TERMS OF SERVICE

SKILLEDLEARNER.COM

TERMS OF SERVICE

TERMS OF SERVICE

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OVERVIEW

This document outlines the terms and conditions for using the SkilledLearner platform. It applies to both our Course & Content Creators (“Creators”) and our end users (“Students”) as a group (“You” or “Users”). SkilledLearner is committed to transparency, which includes providing understandable Terms of Service written in plain language. Please read this document carefully because it represents our agreement with You regarding Your use of our platform.

Our Terms of Use (“Terms” or “Agreement”) also includes our Privacy Policy, Cookies Policy and any other documents referred to by those agreements, and they, as a whole, govern any and all of the access to the SkilledLearner platform, whether You are a visitor, guest, Creator, Student, etc.

SkilledLearner’s Platform can be found at https://skilledlearner.net and also includes all of the subdomains, mobile applications, any other media, location, application, etc. owned, managed, operated, etc. by SkilledLearner. When referring to the infrastructure in this Agreement, we will be collectively referring to them as the “Platform”.

SECTION 1 – INTRODUCTION

Welcome to skilledlearner.net Platform!. (“SkilledLearner”) provides an open online content creation platform designed to allow Creators to build, design, publish, and sell courses and services (“Content”) to their Students. SkilledLearner offers this Content creation platform along with a number of additional services and tools (e.g. access gateway, author and escrow protection) and the entire selection of tools and services offered via the Platform will be referred to in this Agreement as “SkilledLearner Services”.

By using our Platform in any manner You are expressly agreeing to, and give Your consent to be governed by, these Terms. If You do not agree with these Terms or You do not wish to be bound by these Terms, You must not use or access SkilledLearner’s Platform in any manner.

SkilledLearner is neither a content provider nor an educational institution. Creators and Students are not employees of SkilledLearner. Our Platform is not responsible for interactions between Creators and Students, with the exception of providing the technological means through which Creators may broadcast and otherwise make their Content available and, at each Creator’s election, for processing payments through SkilledLearner’s access gateway(s). SkilledLearner is not liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of the Creator/Student relationship, including but not limited to, any Student’s reliance upon any information provided by a Creator or Creator Content at any time.

As stated in our Privacy Policy, SkilledLearner only provides Creators with limited information about the Students enrolled in their Content, including name, email address, IP address, and the Content in which the Student has enrolled. This information is only available to the Creator upon the purchase or enrollment of a Student in the Creator’s Content. SkilledLearner does not provide, sell, rent, release, disclose, or otherwise transfer Student data to Creators for monetary or other valuable consideration.

Students assume full responsibility for the disclosure and use of any other personal information the Student chooses to disclose to any Creator on the Platform.

SECTION 2 – AGE OF ACCESS

You must be at least 18 years old to use the Platform, or, if You are between the ages of 13 and 18, You must have your parent or guardian’s permission to use the Platform. By using our Platform, You are telling us by your actions that You have obtained that permission (You are ‘representing’ and ‘warranting’ that You have obtained the appropriate permissions to use our Platform). IF YOU ARE UNDER THE AGE OF 13 YOU MAY NOT USE OUR PLATFORM IN ANY MANNER NOR MAY YOU REGISTER FOR AN ACCOUNT.

SECTION 3 – LICENSE TO CREATORS & STUDENTS

SkilledLearner grants You a limited, non-exclusive license to access and use SkilledLearner’s Platform for Your own personal and commercial purposes. This license is only for Your use and may not be assigned or sublicensed to anyone else, without SkilledLearner’s express written consent. Except as expressly permitted by SkilledLearner in writing, You will not try to reproduce SkilledLearner’s Platform (legally that’s known as engaging in activity that would reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Platform). You also agree that in exchange for this license You will not engage in any activity that would interfere with or damage or harm the Platform. All rights not expressly granted by SkilledLearner are reserved.

SECTION 4 – CODE OF CONDUCT

We have to set up some ground rules. Honestly, most of what we cover here should go without saying. However, it’s better to be upfront about things, rather than just assume everyone knows how they are expected to conduct themselves on our Platform.

