Terms of service.
Effective: May 9, 2022
Skilling It, Inc., a Delaware corporation (“Skilling It,” “we,” “us,” and/or “our”) owns and operates (a) our website located at www.skillingit.com (the “Site”), and (b) the Skilling It mobile software application (the “Skilling It App”) which enables end users to take life skills courses (the “Courses”). When we refer to the “Services” through these Terms of Service (hereinafter, these “Terms”), we mean the Site, the Skilling It App, the Courses, and any related support and/or services we provide to you in connection with your use of the foregoing.
IMPORTANT -- PLEASE READ THESE TERMS CAREFULLY. THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS BETWEEN YOU AND SKILLING IT GOVERNING YOUR USE OF OUR SERVICES. BY USING OR ACCESSING THE SERVICES IN ANY MANNER, INCLUDING, BUT NOT LIMITED TO, VISITING OR BROWSING THE SITE AND/OR DOWNLOADING THE SKILLING IT APP, YOU EXPRESSLY (1) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS, INCLUDING, WITHOUT LIMITATION, ANY ADDITIONAL TERMS, POLICIES OR AGREEMENTS SPECIFIED AND/OR REFERENCES BELOW OR OTHERWISE INCORPORATED INTO THESE TERMS; (2) AFFIRM, REPRESENT AND WARRANT THAT YOU MEET THE ELIGIBILITY REQUIREMENTS SET FORTH IN SECTION 1 OF THESE TERMS AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THESE TERMS, AND (3) THAT YOU ARE ENTERING INTO THESE TERMS WITH SKILLING IT, INC, A DELAWARE CORPORATION.
NOTICE OF AGREEMENT TO ARBITRATE: THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE WHICH WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AS SET FORTH IN, AND SUBJECT TO, SECTION 14.
NOTICE OF WARRANTY & LIABILITY DISCLAIMERS: PLEASE BE ADVISED THAT SKILLING IT DOES NOT PROVIDE ANY WARRANTIES TO YOU AND THESE TERMS LIMIT OUR LIABILITY TO YOU. PLEASE SEE SECTION 10 FOR FURTHER INFORMATION.
YOU MAY NOT ACCESS OR USE THE SERVICES (OR ANY PART THEREOF) IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT MEET THE ELIGIBILITY REQUIREMENTS SET FORTH IN SECTION 1 BELOW.
ELIGIBILITY. You may generally visit and browse the Site if you are at least 13 years of age. In order to create an account to access and/or use the Courses through the Skilling It App, you must be at least 18 years old or the age of majority in your jurisdiction.
If you are under the age of 18 or the age of majority in your jurisdiction and at least 13 years of age (a “minor”), you are permitted to access the Courses and use the Skilling It App; solely on the condition that: (1) you have the appropriate permission from, and are under the direct supervision of, your parent or legal guardian who is 18 years old or the age of majority in your jurisdiction, and (2) your parent or legal guardian has read and agrees to these Terms on your behalf.
If you are the parent or legal guardian of a minor, by granting such minor permission to use the Services, you agree and understand that you are responsible for monitoring and supervising such minor’s usage and you represent and warranty that you are directly supervising the minor’s use of the Services.
If you believe a minor is using the Services and does not have appropriate permission and/or is not under the direct supervision of their parent or legal guardian, please contact us immediately so that we can disable access to the Services.
ADDITIONAL TERMS & POLICIES
Generally. When using particular services or materials through or in connection with the Services, you will be subject to any posted rules applicable to such services or materials that may contain terms and conditions or other operating rules, policies and procedures in addition to those in these Terms, including without limitation, our Privacy Notice, Content Standards and Community Guidelines, and Infringement Policy (collectively, the “Additional Terms”). All such Additional Terms, including, without limitation, the Additional Terms listed below in this Section 2, are hereby incorporated into and made a part of these Terms by reference. In the event the provisions of any Additional Terms conflict with these Terms, the Additional Terms shall control solely with respect to the subject matter covered by such Additional Terms.
Privacy Policy. If you provide us any personal information in connection with your access and/or use of the Services, Skilling It will process such personal information as described in these Terms and our Privacy Notice. By using the Services, you acknowledge and agree that Skilling It can collect, use, and process your information in accordance with these Terms and as set forth in the Privacy Notice.
