Terms of Use

Last updated on 2/14/2021

1. Scope

1.1. These Terms of Use (“Terms”) are a binding legal agreement between you and Walnut that govern your use of the websites, applications, and other offerings from Walnut (collectively, the “Walnut Platform”). When used in these Terms, “Walnut,” “we,” “us,” or “our” refers to the Walnut entity.

1.2. The Walnut Platform offers an online venue that enables users (“Members” ) to publish, offer, search for, and order services. Members who publish and offer services are “Consultants” and Members who search for or order services are “Students.” Consultants offer school selection, essay proofreading, application review, background enrichment, and a variety of other services as listed in service types (collectively, “Consulting Services,” and each Consulting Service offering, a “Package”).

1.3. We also provide details regarding our processing of personal data of our students and consultants in our Privacy Policy.

2. Account

2.1. Summary. You need an account for most activities on our platform. Keep your password safe, because you’re responsible for all activity associated with your account. If you suspect someone else is using your account, let us know by contacting our customer service. You must meet a certain age requirement to use the platform.

2.2. Responsibility for your account. You need an account for most activities on our platform, including purchasing a package or publishing a package. When setting up and maintaining your account, you must provide and continue to provide accurate and complete information, including a valid email address. You have complete responsibility for your account and everything that happens on your account, including for any harm or damage (to us or anyone else) caused by someone using your account without your permission. This means you need to be careful with your password. You may not transfer your account to someone else or use someone else’s account. If you contact us to request access to an account, we will not grant you such access unless you can provide us with the information that we need to prove you are the owner of that account. In the event of the death of a user, the account of that user will be closed.

2.3. Age requirement. You must have reached the age of consent for online services in your country to use Walnut. Students and consultants must be at least 18 years of age to create an account and use the Services. If you are younger than 18 but above the required age for consent to use online services where you live (for example, 13 in the US), you may not set up an account, but we encourage you to invite a parent or guardian to open an account and help you choose consulting services that are appropriate for you. If you are below this age of consent to use online services, you may not create an account. If we discover that you have created an account that violates these rules, we will terminate your account.

3. Content and Behavior

3.1. Summary. You can only use Walnut for lawful purposes. You’re responsible for all the content that you post on our platform. You should keep all the content you upload in line with our guidelines and the law and respect the intellectual property rights of others. You should not tamper Walnut’s service. You should also follow the other rules of Walnut. You should act with integrity and treat others with respect.

3.2. Abide the law. You can only use the Walnut platform for lawful purposes. Your use of the Services and behavior on our platform must comply with applicable local or national laws or regulations of your country. You are solely responsible for the knowledge of and compliance with such laws and regulations that are applicable to you.

3.3. Contents not allowed. You are responsible for all the content that you post such as text, photos, videos and other contents on our platform. The following content is NOT allowed on Walnut:

Spam, unwanted contact, or content that is shared repeatedly in a disruptive manner

Content that endorses or promotes illegal or harmful activity, or that is sexually explicit, violent, graphic, threatening, or harassing

Content that is discriminatory

Attempts to impersonate another person, account, including a representative of Walnut

Content that is illegal or that violates another person’s right, including intellectual property rights and privacy rights

Content that includes another person’s private or confidential information

3.4. Use Walnut only for intended purposes

Do not provide or use Services for business other than providing consulting services to students.

Do not request, make, or accept an order or any payment outside of the Walnut Platform to avoid paying fees or for any other reason.

Do not copy, display, mirror or frame the Walnut Platform, any Content, any Walnut branding, or any page layout or design without our consent.

Do not engage in any practices that are intended to manipulate our search algorithm.

Do not scrape, hack, reverse engineer, compromise or impair the Walnut Platform

Do not use bots, crawlers, scrapers, or other automated means to access or collect data or other content from or otherwise interact with the Walnut Platform.

Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Walnut Platform or Content.

Do not decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Walnut Platform.

Do not take any action that could damage or adversely affect the performance or proper functioning of the Walnut Platform.

Do not abuse Walnut resources, including support services.

