These Terms and Conditions apply to the use of the Platform of Passing Grades. Passing Grades advises you to thoroughly read these Terms and Conditions in order to ensure that you are aware of your rights and obligations.
These Terms and Conditions, inter alia, describe the following aspects of the relationship between you and Passing Grades:
Provision of data and creating a Profile (article 3);
The functionalities of the Platform (articles 4,5 and 6);
Payment by means of the Platform (article 7);
The notice and take down procedure (article 8);
The limitation of liability for Passing Grades (article 11).
Article 1. Definitions
Content: all information placed on the Platform by Passing Grades itself, including but not limited to the layout, look and feel of the Platform, the logos and trademarks as well as certain texts.
Terms and Conditions: these Terms and Conditions of Passing Grades.
Intellectual Property Rights: all the intellectual property rights and associated rights such as copyright, trademark rights, patents, model rights, trade name rights, database rights and neighboring rights as well as the rights to know-how and one-line performances.
Platform: the Platform that can be accessed through the website www. Passing Grades.com and underlying web pages which offer you the possibility to download or upload Study Materials whether or not against payment.
Profile: an individual or group section created and maintained by you when you register for the Platform.
Study Material: all information offered by you or other users of the Platform on the Platform whether or not for payment.
Passing Grades: the private company Passing Grades NL B.V. (applicable when citizen of The Netherlands) or the private company Passing Grades International B.V. (applicable when citizen outside of The Netherlands), subsidiaries of Passing Grades B.V., having its registered offices at Admiralengracht 60, 1057 GB in Amsterdam, the Netherlands.
Service Costs: the costs incurred by Passing Grades in providing the transactions and offering the Platform. The height of these costs is stated on the Platform and can be amended by Passing Grades from time to time.
Article 2. Applicability
2.1 These Terms and Conditions apply to all use you make of the platform.
Article 3. Profile
3.1 In order to be able to use the Platform optimally you have to create a Profile in the way described on the Platform. You guarantee to Passing Grades that the information provided by you on creating your Profile is strictly complete, true and accurate. When creating a Profile, you must give a username and password which will allow you to access the Platform and your Profile.
3.2 In the event that you have not yet reached the age of sixteen (16), you need the consent of your legal representative(s) (your guardian or (one of) your parents) before creating a Profile. By accepting these Terms and Conditions you guarantee that you are indeed at least sixteen (16), or that you have obtained the consent of your legal representative(s) to create a Profile.
3.3 You yourself are responsible for the correctness and completeness of the data you have provided as well as the alteration of the data in the event that it is no longer accurate. You acknowledge and understand that the correctness and completeness of the data is very important for the Platform to operate optimally. Passing Grades cannot make any payments to you if your bank account number is no longer accurate.
3.4 The data you provide during the registration process will be stored in a database and will be processed in accordance with the privacy statement which you can find here.
3.5 You yourself are responsible for keeping your username and password combination confidential. You are not allowed to give your username and/or password to third parties and/or to otherwise grant third parties access to your Profile. You are therefore liable for all the use made of the Platform through your username and password. Passing Grades can assume that you are indeed the person who has signed in with your username and password. As soon as you know or have reason to assume that a username and/or password has come into the hands of unauthorised persons, you must inform Passing Grades of this notwithstanding your own obligation to take immediate effective measures yourself such as changing your password.
3.6 Passing Grades is at any time entitled to change, alter or shut down the Platform without becoming liable to you in any way. If you do not agree with the changes and/or amendments made by Passing Grades, your only remedy is to cease the use of the Platform and to delete your Profile.
3.7 Passing Grades reserves the right to change the registration procedure, your password and/or username in the event Passing Grades decides that this is in the best interests of the operation of the Platform.
3.8 Passing Grades cannot be held liable for any damages resulting from any unauthorized access and/or use of the Platform by third parties.
3.9 You acknowledge and agree that by creating a Profile you automatically grant Passing Grades a free of charge, unencumbered, worldwide, sub licensable, non-exclusive license to publish and reproduce certain personal data from your Profile, such as your username and Profile picture, in the light of offering the platform, for instance for promotional purposes. This license ends automatically if you delete the Study Material and your Profile.