Content Standards and Community Guidelines. By using the Services, you agree to comply with our Content Standards and Community Guidelines.
Infringement Policy. If you believe that any Courses and/or other content and/or materials made available through the Services violates your copyright and/or trademark rights, please see Skilling It’s Infringement Policy for instructions on sending us a notice of copyright and/or trademark infringement.
MODIFICATIONS TO THESE TERMS. Skilling It reserves the right to update or modify these Terms and/or any Additional Terms, at any time. Except as stated below with respect to material changes, all updates and modifications to these Terms and/or Additional Terms will be effective from the day they are posted online at www.skillingit.com/terms. If we make any material changes to these Terms and/or any Additional Terms, we will provide reasonable prior notice of these changes by posting a prominent notice of any such changes on the Site and/or through the user-interface of the Skilling It App, and if we have an email address on file for you, sending a notification to your email address. Material changes to these Terms and/or Additional Terms (as applicable) will become effective on the date set forth in the notice. It is your responsibility to regularly visit and review these Terms and the Additional Terms for updates, changes and modification. If you do not agree to any updates or modifications to these Terms and/or the Additional Terms (as applicable), simply do not use or access the Services, and, if applicable, terminate your user account.
If you continue to access or use the Services (or any part thereof) after the applicable effective date of the revised Terms and/or Additional Terms (as applicable), that will constitute your acceptance of the revised Terms and/or Additional Terms.ACCOUNTS; ELECTRONIC COMMUNICATIONS; USER CONTENT
Accounts & Account Security. To access and use certain features of the Services you may need to create and register an account. In registering an account, you agree to provide and maintain up to date information that is true, accurate, current, up to date, and complete. You agree that you will not (a) create an account using a false identity or information, and (b) create an account or use the Services if you have been previously removed or banned by us from use of the Site, or any part thereof. Skilling It reserves the right to limit the number of accounts that can be created from any one computer or mobile device and the number of computer or mobile devices that can access an individual account. You understand and agree that you are solely responsible for maintaining the confidentiality of and protecting your password to your account. You are solely responsible for any activity originating from your account, regardless of whether such activity is authorized by you. You agree to notify us immediately of any unauthorized use of your account.
Electronic Communications. By using the Services, you consent to receiving electronic communications from Skilling It, including, but not limited to, communications sent via email, and/or notifications posted on our Site and/or via the user-interface of the Skilling It App. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to your use of the Services. These electronic communications are part of your relationship with Skilling It and you receive them as part of your use of the Services. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
User Content. Subject to the licenses you grant us in these Terms, as between Skilling It and you, you will retain ownership of any messages, photos, video, audio, images, data and information (which may include personally identifiable information), text and/or any other content or materials that you post, submit, transmit, and/or upload, or otherwise provide us, in connection with the use of the Services (collectively, “User Content”). Please be advised that, any User Content you post or submit to or otherwise provide in connection with the use of any public chats, forums, blogs, message boards, or other communication tools through the Services will be considered non-confidential and non-proprietary. By using the Services and providing User Content, you grant to Skilling It a non-exclusive, royalty-free, fully-paid, worldwide license to use such User Content as reasonably necessary for Skilling It to provide you the Services hereunder. Skilling It will only use User Content as provided in these Terms, the Privacy Notice, or as may be required by law. Notwithstanding the foregoing, you acknowledge and agree that Skilling It may use and fully exploit any aggregated non-personally identifiable data and/or information collected or obtained from your use of the Services for any purpose.
Responsibility for User Content. You acknowledge and agree that you, and not Skilling It, are solely responsible for any User Content submitted, transmitted and/or contributed by you, including the legality, reliability, accuracy and appropriateness of such User Content. By providing User Content, you represent and warrant that: (a) you own or control all rights in and to User Content, and have the necessary rights to grant the licenses granted to Skilling It herein; (b) you have obtained all permissions and/or approvals as may be necessary or required to transmit User Content, including, but not limited to, any personally identifiable information therein, in connection with the use of the Services; and (c) your User Content does and will comply with these Terms, including, without limitation, the Content Standards and Community Guidelines.