No Illegal Activity:This is about as simple as it gets. Do not use the SkilledLearner Platform for any illegal activity. Period. You are not allowed to use our Platform to engage in any kind of conduct that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries)

No Fraud: Yes, this is probably covered in the No Illegal Activity section above, but we want to make this very clear. Fraud will not be tolerated in any capacity.

No Bad Code: Do not use the SkilledLearner Platform to transmit, distribute, send, or otherwise expose the Platform or its Users to viruses, worms, or any other code that may be deemed dangerous, harmful, or destructive in any manner.

No Spamming: No one likes spam. We don’t like spam. We’re pretty sure that You don’t like your inbox cluttered with spam. You may not use the SkilledLearner Platform to engage in any activities that will result in sending spam to anyone on the SkilledLearner Platform, including SkilledLearner (and its employees), Creators, and Students.

Be Civil:We mean this. We’re an open platform allowing myriad subject matters to be taught. Not all Content is for everyone. But the one thing we can all agree on is that when we use the SkilledLearner Platform we are going to be civil and respectful at all times.

No Exploitation: You will not use the SkilledLearner Platform to try to gather personal information on anyone outside of the limited permissible uses for offering or accessing Content.

No Impersonation:Imitation is the sincerest form of flattery, but not when it comes to representing that You are a part of SkilledLearner. You will not impersonate anyone on the SkilledLearner Platform, including SkilledLearner (and its employees), Creators, and Students.

No Data Mining or Bots:You may not use any data mining, robots, or similar data gathering or extraction methods.

No Use Other Than Intended:You may not use the Platform or any Content contained on the Platform for any purposes other than intended.

No Prohibited Content:You may not use the Platform if Your Content contains material that is libelous, slanderous, pornographic, obscene, unlawful, threatening, hateful, violent, predatory, defamatory, or otherwise objectionable, all of which shall be determined in Our sole discretion.

If You violate this Code of Conduct, we reserve the right to remove You and any of Your Content from the SkilledLearner Platform. Whether conduct violates our Code of Conduct will be determined in SkilledLearner’s sole discretion.

SECTION 5 – TERMS APPLICABLE TO CREATORS

  1. Coaching

SkilledLearner may provide the opportunity for Creators to sell coaching offerings (“Coaching”) to Students in addition to the courses that the Creator sells on the Platform (together Coaching and courses are referred to as Content). All Coaching offerings shall be covered by this Agreement and are included in the definition of Content. Should the Coaching involve any third party content, You agree that SkilledLearner is not responsible in any way for such content, and makes no representations or guarantees as to its merchantability or fitness of use. The delivery of the Coaching is the sole responsibility of the Creator.

  1. Intellectual Property and Data Processing

In operating our Platform, it’s important for us to make it clear who owns what and who’s responsible for what. You are trusting us with Your content and consistent with SkilledLearner’s genuine belief in transparency we want to make it simple for You to know exactly what You are getting into when You join the SkilledLearner community.

2.1) SkilledLearner Content: Content that SkilledLearner uploads to the Platform, SkilledLearner intellectual property and proprietary information, including all information, software, technology, data, logos, marks, designs, text, graphics, pictures, audio and video files, other data or copyrightable materials or content, and their selection and arrangement, is referred to herein as “SkilledLearner Content”, and is and remains the sole property of SkilledLearner. SkilledLearner Content, including our trademarks, may not be modified by You in any way.

