REVIEWS

17.1 Rating System

The Platform includes a rating and review system to help Users evaluate Counselors and their services.

Who Can Rate:

• Students or Parents may rate and review Counselors after completing at least one paid session
• Counselors may rate Students after completing an engagement (visible only to the Counselor, not publicly displayed)

Rating Criteria:

• Ratings are based on factors such as professionalism, responsiveness, helpfulness, and overall experience
• Reviews must be based on actual experience and honest opinions
• Reviews must comply with our content standards (Section 9.1)

17.2 Review Guidelines

Reviews must:

• Be based on genuine experience with the Counselor or Student
• Be honest, fair, and substantive
• Not contain profanity, threats, or personally identifiable information
• Not violate any person’s rights (defamation, privacy, etc.)
• Not be used to extort or manipulate other Users

Reviews must NOT:

• Be fake, fraudulent, or incentivized
• Be created by competitors or malicious actors
• Violate confidentiality or share private information shared during sessions
• Contain allegations of illegal conduct without supporting evidence

17.3 Review Moderation

We reserve the right to:

• Remove reviews that violate these guidelines or our Terms
• Investigate suspicious patterns of ratings or reviews
• Request evidence supporting claims made in reviews
• Suspend or terminate accounts that manipulate the rating system

17.4 Responding to Reviews

• Counselors may respond to reviews professionally
• Responses must comply with the same guidelines as reviews
• Responses must not reveal confidential Student information
• Harassing or threatening responses will result in account action

17.5 Dispute Resolution for Reviews

If you believe a review is false, defamatory, or violates these Terms:

• Contact us at reviews@getcollegecounsel.com with supporting evidence
• We will investigate and make a determination in our sole discretion
• We may remove the review, leave it unchanged, or require modifications
• Our decision is final and not subject to appeal, except as required by law

17.6 No Guarantee of Accuracy

We do not verify the accuracy of ratings or reviews and make no representations about their reliability. Ratings and reviews reflect the subjective opinions of individual Users.

18. GENERAL PROVISIONS

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms referenced herein, constitute the entire agreement between you and the Company regarding the Platform and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written.

18.2 Severability

If any provision of these Terms is found by a court or arbitrator to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

18.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged in writing by our authorized representative. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

18.4 Assignment

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without our prior written consent. Any attempted assignment in violation of this section is void.

We may freely assign these Terms, in whole or in part, to:

• Any affiliate or subsidiary
• A successor entity in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets

We will provide you with notice of any assignment that materially affects your rights.

18.5 No Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you and the Company and our respective successors and permitted assigns.

Exception: The Indemnified Parties in Section 13 are intended third-party beneficiaries of the indemnification provisions.

18.6 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between you and the Company. You have no authority to bind the Company or make commitments on our behalf.

18.7 Notices

Notices to You: We may provide notices to you through:

• Email to the address associated with your account
• Posting on the Platform or in your account dashboard
• Push notifications through the Platform
• Physical mail to your address on file (for legal notices)

Notices are deemed received:

• Immediately upon posting on the Platform
• 24 hours after email is sent
• 3 business days after mailing

Notices to Us: Notices to the Company must be sent to:

Skooly Pte Ltd
[Your complete Singapore registered address]
Email: legal@getcollegecounsel.com

For specific departments:

• General support: support@getcollegecounsel.com
• Safety concerns: safety@getcollegecounsel.com
• Data protection inquiries: dpo@getcollegecounsel.com
• GDPR inquiries (EU): gdpr@getcollegecounsel.com
• FERPA inquiries (US Schools): ferpa@getcollegecounsel.com
• Review disputes: reviews@getcollegecounsel.com

Notices to us are deemed received when we acknowledge receipt.

18.8 Export Compliance

You represent and warrant that:

• You are not located in a country subject to a U.S. Government embargo or designated as a “terrorist supporting” country
• You are not listed on any U.S. Government list of prohibited or restricted parties

You agree to comply with all applicable export and import laws and regulations, including those of the United States, Singapore, and your local jurisdiction.

18.9 Language

These Terms are prepared in English. Any translations provided are for convenience only. In the event of any conflict or inconsistency between the English version and any translation, the English version shall prevail.

18.10 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, civil unrest, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, pandemics, epidemics, strikes, labor disputes, shortages of transportation facilities, fuel, energy, labor, or materials, failure of telecommunications or information services, or any other circumstances beyond the party’s reasonable control.