ACCESS AND USE OF THE SITE AND SERVICES
Skilling It Proprietary Rights. Subject to your rights in and to your User Content, as between you and Skilling It, Skilling It and its licensors retain all right, title and interest in and to the Site, the Skilling It App, the Courses, the Services, and any and all content, messages, data, text, graphics, images, photos, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services, or any part thereof (all of the foregoing, collectively, the “Site Content”), and any and all modifications, enhancements and updates to any of the foregoing. All trademarks of Skilling It are strictly owned by Skilling It, and nothing in these Terms will be construed to transfer ownership rights or grant any permission, license or other rights to any trademark of Skilling It without written authorization from Skilling It. The trademarks, service marks, logos, and/or names of individuals, companies and/or products mentioned through the Services or within any Site Content may be the trademarks of their respective owners. Skilling It reserves all rights and licenses not expressly granted to you in these Terms and no implied license is granted by Skilling It. The Services (and its underlying technology) and Site Content, are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries.
Limited Right to Access to the Services. Subject to your compliance with these Terms, Skilling It hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited (a) right to access and use the Site, over the internet, and view the Site Content, made available through the Site, and (b) license to install and use the Skilling It App on mobile devices and/or tablets owned and/or controlled by you, solely to access and view the Courses, and, in each case, on a non-commercial basis, and otherwise in accordance with these Terms.
Prohibited Use. By using the Services, you agree that you will not, and will not permit any other person to:
Modify, adapt, translate or create derivative works based on the Services and/or Site Content (or any part thereof);
Reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Site and/or Skilling It App, except as expressly permitted by applicable law;
Distribute, license, sublicense, assign, transfer or otherwise make available to any third party the Services and/or Site Content (or any part thereof);
Remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Skilling It or its suppliers on or within the Services and/or Site Content (or any part thereof);
Store, transmit or upload any material and/or content through or in connection with your use of the Services (or any part thereof) that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, infringing, libelous, tortious, or otherwise objectionable in Skilling It’s reasonable opinion;
Use the Services (or any part thereof) to store or transmit malicious code or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
use the Services and/or Site Content (or any part thereof) to hack, spam, or phish Skilling It or any other users;
Interfere with or disrupt the integrity or performance of the Services (or any part thereof) or any system, network or data, or take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Skilling It’s technology infrastructure or otherwise make excessive traffic demands of the Services (or any part thereof);
Attempt to gain unauthorized access to the Services (or any part thereof) and/or any Site Content or its related systems or networks, including, without limitation, bypassing any “captcha” requirements or similar precautions;
Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Services;
Frame or utilize framing techniques to enclose the Services and/or Site Content, or any portion thereof;
Use any meta tags, "hidden text", robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Services, Site Content (except caching or as necessary to view the Site Content), or the personal information of others without our prior written permission or authorization;
Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;
Operate to defraud Skilling It, other users, or any other person or provide false, inaccurate or misleading information;
Access and/or use the Services (or any part thereof) and/or any Site Content for the purpose of developing competitive products or services;
Use the Services and/or Site Content (or any part thereof) other than in accordance with these Terms and/or any applicable Additional Terms; or
Use the Services and/or Site Content (or any part thereof) in violation of any applicable local, state, national or international law, including, without limitation, any and all applicable export laws.
Mobile Devices. You acknowledge and agree that in order to use the Skilling It App you must have a compatible mobile and/or tablet device. You are solely responsible for determining whether or not your mobile and/or tablet device is or is not compatible with the Skilling It App. Skilling It makes no representations or warranties whatsoever regarding the Skilling It App’s compatibility with any computer, mobile and/or tablet device. You further acknowledge and agree that you are solely responsible for any fees or charges incurred from your use of the Skilling It App through your mobile and/or tablet devices, including, without limitation, any mobile phone provider charges for SMS, text, or data usage or services.
Open Source Components. The Skilling It App may contain third party software, including, without limitation, open source software components (collectively, “Open Source Components”). Open Source Components are not licensed under these Terms, but are instead licensed under the terms of the applicable license agreement for such Open Source Components. Your use of Open Source Components is subject to the terms of each applicable license which are available to you on request from Skilling It. Notwithstanding any provision herein to the contrary, you are solely responsible for your compliance with such licenses. As used in these Terms, the term “Skilling It App” does not include Open Source Components.