Article 4. Functionalities of the Platform
4.1 You acknowledge and agree that Passing Grades only offers a Platform which allows you to exchange Study Material with other users. Passing Grades has no knowledge of and/or involvement with the Study Material and/or other information submitted to the Platform by you or other users. Passing Grades therefore accepts no liability whatsoever for the Study Material offered by you or other users by means of the Platform.
4.2 You acknowledge and accept that the Platform only includes the functionality and other characteristics as found in the Platform at the time it is used (on an “as is basis”). Passing Grades excludes expressly any explicit and tacit guarantees, undertakings and warranties of any nature whatsoever including, but not limited to, guarantees, undertakings and warranties with regard to the quality, safety, lawfulness, integrity and accuracy of the Platform, unless explicitly stated otherwise in these Terms and Conditions.
Article 5. Uploading Study Materials
5.1 By means of the Platform you can upload Study Material. This Study Material can subsequently be downloaded by other users whether or not for payment. Your Profile will state what Study Material you offer on the Platform, for payment or for free. Your Profile will also state the income generated by you.
5.2 The manner in which the Study Material can be uploaded to the Platform as well as the allowed format are stated on the Platform. You decide what Study Material is uploaded and in what manner you manage this Study Material. Passing Grades has no influence on or involvement with the Study Materials uploaded as well as the manner in which it is managed by you.
5.3 If you decide to offer Study Material against payment, you yourself can decide the height of the payment. However, there is a minimum price which is stated on the Platform. You can also decide how many pages are accessible for free as an example. Passing Grades reserves the right to at least make the first page of the Study Material freely accessible whether or not the Study Material is offered for payment.
5.4 Passing Grades reserves the right to insert advertisements of third parties into Study Material. These advertisements will be placed in the Study Material by means of an automated process.
5.5 Passing Grades reserves the right to convert the Study Material you uploaded to another format. Passing Grades also reserves the right to insert an automatically generated watermark/logo of Passing Grades in any Study Material.
5.6 Under the conditions as stated in these Terms and Conditions, you in principle retain your Intellectual Property Rights, including the copyright, you have in the Study Material.
5.7 If you upload Study Material to the Platform, you guarantee that:
You are the full right holder with regard to the study material and you are entitled to upload it to the Platform and offer it to other users;
The Intellectual Property Rights, including the copyright, to the Study Material is vested in you or you have demonstrable consent of the party in which the Intellectual Property Rights are vested to upload the Study Material to the Platform and to offer it to other users;
The Study Material is not in violation of any laws or legislation and/or does not infringe on any (Intellectual Property) Rights of third parties and/or is not otherwise unlawful towards third parties and/or Passing Grades;
Passing Grades will not be held to make any payments in relation to the uploading and use of the Study Material; and
You are exclusively responsible for all licenses and payment obligations to any third party relating to the uploading and use of the Study Material.
5.8 You indemnify Passing Grades as well as all persons affiliated with Passing Grades against any and all claims of third parties based on the allegation that the Study Material infringes on any valid Intellectual Property Rights or other rights of third parties or is otherwise unlawful against third parties as well as against all claims resulting from your actions in violation with these Terms and Conditions. All costs incurred and damages suffered by Passing Grades which are in any way related to the abovementioned claims will be remunerated by you.
5.9 You acknowledge and agree that by uploading Study Material to the Platform, you automatically grant Passing Grades a free of charge, unencumbered, worldwide, sub licensable, non exclusive license to publish and reproduce the Study Material in the light of offering the Platform. This license automatically ends if you remove the Study Material from the Platform.
5.10 With regards to the creation of Flashcards the user hereby transfers all present and future rights of intellectual property vested in works submitted to the Website to Passing Grades regarding to Flashcards, which transfer is hereby accepted by Passing Grades. If necessary to bring about a transfer of intellectual property right, User hereby irrevocably agrees to cooperate with and perform any legal act necessary to establish such transfer.