3.5. Act with integrity and treat others with respect

Do not lie, misrepresent something or someone, or pretend to be someone else.

Be polite and respectful when you communicate or interact with others.

Do not discriminate against or harass others.

You may only use another Member’s personal information as necessary to facilitate a Consulting Service using the Walnut Platform as authorized by these Terms.

Do not use the Walnut Platform, our messaging tools, or Members’ personal information to send commercial messages without the recipient’s express consent.

Do not use Content unless you have permission from the Content owner or the use is authorized by us in these Terms or another agreement you have with us.

Do not interfere with or otherwise prevent other consultants from providing their services .

4. Consultant Terms

When you sign up to become a consultant on the Walnut platform, you agree to abide by the following terms:

4.1. Your relationship with Walnut. As the provider of the Walnut Platform, Walnut does not own, control, offer or manage any Packages or Consulting Services. Walnut is not a party to the contracts concluded directly between Consultants and Students, nor is Walnut a service provider or insurer. Walnut is not acting as an agent in any capacity for any Member.

4.2. You represent and warrant that

you will provide and maintain accurate account information.

you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to offer the services.

you will ensure a quality of service that corresponds with the standards of your industry and college admission consulting services in general.

5. Walnut’s Right to Your Content

5.1. Summary. You retain ownership of all the content you post to our platform. We’re allowed to share your content to anyone through any media, including promoting it via advertising on other websites.

5.2. In legal language, by submitting or posting content on or through the platforms, you grant Walnut a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your content (including your name and image) in any and all media or distribution methods (existing now or later developed). This includes making your content available to other companies, organizations, or individuals who partner with Walnut for the syndication, broadcast, distribution, or publication of content on other media, as well as using your content for marketing purposes. You also waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. You represent and warrant that you have all the rights, power, and authority necessary to authorize us to use any content that you submit. You also agree to all such uses of your content with no compensation paid to you.

6. Termination of Account

6.1. Summary. You can contact Walnut to terminate your account and we can ban your account for repeated or major offenses to our policy. If you think someone is infringing your copyright on our platform, let us know.

6.2. You can terminate your account and this agreement at any time by submitting a request to walnut.

6.3. Walnut may terminate your account, with or without prior notice for any or no reason, if you:

Breach these Terms, our Policies, or our Standards

Violate applicable laws, regulations, or third-party rights

Walnut believes it is reasonably necessary to protect Walnut, its Members, or third parties

6.4. What happens after termination. If you are a Consultant and terminate your Walnut account, any confirmed order(s) will be cancelled and your Students will receive a full refund for the remaining fees. If you are a student and you have confirmed orders in progress, the remaining fees in the orders will be paid to the consultants. When your account has been terminated, you are not entitled to a restoration of your account or any of your Content.

7. Your Assumption of Risk

7.1. Summary. Anyone can use Walnut to create and publish and we enable consultants and students to interact. Like other platforms where people can post content and interact, some things can go wrong, and you use Walnut at your own risk.

7.2. We cannot guarantee the outcome of consulting services. Our platform model means we do not review or control the services that consultants provide, and we are not in a position to determine the legality of Consulting Services. We do not exercise any control over the services that are provided by Consultants, as such, do not guarantee in any manner the reliability, helpfulness of the Consulting Services. If you are using a Consulting Service, you rely on the service provided by a Consultant at your own risk, including risk of missing an application deadline. You assume full responsibility for the choices you make before, during, and after your ordering a service package. We are not liable for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to the conduct of consultants or students.

7.3. You may encounter offensive content. While we try our best to keep the platform delightful to use, you may still be exposed to content that you consider offensive, indecent, or objectionable. Walnut has no responsibility to keep such content from you and no liability for your hiring consultants, to the extent permissible under applicable law.

7.4. You may risk leaking information. When you interact directly with a student or a consultant, you must be careful about the types of personal information that you share. We do not control what students and consultants do with the information they obtain from other users on the platform.

7.5. You may risk body injury when meeting in person. When you choose to interact with members in person, you assume the risks voluntarily, including risk of illness, bodily injury, disability, or death.