Feedback. You acknowledge that any ideas, inventions, suggestions for improvement or discussions submitted by you regarding any aspect of the Services and/or Site Content, including, without limitation, the functioning, features, and other characteristics of the Site, Skilling It App and/or Courses (or any component thereof) and any reviews you post regarding the Services (all of the foregoing, collectively, “Feedback”) may be used by Skilling It without compensation or attribution to you, and you hereby grant Skilling It, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license under all your intellectual property rights in and to such Feedback, for Skilling It to use and exploit for any purpose.
Third Party Integrations. The Services may embed and/or integrate content into the Skilling It App that uses third party applications for distribution of such content, for example, we use the YouTube Player to distribute certain Courses (“Third Party Integrations”). Third Party Integrations are operated by the applicable third party providers of the Third Party Integrations, and those third party providers may collect, access, and use your personal information and/or data in connection with your use of the applicable Third Party Integrations in a manner differently than we do and we do not control their use of such information. SKILLING IT IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS AS TO, THE MANNER IN WHICH THIRD PARTY PROVIDERS HANDLE DATA AND INFORMATION THAT MAY BE COLLECTED IN CONNECTION WITH THE USE OF THIRD PARTY INTEGRATIONS. SKILLING IT IS NOT LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR RELIANCE ON THE PRIVACY PRACTICES OR OTHER POLICIES OF SUCH THIRD PARTY INTEGRATIONS. You are responsible for reviewing the privacy notices of such Third Party Integrations. A current list of Skilling It’s Third Party Integrations is available here.
Changes and Modifications. Skilling It reserves the right to either temporarily or permanently modify, suspend, remove, or discontinue the Services (in whole or in part), at any time, with or without notice. You agree that Skilling It will not be liable to you or to any third party for any modification, suspension, removal or discontinuance of the Services (or any part thereof).
FEES. Skilling It does not currently charge any fees for the access and/or use of the Services; however, we reserve the right, upon prior notice to you, to charge a fee for the Services (including, without limitation, charging fees to download the Skilling It App and/or use certain Courses).
INDEMNIFICATION. You agree to, and shall indemnify, defend and hold harmless Skilling It, its employees, contractors, service providers, vendors, and/or agents, from and against any and all claims, actions, demands, liabilities, losses, damages, expenses, and costs (including reasonable attorney fees) arising from (a) your breach of these Terms and/or any other Additional Terms, (b) your use or alleged misuse of any Services, (c) your violation of any license or other agreement applicable to any Third Party Integrations; and/or (d) your User Content. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, in which case, you agree to cooperate with us in the defense of the claim. Some jurisdictions limit consumer indemnities, so some portions or all of this indemnity provision may not apply to you.
TERMINATION. You may terminate at any time by terminating your user account (if applicable) and by permanently uninstalling and deleting the Skilling It App from your mobile and/or tablet devices and ceasing all use of the Services. At any time, Skilling It may (a) suspend or terminate your rights to access or use the Site (or any part thereof), or (b) terminate these Terms with respect to you and your access to the Services if Skilling It, in good faith, believes that you have used the Services and/or Site Content (or any part thereof) in violation of these Terms, including, any Additional Terms and any other incorporated guidelines, terms or rules. Upon termination of these Terms, your account and your right to use the Services and Site Content will automatically terminate. The provisions of Sections 4.2, 4.3, 4.4, 5.1, 5.3, 5.5, 5.6, 7, 10, 11, 14, 15 and 16, together with and any other rights and obligations which by their nature are reasonably intended to survive such termination, will survive any termination of these Terms.
THIRD PARTY LINKS AND WEBSITES. The Services may contain links to other third party websites which are not controlled or owned by Skilling It (“Linked Sites”). If you decide to access and use such Linked Sites, be advised that your use is governed solely by the terms and conditions of such Linked Sites. YOU ARE RESPONSIBLE FOR REVIEWING AND COMPLYING WITH THE APPLICABLE TERMS OF SERVICE AND PRIVACY NOTICES FOR SUCH LINKED SITES AND/OR THIRD PARTY SERVICES. SKILLING IT IS NOT LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR ACCESS OR USE OF ANY SUCH LINKED SITES, OR YOUR RELIANCE ON THE PRIVACY PRACTICES OR OTHER POLICIES OF SUCH THIRD PARTY SITES.