The affected party shall provide prompt notice to the other party and use reasonable efforts to resume performance. If performance is delayed for more than 30 days, either party may terminate without liability.

18.11 Headings

Section and subsection headings are for convenience only and shall not affect the interpretation of these Terms.

18.12 Survival

Provisions that by their nature should survive termination shall survive, including but not limited to: Sections 7 (Intellectual Property), 12 (Disclaimers and Limitations of Liability), 13 (Indemnification), 14 (Dispute Resolution), and 18 (General Provisions).

18.13 Interpretation

In these Terms:

• “Including” means “including but not limited to”
• Singular includes plural and vice versa
• References to “days” mean calendar days unless specified as “business days”
• “Writing” or “written” includes email and electronic communications

18.14 Mobile Applications

If you access the Platform through a mobile application (iOS or Android):

• Additional terms imposed by the app store (Apple App Store, Google Play Store) may apply
• We are not responsible for app store policies or fees
• You acknowledge that the app store provider is not a party to these Terms and has no obligations regarding the Platform
• In the event of conflict between these Terms and app store terms, these Terms control as between you and us

18.15 Beta Features and Testing

We may offer certain features designated as “beta,” “pilot,” “alpha,” “early access,” “preview,” or similar designations. These features:

• Are provided “as is” with no warranties whatsoever
• May contain bugs, errors, or defects
• May be modified or discontinued at any time without notice
• May not be covered by customer support
• Should not be relied upon for production or critical use cases

Your feedback on beta features is appreciated and becomes our property per Section 7.4.

18.16 Government Use

If you are a government entity or using the Platform on behalf of a government, additional terms may apply. Please contact us at government@getcollegecounsel.com.

18.17 Accessibility

We strive to make the Platform accessible to users with disabilities in accordance with applicable accessibility standards (WCAG 2.1 Level AA). If you encounter accessibility barriers, please contact accessibility@getcollegecounsel.com.

18.18 Contact for Legal Process

Service of legal process, subpoenas, or court orders should be directed to:

Skooly Pte Ltd
Attn: Legal Department
[Your complete Singapore registered address]
Email: legal@getcollegecounsel.com

19. SPECIFIC TERMS FOR USER TYPES

19.1 Additional Terms for Counselors

Counselor Service Standards: As a Counselor on the Platform, you agree to:

Transparency:

• Clearly display your fee structure, services offered, and any limitations
• Disclose your educational background, relevant experience, and areas of expertise
• Honestly represent your track record without making false or misleading claims
• Disclose any financial relationships with educational institutions (if applicable)

Response Times:

• Respond to initial Student inquiries within 48 hours (or as stated in your profile)
• Maintain reasonable availability during active engagements
• Provide advance notice of vacations or extended unavailability
• Complete services within agreed timeframes

Cancellation and Refund Policy:

• Establish and clearly communicate your cancellation and refund policy
• Honor your stated refund policy
• Provide reasonable notice if you must cancel sessions (at least 24 hours except in emergencies)
• Handle refund requests professionally and promptly

Scope of Services:

• Clearly define what is and is not included in your services
• Do not provide services outside your area of competence
• Refer Students to other resources when appropriate
• Make clear that you cannot guarantee admissions outcomes

Financial Responsibility: You acknowledge that:

• The Platform may facilitate payment processing, but you are responsible for managing your own finances
• You must comply with all tax obligations in your jurisdiction
• You are responsible for maintaining records for tax and business purposes
• You must report all income derived from the Platform as required by law

Representation and Warranties: By continuing to use the Platform as a Counselor, you continuously represent and warrant that the information in Section 5.1 remains true and accurate. You must immediately notify us of any changes that would make those representations inaccurate.