Insofar as any intellectual property rights on Flashcards are incapable of being (completely) transferred from the User to Passing Grades, User hereby grants Passing Grades the exclusive, irrevocable, royalty-free, worldwide, perpetual right, with the right to grant sublicenses, to use those intellectual property rights in the broadest sense, which right is hereby accepted by Passing Grades.
Insofar as any personal or moral rights vest in User and insofar as permitted by law, User hereby waives all of her personal or moral rights.
Article 6. Downloading Study Material
6.1 By using the Platform it is possible to download Study Material whether free or for payment. It is necessary to have a Profile if you wish to download Study Material. The profile will show what Study Material you have downloaded. The Study Material you have downloaded will remain accessible to you, unless you delete it yourself. After the deletion of Study Material you will no longer be able to access it unless you download it again, if that is still possible.
6.2 If you create a Profile you have the possibility to rate the Study Material of other users in the manner stated on the Platform.
6.3 If the Study Material is offered for payment, you must pay the requested amount in advance before you can download the Study Material. Payment options are stated on the Platform. Further details regarding payments are listed in article 7.
6.4 Passing Grades will refund your purchase is the Study Material is not possible to download and/or the Study Material is demonstrably defect due to a error in the Platform. If not bound by these requirements, the “100% Money Back Guarantee” will come into play.
To qualify for the “money back guarantee”, you must meet the following conditions:
Your purchase was within the last 14 days
You contacted the seller of the item to tell him/her why you are dissatisfied with the quality
You verified that you don’t file a complaint about a lack of information, chapters or subjects that the seller did describe were missing in the advertisement
7.1 It is possible to offer Study Material for payment. You can decide the price for your Study Material yourself. You enter directly into an agreement with another user in which you grant him or her the right to use your Study Material. Passing Grades is no part of this agreement. Passing Grades merely acts as an intermediary by offering a Platform which allows users to upload Study Material and it merely facilities the payments. These Terms and Conditions therefore only apply to the use of the Platform and not to the agreement between users of the Platform.
7.2 The methods of payment available when purchasing items are listed on the Platform. All payments are handled in cooperation with a third party, who will transfer the earnings involved with all sales amongst sellers.
7.3 From the amount that is paid to every respective user, the Service costs will be deducted. If you upload Study Material and set a price on the Platform you can, in real time, see the amount of money you will receive grossly.
7.4 With regard to the amount of payments you receive from Passing Grades, the data of Passing Grades will be assumed to be correct unless you can prove this data to be incorrect.
7.5 Students are able to decide for themselves how much money they would like to withdraw, with a minimum of $10 or a similar sum in the currency the student is using the Platform in (e.g. British Pound Sterling or US Dollars). Passing Grades accumulates deposits and transfers the money once per week. There is no interest paid on remaining money from the virtual account (My Balance).
7.6 Passing Grades accepts no liability whatsoever regarding errors in the orders of Study Materials, for instance, regarding the number of copies or the type of Study Material. It is not possible to cancel the purchase of any Study Material or to change. For any of the issues above, Passing Grades refers you to the user responsible for selling the Study Material.
7.7 Students are personally responsible for any necessary declaration of income at the tax collector’s office in the country where tax is to be paid.
7.8 Payment processing services are (in some cases) provided by 2Checkout and are subject to the 2Checkout Connected Account agreement, which includes the 2Checkout Terms of Service. By agreeing to the Terms and conditions you agree to be bound by the 2Checkout Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Passing Grades enabling payment processing services through Stripe, you agree to provide Passing Grades accurate and complete information about you, and you authorize Passing Grades to share it and transaction information related to your use of the payment processing services provided by Stripe.
Article 8. Notice and Take Down
8.1 In order to stop infringement of the rights of third parties as soon as possible, Passing Grades has developed a procedure for reporting infringing Study Material by means of a notice.
8.2 If you claim that certain Study Material infringes on your rights, you can report this alleged infringement to Passing Grades by sending a notice to abuse@ Passing Grades.com. Passing Grades will examine the notice and, if possible and necessary, take the measures stated in this article.