DISCLAIMERS OF WARRANTIES & LIMITATIONS ON OUR LIABILITY
Disclaimer of Warranties - Generally. THE SITE, SITE CONTENT, SKILLING IT APP, COURSES, THE SERVICES, AND/OR ANY OTHER MATERIALS PROVIDED BY SKILLING IT, ARE PROVIDED "AS IS" AND "AS AVAILABLE". SKILLING IT AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, NON-INFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
SKILLING IT AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE SITE (OR ANY PART THEREOF), SITE CONTENT, SKILLING IT APP. COURSES, THE SERVICES, OR ANY OTHER MATERIALS PROVIDED BY SKILLING IT WILL MEET YOUR REQUIREMENTS; (B) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE, OR ANY THIRD PARTY PRODUCTS OR SERVICES, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY INTEGRATIONS; (C) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (D) WILL BE ACCURATE OR RELIABLE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SKILLING IT, ANY THIRD PARTY, OR THROUGH THE SERVICES (OR ANY PART THEREOF) AND/OR SITE CONTENT, SHALL CREATE ANY WARRANTY.
Disclaimer – Third Party Integrations & Linked Sites. SKILLING IT DOES NOT ENDORSE, IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS AS TO ANY THIRD PARTY INTEGRATIONS, LINKED SITES AND/OR THIRD PARTY SERVICES, THEIR CONTENT OR THE MANNER IN WHICH THE PROVIDERS OF SUCH THIRD PARTY INTEGRATIONS, LINKED SITES AND/OR THIRD PARTY SERVICES HANDLE YOUR DATA. IN ADDITION, SKILLING IT IS NOT, AND WILL NOT BE, A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF ANY THIRD PARTY INTEGRATIONS, LINKED SITES AND/OR THIRD PARTY SERVICES. SKILLING IT IS NOT, AND SHALL NOT, LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR ACCESS OR USE OF ANY THIRD PARTY INTEGRATIONS, LINKED SITES, AND/OR THIRD PARTY SERVICES, OR YOUR RELIANCE ON THE PRIVACY PRACTICES OR OTHER POLICIES OF SUCH THIRD PARTY INTEGRATIONS, LINKED SITES AND/OR THIRD PARTY SITES.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SKILLING IT BE LIABLE OR OBLIGATED, WITH RESPECT TO THESE TERMS, AND ANY OTHER ADDITIONAL TERMS (INCLUDING THOSE REFERENCED HEREIN), THE SITE, SITE CONTENT, SKILLING IT APP, COURSES, THE SERVICES, AND ANY OTHER MATERIALS PROVIDED BY OR ON BEHALF OF SKILLING IT, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY AND EVEN IF SKILLING IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR OBLIGATION:
(A) IN THE AGGREGATE, FOR ANY AMOUNTS IN EXCESS OF ONE HUNDRED DOLLARS ($100.00); OR
(B) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, OR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES.
THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THESE TERMS OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SKILLING IT DISCLAIMS ALL LIABILITY OF ANY KIND OF SKILLING IT’S LICENSORS AND SUPPLIERS.
Application of Limitations and Disclaimers to Consumers. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the disclaimers, exclusions and limitations set forth in this Section 10 may not apply to you if you are a consumer. The limitations or exclusions of warranties and liability contained in these Terms do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in these Terms shall apply to you as a consumer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where you are located.
Basis of the Bargain. The warranty disclaimer and limitation of liability set forth above in this Section 10 are fundamental elements of the basis of the agreement between Skilling It and you. Skilling It would not be able to provide the Site, Site Content, Skilling It App, the Courses, and/or the Services on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Skilling It’s suppliers.