2.2) Your Content:Content that You upload to the Platform is and remains Your content. SkilledLearner does not claim any intellectual property rights over the materials You upload to the SkilledLearner Platform by virtue of Your use of SkilledLearner Services. By uploading Your content to the SkilledLearner Platform, You agree that:

  1. a) SkilledLearner may review Your content for any reason, including compliance with our Code of Conduct and prohibited content requirements, but SkilledLearner has no obligation to review anything that You upload.
  2. b) You are uploading Your content to the SkilledLearner Platform at Your direction and SkilledLearner does not in any way certify or provide approval or permission prior to You uploading Your content.
  3. c) SkilledLearner may display Your content to other users (e.g. Your Students) via the SkilledLearner Platform.
  4. d) You agree that by uploading Your content to Our Platform, You are allowing Us to store Your Content.
  5. e) You agree to provide SkilledLearner with all necessary licenses, including a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use (e.g, to display or transmit) Your Content in furtherance of the SkilledLearner Services (In other words, because You own Your Content, You have to give Us permission to display it, or to use it for internal operational purposes, like storing it on Our servers).
  6. f) You are responsible for and own, or have the rights to use, all of Your Content.

3) Content Free of Infringement of Any Third Party Rights

  1. a) You agree that Your Content does not infringe upon anyone else’s intellectual property rights and that You have secured or obtained or received all necessary rights and permissions, as necessary, from any third parties who may own the content.
  2. b) In plain language, this means that if You’re using someone else’s work (including videos, text, charts, powerpoints, etc.) in Your Content, You’ve gotten the content owner’s permission to use it. You wouldn’t want anyone selling any of Your Content without Your permission. If You are going to use something that You didn’t create, make sure You can demonstrate that You have the right to use it before You make it a part of Your Content.

4) Processing of Personal Information by Creators

  1. a) Creators are responsible for protecting all personal information they provide to, or receive from, SkilledLearner in connection with the use of SkilledLearner Services. SkilledLearner’s Data Processing Agreement (“DPA”) forms part of this Agreement and sets out SkilledLearner’s and Creator’s obligations with respect to the processing of personal information. Creators agree to abide by the DPA when and to the extent Data Protection Laws apply to a Creator’s use of SkilledLearner Services to process Student Data or Creator Data (as these terms are defined in the DPA).
  2. b) Creators are considered controllers or “owners” of the personal information they collect from and about Students. In addition to agreeing to the terms of the DPA, Creators are also responsible for providing an appropriate privacy notice to their Students, respecting their Students’ privacy rights in accordance with applicable law, and providing access to or deleting Students’ personal information if they request and as required by applicable law.

SkilledLearner’s General Rights In Operating Its Platform

SkilledLearner Reserves the Following Rights Over the Entire SkilledLearner Platform:

SkilledLearner may modify, terminate, or refuse to provide SkilledLearner Services at any time for any reason, without notice.

SkilledLearner may remove anyone from the SkilledLearner Platform at any time for any reason, solely in SkilledLearner’s discretion. This right is not modified by any other section of this Agreement.

  1. SkilledLearner reserves the right to access Your account, School, and Content in order to respond to requests for technical support, to maintain the safety and security of the SkilledLearner Platform, and for other legitimate business purposes, as necessary, in SkilledLearner’s discretion.4. SkilledLearner may, but has no obligation to, monitor any content that appears on the SkilledLearner Platform or review any conduct occurring through the Platform, including any interactions between Creators and Students and SkilledLearner employees.
  2. SkilledLearner reserves the right to modify, suspend, or alter its refund policy, at its sole discretion.
  3. If You close Your account or terminate Your school, SkilledLearner may keep a copy of Your content after termination. You grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for compliance with any relevant laws and regulations and for our internal business purposes, subject to applicable law.
  4. SkilledLearner reserves the right to remove You and Your Content without warning if You violate any of the provisions of this Agreement.
  5. SkilledLearner has, in its sole discretion, an absolute right to modify, change, alter, suspend, or terminate any provision of this Agreement without warning at any time.

SkilledLearner’s Copyright, DMCA, Trademark, and Takedown Policy

SkilledLearner takes a firm stance against anyone who is infringing upon anyone else’s intellectual property. This Platform is all about You transforming Your knowledge into Content. We draw a hard line when the SkilledLearner Platform is used to exploit someone else’s intellectual property.