7.6. Walnut may add or remove features. Walnut may add or remove features and is not responsible for failure of performance. We may decide to cease making available certain features at any time and for any reason. Under no circumstances will Walnut or its affiliates, suppliers, partners or agents be held liable for any damages due to such interruptions or lack of availability of such features.

8. Indemnification

8.1. To the maximum extent permitted by applicable law, you agree to release, defend (at Walnut’s option), indemnify, and hold Walnut harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:

Your breach of these Terms (including any supplemental or additional terms that apply to a product or feature) or our Policies or Standards

Your improper use of the Walnut Platform

Your interaction with any Member, participation in a Consulting Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction

Your failure, or our failure at your direction, to accurately report, collect or remit Taxes

Your breach of any laws, regulations or third party rights such as intellectual property or privacy rights

9. United States Governing Law and Venue

If you reside or have your place of establishment in the United States, these Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the arbitration agreement must be brought in state or federal court in San Francisco, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in San Francisco, California.

10. Limitations on Liability

10.1.Neither Walnut (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Walnut Platform or any Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the Walnut Platform or any Content, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Walnut Platform, or (iv) publishing or ordering of a Package, including the provision or use of Consulting Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Walnut has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.

10.2. Except for our obligation to transmit payments to Consultants under these Terms, or make payments under the Walnut Consultant Guarantee, in no event will Walnut’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Members, or your use of or inability to use the Walnut Platform, any Content, or any Consulting Service, exceed: (A) to Students, the amount you paid as a Student during the 12-month period prior to the event giving rise to the liability, (B) to Consultants, the amount paid to you as a Consultant in the 12-month period prior to the event giving rise to the liability, or (C) to anyone else, one hundred U.S. dollars (US$100).

11. Dispute Resolution

11.1. Summary. If there’s a dispute, our customer service is happy to help resolve the issue. If that doesn’t work, your options are to go to small claims court or bring a claim in binding arbitration.

11.2. Small claims. Either of us can bring a claim in small claims court in (a) San Francisco, California, (b) the county where you live, or (c) another place we both agree on, as long as it qualifies to be brought in that court.

11.3. Going to arbitration. If we can’t resolve our dispute amicably, you and Walnut agree to resolve any claims related to these Terms (or our other legal terms) through final and binding arbitration, regardless of the type of claim or legal theory. If one of us brings a claim in court that should be arbitrated and the other party refuses to arbitrate it, the other party can ask a court to force us both to go to arbitration (compel arbitration). Either of us can also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.

11.4. The arbitration process. Any disputes that involve a claim of less than $10,000 USD must be resolved exclusively through binding non-appearance-based arbitration. A party electing arbitration must initiate proceedings by filing an arbitration demand with the American Arbitration Association (AAA). The arbitration proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer-Related Disputes. You and we agree that the following rules will apply to the proceedings: (a) the arbitration will be conducted by telephone, online, or based solely on written submissions (at the choice of the party seeking relief); (b) the arbitration must not involve any personal appearance by the parties or witnesses (unless we and you agree otherwise); and (c) any judgment on the arbitrator’s rendered award may be entered in any court with competent jurisdiction. Disputes that involve a claim of more than $10,000 USD must be resolved per the AAA’s rules about whether the arbitration hearing has to be in-person.

11.5. No class actions. We both agree that we can each only bring claims against the other on an individual basis. This means: (a) neither of us can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action; (b) an arbitrator can’t combine multiple people’s claims into a single case (or preside over any consolidated, class, or representative action); and (c) an arbitrator’s decision or award in one person’s case can only impact that user, not other users, and can’t be used to decide other users’ disputes. If a court decides that this “No class actions” clause isn’t enforceable or valid, then this “Dispute Resolution” section will be null and void, but the rest of the Terms will still apply.

12. Update of these terms

12.1. Walnut may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Walnut Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of any material changes by email at least 30 days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Walnut Platform will constitute acceptance of the revised Terms.

13. How to Contact Us

The best way to get in touch with us is to contact our customer service. We’d love to hear your questions, concerns, and feedback about our Services. Thanks for consulting and applying with us!