THIRD PARTY RIGHTS
Third Party Rights. You acknowledge and agree that certain distributors (such as app store providers) are intended beneficiaries of these Terms and have the right to enforce these Terms directly against you. Other than as set out in this Section 11, these Terms are not intended to grant rights to anyone except you and Skilling It, and in no event shall these Terms create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of these Terms are not subject to the consent of any other person.
iOS App. The following additional terms and conditions apply with respect to any Skilling It App provided or made available to you by Skilling It hereunder designed for use on an Apple iOS-powered mobile device (an “iOS App”): You acknowledge that these Terms are between you and Skilling It only, and not with Apple, Inc. (“Apple”). Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service. Skilling It, and not Apple, is solely responsible for the iOS App and related content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App. You agree that Skilling It, and not Apple, is responsible for addressing any claims by you relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (a) product liability claims; (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to Skilling It as the provider of the iOS App. You agree that Skilling It, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or your possession and use of the iOS App. You represent and warrant that you: (i) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with all applicable third-party terms of agreement when using the iOS App (e.g., you must not be in violation of its wireless data service terms of agreement when using the iOS App). The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as it relates to the license granted herein to you to use the iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to the license granted herein to you to use the iOS App as a third-party beneficiary thereof.
Android App. The following additional terms and conditions apply with respect to any Skilling It App provided or made available to you by Skilling It, designed for use on an Android-powered mobile device and/or tablet (an “Android App”): you acknowledge that these Terms are between you and Skilling It only, and not with Google, Inc. (“Google”). Your use of the Android App must comply with Google’s then-current Android Market Terms of Service. Google is only a provider of the Android Market where you have obtained the Android App. Skilling It, and not Google, is solely responsible for the Android App and the related content available thereon. Google has no obligation or liability to you with respect to the Android App or these Terms. You acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to the Android App.
NOTICE TO CALIFORNIA RESIDENTS - CALIFORNIA CIVIL CODE SECTION 1789.3. Pursuant to California Civil Code Section 1789.3, Skilling It provides users of the Site, Products and Services with the following notice: You may report complaints to the Consumer Information Division of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 800-952-5210.
AVAILABILITY OF THE SITE. The Services are operated by Skilling It from its offices in the United States of America. Information describing the Services is accessible worldwide but this does not mean the Services, or certain portions thereof, are available in your country. If you access and use the Services (or any part thereof) outside the United States of America, you do so at your own risk and are responsible for compliance with applicable local laws. Skilling It may restrict access to the Services, or portions thereof, in certain countries in its sole discretion. It is your responsibility to make sure your use of the Services is legal in your country of residence. The Services may not be available or accessible in all languages.
GOVERNING LAW AND DISPUTE RESOLUTION
Governing Law. These Terms shall be governed in all respects by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods in its entirety and the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA are expressly excluded from this Agreement.
Disputes. Except as otherwise set forth in these Terms, you agree that any dispute between you and Skilling It arising out of or relating to these Terms, the Site, Site Content, Skilling It App, the Courses, and/or the Services provided or made available by Skilling It hereunder (or any part thereof) (collectively, “Disputes”) shall be governed by the provisions set forth in this Section.
Agreement to Arbitrate. In the interest of resolving Disputes between you and Skilling It in the most expedient and cost-effective manner, and except as described in Section 14.7, you and Skilling It agree that every dispute arising in connection with these Terms will be resolved by binding individual (not class) arbitration (the “Agreement to Arbitrate”). Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This Agreement to Arbitrate includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. THIS AGREEMENT TO ARBITRATE MEANS YOU AND SKILLING IT WAIVE YOUR/ITS RESPECTIVE RIGHTS TO A JURY TRIAL. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of the Agreement to Arbitrate.
Notice of Arbitration; Instituting Proceedings. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice”). Skilling It’s address for Notice is: Skilling It, Inc., 125 Cremona Drive, Suite 240, Goleta CA 93117. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). You and Skilling It agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 60 days after the Notice is received by the other party, you or Skilling It may commence an arbitration proceeding, as set forth above. A party electing arbitration must initiate proceedings by filing an arbitration demand with the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.