19.2 Additional Terms for Schools

Institutional Responsibility: Schools acknowledge and agree that:

Account Management:

• The School is responsible for all activities of authorized users under its institutional account
• The School must promptly add or remove users as employment status changes
• The School must implement appropriate access controls and monitoring
• Each individual user must have a unique login (no shared accounts)

FERPA and Educational Privacy:

• The School is responsible for compliance with FERPA and other educational privacy laws
• The School must obtain necessary consents before uploading student educational records to the Platform
• The School acts as the “educational institution” under FERPA and retains all obligations as such
• The Company acts as a “school official” with “legitimate educational interest” only to the extent necessary to provide Platform services
• The School must have appropriate Data Processing Agreements or similar contracts in place as required by applicable law

Background Checks and Vetting:

• The School is solely responsible for conducting background checks on employees who will use the Platform
• The School must ensure that employees with access to the Platform are appropriate to work with minors
• The Company does not conduct background checks and is not responsible for vetting School employees

Data Security:

• The School must implement appropriate security measures for devices used to access the Platform
• The School must train users on data security and privacy best practices
• The School must have appropriate incident response procedures
• The School must notify us promptly of any security incidents involving School accounts

Institutional License Terms:

• School subscriptions are institution-specific and non-transferable
• User limits apply as specified in the subscription plan
• Schools may not resell or sublicense Platform access
• Schools may not share access credentials with other institutions

Indemnification: In addition to general indemnification obligations, Schools specifically indemnify the Company for:

• FERPA violations or educational privacy law violations
• Failure to conduct appropriate background checks
• Acts or omissions of School employees using the Platform
• Breach of School’s obligations under this section

19.3 Additional Terms for Students and Parents

Understanding the Platform: Students and Parents acknowledge and understand that:

No Vetting of Counselors:

• The Company does NOT vet, verify, or conduct background checks on Counselors
• The Company does NOT verify Counselor credentials, experience, or qualifications
• Counselor profiles are self-reported and may not be accurate
• You are solely responsible for evaluating and selecting Counselors

Due Diligence Responsibilities: You agree to conduct appropriate due diligence before engaging a Counselor, including:

• Reviewing Counselor profiles, ratings, and reviews
• Verifying Counselor credentials independently
• Checking references provided by Counselors
• Researching the Counselor online
• Having an initial consultation to assess fit
• Requesting information about the Counselor’s approach and methodology

Ownership of Application Materials: Students retain full ownership of all essays, personal statements, supplemental essays, resumes, and other application materials created with or without Counselor assistance. You may:

• Use these materials freely for your college applications
• Make unlimited revisions to materials
• Choose not to use materials created with Counselor input
• Share materials with other Counselors or advisors
• Store copies outside the Platform

Original Work: Students acknowledge that:

• All application materials must be their own original work
• Counselors should provide guidance and feedback, not write materials for you
• Plagiarism or dishonesty in applications may result in application rejection or rescission of admission
• You are responsible for ensuring the authenticity of your work
• Many colleges use plagiarism detection software

No Guarantees: You understand that:

• No Counselor can guarantee admission to any college or university
• Admissions decisions are made solely by colleges and are based on many factors
• Past results (whether for the Counselor or other students) do not predict future outcomes
• The Counselor-student relationship is not a contract for specific results

Financial Responsibilities:

• Service fees are paid directly to Counselors (facilitated through the Platform)
• Refund and cancellation policies are set by individual Counselors
• The Company is not responsible for refund disputes
• You should understand the Counselor’s refund policy before engaging their services
• Payment disputes should be resolved directly with the Counselor

Parental Rights (for minors): Parents of Students under 18 have the right to:

• Monitor their child’s account activity
• Access all communications between their child and Counselors
• Request copies of all data associated with their child’s account
• Request account termination or data deletion at any time
• Participate in sessions or communications as appropriate
• Withdraw consent for their child’s Platform use at any time

We encourage open communication between Students, Parents, and Counselors to ensure appropriate oversight while respecting student development and independence.

Safety Guidelines: For your safety:

• We recommend keeping communications on the Platform where possible
• Parents should monitor minor children’s interactions with Counselors
• Report any inappropriate behavior immediately
• Do not share sensitive financial information beyond what’s necessary for payment
• Exercise caution before meeting Counselors in person (if applicable in your region)
• Trust your instincts - if something feels wrong, discontinue the relationship

Communication with Counselors:

• Treat Counselors with respect and professionalism
• Respond to Counselor communications in a timely manner
• Honor scheduled appointments or provide advance notice of cancellations
• Be honest about your academic record, achievements, and circumstances
• Maintain confidentiality of proprietary Counselor materials and methodologies

20. ACCESSIBILITY AND SPECIAL ACCOMMODATIONS

20.1 Accessibility Commitment

We are committed to making the Platform accessible to all Users, including those with disabilities. We strive to comply with Web Content Accessibility Guidelines (WCAG) 2.1 Level AA standards.