8.3 The notice should include:
The URL within the website on which the allegedly infringing Study Material can be found;
A statement that your rights have been infringed and why;
Contact details which Passing Grades can use to contact you, such as your complete name, address, telephone number and email address;
A statement supported by documentary evidence that the information in your notice is accurate and complete and – if it concerns the alleged infringement of Intellectual Property Rights – that you are the holder of the respective Intellectual Property Rights or that you are authorized to act on behalf of the holder; and
A description of the work or works which have been allegedly infringed, with a specification of the precise nature of that alleged infringement.
8.4 Passing Grades reserves the right to forward the notice to the party responsible for the Study Material to which the notice refers.
8.5 In the event that it is evident from the notice that the Study Material the notice refers to is manifestly unlawful, Passing Grades will remove or block access to the Study Material.
8.6 Passing Grades reserves the right not to grant a request to remove or make inaccessible Study Material if it has well-founded reasons to doubt the accuracy of the notice or the lawful nature of the evidence submitted, or if the Study Material to which the notice refers do not appear to be manifestly unlawful. Within that scope Passing Grades may for instance require a judicial decision of a competent court in the Netherlands, whose decision demonstrates that the Study Material concerned is manifestly unlawful.
8.7 By issuing a notice you indemnify Passing Grades against any claim of third parties with regard to removing or making inaccessible the Study Material and/or the provision of the name, address and place of residence of the user who sent the notice. Such indemnification also covers all the damage that Passing Grades suffers and the costs it incurs in relation to such a claim, including – but not limited to – reimbursing the costs of legal assistance.
8.8 Passing Grades will not in any way whatsoever be a party to any dispute between the party that issued the notice and the other party.
Article 9. Availability of the Platform
9.1 Passing Grades is entitled to put the Platform (temporarily) out of service and/or to reduce the use of it without any prior notification and without being obliged to pay compensation to you, if in the opinion of Passing Grades this is necessary, for instance, in connection to the required maintenance of the Platform.
9.2 Passing Grades is entitled to make procedural and technical changes and/or amendments to the Platform without giving you prior notification.
9.3 Passing Grades does not guarantee that the Platform or any part thereof will be accessible at all times and without any interruptions or failures. Failures in the Platform can occur, as a result of failures in the internet or phone connection or by viruses or faults/defects. Passing Grades is not liable or obliged to the user to pay compensation in any way whatsoever for any damage resulting or arising from the website being (temporarily) unavailable.
Article 10. Intellectual Property Rights
10.1 The Intellectual Property Rights regarding the Platform, as well as all Content published on and/or transmitted by means of the Platform, with the exception of the Study Material, are vested in Passing Grades and/or its licensor(s).
10.2 Under the conditions stated in this Terms and Conditions, Passing Grades hereby grants you a limited, personal, revocable, non exclusive, non licensable, non assignable right to use the Platform and the Content and view it in the manner and the format as used on the Platform.
10.3 You may not change, render illegible or remove any trademark or recognition signs affixed to the Website, the Content and/or any references to Intellectual Property Rights.
10.4 Nothing in these Terms and Conditions is construed to transfer any Intellectual Property Rights to you. You will refrain from any action which may infringe on the Intellectual Property Rights of Passing Grades such as registering domain names, trademarks or Google Adwords that are identical and/or similar to any Intellectual Property Rights of Passing Grades.
10.5 Without prior written consent of Passing Grades no one is allowed to retrieve and re-use a substantial part of the Contents of (parts of) the Platform and/or retrieve and repeatedly and systematically re-use non-substantial parts of the Contents of the Platform within the sense of the Dutch Databases Act.
10.6 Study Material offered on Passing Grades is only to be used as a study aid. You are not permitted to submit Study Material found on Passing Grades as your own work if it is not, as this is in breach of copyright. This is also plagiarism and constitutes academic misconduct at all academic institutions.
Article 11. Liability
11.1 Passing Grades will not accept any liability for damages as a result of offering you the Platform, an unlawful act or otherwise, other than as stipulated in this article.
11.2 In the event that Passing Grades is liable for any damages, whether caused by an attributable failure or an unlawful act, the height of these damages is limited to the amount actually paid by Passing Grades’s insurance company. In the event that the insurance company does not pay anything, article 11.3, 11.4 and 11.5 apply.