Arbitration. Any arbitration between you and Skilling It will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) as modified by this Section 14.5. You and we agree that the following rules will apply to the proceedings: (a) the arbitration will be heard and determined by a single, neutral arbitrator mutually agreed on by you and Skilling It (provided, if you and Skilling It cannot agree within 30 days from commencement of the claim, the arbitrator will be selected in accordance with the AAA Rules); (b) the arbitration will take place at a location within the county you reside or another location mutually agreed on by the parties, but will be conducted solely by telephone, online, or based solely on written submissions (unless you and we agree otherwise); (c) the arbitration must not involve any witnesses (unless we and you agree otherwise); and (d) any judgment on the arbitrator’s rendered award may be entered in any court with competent jurisdiction. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
Arbitration Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. If you commence arbitration in accordance with these Terms and your claim in total is less than $10,000 USD, Skilling It will reimburse the filing fees paid by you, unless the arbitrator determines that your claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Likewise, Skilling It will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claim is frivolous.
Exceptions to Arbitration. If you have in any manner violated or threatened to violate any of Skilling It’s intellectual property rights, Skilling It may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of California, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and you hereby consent to the personal jurisdiction and exclusive venue in such courts. In addition, despite the Agreement to Arbitrate, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; or (c) seek injunctive relief in a court of law in aid of arbitration.
Opting-Out of Arbitration. If you do not wish to resolve Disputes by binding arbitration, you may opt out of the Agreement to Arbitrate within 30 days after the date that you agree to these Terms by sending a letter to Skilling It, Inc., Attention: Arbitration Opt-Out, 125 Cremona Drive, Suite 240, Goleta CA 93117, that specifies: your full legal name, the email address used to register an Account (if applicable), and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Skilling It receives your Opt-Out Notice, the Agreement to Arbitrate will be void and the parties agree that the exclusive jurisdiction and venue described in Section 14.10 will govern any action arising out of or related to these Terms. The remaining provisions of this Section 14 will not be affected by your Opt-Out Notice.
No Class Actions. YOU MAY ONLY RESOLVE DISPUTES WITH SKILLING IT ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS AREN'T ALLOWED UNDER THESE TERMS.
Enforceability; Venue. If the Agreement to Arbitrate is found not to apply to your or our claim, you and Skilling It agree that any judicial proceeding will be brought in the federal or state courts located in Los Angeles County, California, USA. Both you and Skilling It consent to venue and personal jurisdiction there.
Time Limitation to Bring Claims. Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Site, Site Content, Skilling It App, the Courses, and/or the Services provided or made available by Skilling It hereunder must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.
NOTICES TO SKILLING IT. You must send notices of any legal nature to us either by (1) email: info@skillingit.com, Subject Line: Legal Notice; or (2) certified U.S. Mail or by Federal Express (signature required) to Skilling It, Inc.: Skilling It Legal Notice, 125 Cremona Drive, Suite 240, Goleta CA 93117.
GENERAL
Neither the rights nor the obligations arising under these Terms are assignable by you, and any such attempted assignment or transfer shall be void and without effect. Skilling It may freely assign this Agreement and/or assign, transfer, or delegate any of its rights or obligations under this Agreement.
Any waiver of any provision of these Terms must be in writing and executed by both parties. The failure of either party to exercise any right provided for by these Terms shall not be deemed a waiver of that right.
If any term or provision of these Terms is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from these Terms and shall not affect the legality, enforceability or validity of the remainder of the provisions set forth in these Terms.
The parties acknowledge and agree that they are dealing with each other as independent contractors and nothing in these Terms and/or its performance shall be construed as creating a joint venture or agency between Skilling It and you.
These Terms, the Privacy Notice, Content Standards and Community Guidelines, Infringement Policy, any other Additional Terms and any other policies or terms and condition referenced herein, constitute the entire agreement between the parties regarding the subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described.
The headings of Sections of these Terms are for convenience and are not to be used in interpreting these Terms. As used in these Terms, the word “including” means “including but not limited to.” You agree that these Terms will not be construed against Skilling It by virtue of having drafted them. The official text of these Terms (and any notice submitted hereunder) will be in English. The parties acknowledge that they require that these Terms be drawn up in the English language only. Les parties reconnaissent qu’elles ont exigé que la présente convention soit rédigée en language anglaise seulement. In the event of any dispute concerning the construction or meaning of these Terms, reference will be made only to these Terms as written in English and not to any translation into another language.
QUESTIONS AND ADDITIONAL INFORMATION. Please feel free to contact us at info@skillingit.com if you have any questions about these Terms.