20.2 Accessibility Features

The Platform includes:

• Keyboard navigation support
• Screen reader compatibility
• Alternative text for images
• Sufficient color contrast
• Resizable text
• Captions for video content (where applicable)

20.3 Reporting Accessibility Issues

If you encounter accessibility barriers, please contact us at accessibility@getcollegecounsel.com with:

• Description of the barrier
• The page or feature affected
• Your assistive technology (if applicable)
• Your preferred contact method

We will respond within 5 business days and work to address the issue promptly.

20.4 Accommodations

If you require special accommodations to use the Platform effectively, please contact us. We will work with you in good faith to provide reasonable accommodations.

21. CHILDREN’S PRIVACY AND SAFETY

21.1 Age Requirements

• The Platform is intended for users aged 15 and above
• Users under 15 are prohibited from using the Platform
• Users between 15-17 must have verified parental consent

21.2 Parental Consent Process

For users under 18:

1. During registration, the Student provides parent/guardian email
2. Parent receives verification email with Terms and Privacy Policy
3. Parent must affirmatively click consent link
4. Parent consent is verified before account activation
5. Parents receive notification when their child’s account is activated

21.3 Parental Rights

Parents may:

• Access and review all information in their child’s account
• Request correction or deletion of their child’s information
• Refuse further collection or use of their child’s information
• Revoke consent and request account deletion at any time

Contact us at parents@getcollegecounsel.com to exercise these rights.

21.4 Special Protections for Minors

For users under 18:

• We collect only information necessary for Platform functionality
• We do not use personal information for targeted advertising
• We maintain enhanced security measures for minor accounts
• We provide parents with transparency and control
• We prohibit Counselors from requesting off-platform contact information from minors without parental consent

21.5 Counselor Conduct with Minors

Counselors working with minors must:

• Maintain appropriate professional boundaries at all times
• Report any safety concerns to us immediately at safety@getcollegecounsel.com
• Comply with mandatory reporting obligations under applicable law (child abuse, etc.)

21.6 Safety Reporting

If you suspect abuse, exploitation, or inappropriate conduct involving a minor, report it immediately:

• Email: safety@getcollegecounsel.com
• For emergencies involving imminent harm, contact local law enforcement first
• We investigate all reports and cooperate fully with law enforcement

ACKNOWLEDGMENT AND ACCEPTANCE

BY CLICKING “I ACCEPT,” CHECKING THE CONSENT BOX, CREATING AN ACCOUNT, OR USING THE PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT:

1. You have read these Terms of Service in their entirety
2. You understand these Terms and their legal implications
3. You agree to be bound by these Terms and our Privacy Policy
4. You have the legal capacity to enter into this binding agreement
5. If you are under 18, your parent or guardian has reviewed and consented to these Terms on your behalf
6. You understand that we do not vet, verify, or conduct background checks on Counselors
7. You are responsible for conducting due diligence when selecting Counselors
8. You understand that no counseling service can guarantee college admissions outcomes
9. You agree to the dispute resolution provisions, including mandatory arbitration and class action waiver
10. You acknowledge the disclaimers and limitations of liability

For Counselors, you additionally acknowledge that:

• You have made all representations and attestations required in Section 5.1
• You agree to maintain those representations throughout your use of the Platform
• You understand your indemnification obligations for services you provide
• You will comply with all Counselor-specific obligations in these Terms

For Parents consenting on behalf of minors, you additionally acknowledge that:

• You are the parent or legal guardian of the minor Student
• You have the authority to consent on their behalf
• You understand your rights to monitor, access, and delete your child’s account
• You understand the Platform does not vet Counselors
• You accept responsibility for supervising your child’s use of the Platform

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Company Information:

Skooly Pte Ltd
[Your complete Singapore registered address]
Singapore Company Registration No.: [Your UEN]

Contact Information:

• Website: getcollegecounsel.com
• General Support: support@getcollegecounsel.com
• Legal Inquiries: legal@getcollegecounsel.com
• Data Protection: dpo@getcollegecounsel.com
• Safety Reports: safety@getcollegecounsel.com
• Parent Inquiries: parents@getcollegecounsel.com

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Document Information:

• Document Version: 1.0
• Effective Date: [Insert Effective Date]
• Last Updated: October 21, 2025
• Jurisdiction: Singapore

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This document constitutes a legally binding agreement. If you do not agree to these Terms, you must not use the Platform.