11.3 Passing Grades is only liable for direct damages (as described below) which you suffer as a result of an attributable failure in the performance of the agreement or pursuant to an unlawful act or otherwise insofar as this is allowed under mandatory law up to an amount of EUR 1,000.–. The entire and complete liability of Passing Grades under its agreement with you will never exceed this amount.
11.4 Direct damages shall exclusively pertain to:
Material damage to goods;
All reasonable costs incurred by you in order to prevent or limit any direct damages as meant in this paragraph;
Reasonable costs incurred while determining the cause of damage, liability, direct damage and the method of recovery.
11.5 To the maximum extent permitted by applicable law, in no event shall Passing Grades be liable for any special, incidental or consequential damages whatsoever (including but not limited to, damages for loss of profits or confidential or other information, for business interruption, for the loss and/or corruption of data for loss of privacy arising out of or in any way related to the use of or inability to use the Platform as well as all other forms of damage different from the those mentioned in article 11.4), even if Passing Grades has been advised of the possibility of such damages and even if the remedy fails in its essential purpose.
11.6 The above limitation of liability in this paragraph shall cease to apply if and insofar as the loss is due to Passing Grades’s wilful intent or gross negligence.
11.7 In using the platform you guarantee that you have thoroughly checked the rules, regulations and provisions governing your university and that you are allowed to use the services offered by Passing Grades. Passing Grades accepts no liability or responsibility for your decision to use the Platform, should this decision be against your university’s regulations or provisions regarding academic work.
Article 12. Force Majeure
12.1 In the case of Force Majeure the non fullfilment of the agreement between you and Passing Grades can not be counted as an attributable failure and the agreement between you and Passing Grades does not exist.
12.2 Force majeure includes, but is not limited to, illness of employees and/or absence of personnel crucial for the provision of the Platform, disruptions of the electricity supply, fire, natural disasters, strikes, floods, failures to perform by third parties hired by Passing Grades, disturbances in the internet connection, hardware disruptions, disruptions in the (telecommunications) networks and other unforeseen circumstances.
Article 13. Termination
13.1 You are entitled to terminate the agreement at any time by discontinuing the use of the Platform and terminating your Profile.
13.2 In addition to the other remedies or means available to Passing Grades, Passing Grades make decisions at its own discretion at all times, without becoming liable to you. Passing Grades is entitled to (temporarily) restrict or suspend your activities in connection with the Platform and/or to delete your Profile in the event you violate these Terms and Conditions including, but not limited to, articles 3.3, 3.4 and 5.7.
13.3 If you are still entitled to a payment after you have deleted your account (money on your virtual wallet), Passing Grades will ensure that the payment due will be wired to you. However, in the event your Profile has been deleted as a result of an infringement of these Terms and Conditions as meant in article 13.2, Passing Grades reserves the right to keep (part of) the payment due if Passing Grades suffered damages as a result of termination.
13.4 If you do not access your Profile by ‘logging on’ to your Profile using your username name and password for any consecutive period of 12 months, then after those 365 days (the ‘Grace Period’) your Profile will be deemed ‘Inactive’.
Article 14. Applicable law and competent court
14.1 These Terms and Conditions and the use of the Platform are governed by and construed in accordance with the laws of The Netherlands.
14.2 All controversies, disputes or claims arising out of or relating to these Terms and Conditions and the use of the Platform shall be exclusively and finally settled by a competent civil court in the District of Amsterdam, The Netherlands, unless another competent court has been prescribed by mandatory (international) law.
Article 15. Miscellaneous
15.1 If any provision of these Terms and Conditions shall be held to be (partly) illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, so that the Terms and Conditions shall otherwise remain in full force, effect and enforceability. Passing Grades will replace the invalid part with clauses which will be valid, and of which the legal consequences – considering the conditions and purpose of these Terms and Conditions – correspond as much as possible with those of the invalid part.
15.2 Passing Grades is entitled to assign any rights and obligations that result from these Terms and Conditions to third parties, in which case it will notify you. In the event that you cannot agree with the assignment, your only remedy is to cease the use of the Platform and delete your Profile.