Copyright Violations and the DMCA

If SkilledLearner has a good faith belief that any content (including Creator Content) appearing on its Platform violates any copyrights or has been illegally copyrighted, SkilledLearner reserves the right to remove, block, or otherwise ‘take down’ the content. SkilledLearner also reserves the right to remove from the Platform any Creators, Students, or other parties, who are repeat offenders of the SkilledLearner repeat offender policy.

1) Reporting Copyright Infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”):

  1. a) SkilledLearner provides an online form for submitting copyright infringement notices under the DMCA. If you believe that content on the SkilledLearner Platform is infringing on your copyrights, please complete SkilledLearner’s copyright infringement notice form to forward your notice to SkilledLearner’s designated agent for review. (For trademark infringement claims, refer to Section V(B) below).
  2. b) If your submission contains all of the information required by the form and complies with the DMCA, SkilledLearner will expeditiously remove or disable access to the content alleged to be infringing.
  3. c) Please note that when SkilledLearner removes content in response to a DMCA notice, SkilledLearner will attempt to contact the party who posted the content You report as infringing and provide information about the notice and removal, including information about how to submit a counter notice. SkilledLearner may also send a copy of any notices received to the affected party.

2) DMCA Counter Notice Procedure

  1. a) If Your content is removed due to the receipt of a DMCA notice and you believe that your content was wrongly removed, you may send SkilledLearner what is known as a Counter Notice.
  2. b) Your Counter Notice must contain:

1) A physical or electronic signature

(2) Identification of what was removed and the location where the material appeared before it was removed

(3) A statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification

(4) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district of New York and that you will accept service of process from the person who provided notification

  1. c) Your Counter Notice must be sent to SkilledLearner’s designated agent at support@skilledlearner.net.
  2. d) Please note that a copy of any Counter Notice received will be sent to the party who reported the content as infringing.

3) Repeat Infringement Policy

  1. a) As we stated above, SkilledLearner really doesn’t look favorably on anyone who is using someone else’s intellectual property without permission. Should SkilledLearner receive two or more DMCA complaints regarding any Creator, SkilledLearner may simply remove that Creator from the SkilledLearner Platform without further warning. Note: as we state in our SkilledLearner Rights section, we still reserve the right to remove any school at any time for any reason. This Repeat Infringement section does not change that right in any way.
  2. b) Trademark Violations

SkilledLearner reserves the right to remove access to content that it knows, or has reason to know, violates the rights of trademark owners. Please note that SkilledLearner will send a copy of any trademark infringement claim received to the user who posted the content you report as infringing.

4) Reporting Trademark Infringement

  1. a) SkilledLearner provides trademark owners an online form for submitting information to enable SkilledLearner to evaluate trademark infringement claims. If you believe that a user of the SkilledLearner Platform is infringing your registered trademark, please complete SkilledLearner’s trademark complaint form to forward your claim to SkilledLearner’s team for review. (For copyright infringement claims, refer to Section V(A) above).
  2. b) If your submission contains all of the information required by the form and demonstrates that a user of the SkilledLearner Platform is infringing your registered trademark by using your trademark in connection with the goods or services covered by your registration, SkilledLearner will take appropriate action, which may include removing access to the infringing content and/or terminating the user.
  3. c) Do note SkilledLearner is not a court of law and there may be times that we cannot take action based on the information that you submit in our online form. In such cases, we may refuse to take action, and if warranted, you may resubmit the online form with additional information and materials requested by the form that were not previously submitted.

5) Counter Notice Procedure

  1. a) If Your content is removed due to the receipt of a Trademark notice, you may send SkilledLearner a counter notice if you believe that your content was wrongly removed.
  2. b) If SkilledLearner receives a counter notice that denies the infringement claim and asserts that it has a good faith basis for doing so, SkilledLearner may choose not to remove the allegedly infringing content but will put you in contact with the user so that you and the user can address the matter directly.
  3. c) Third Party Communications

By using SkilledLearner’s Platform, You may receive communications from third parties (e.g. a Creator may communicate with a Student). SkilledLearner is not responsible for these communications and shall not have any liability in connection with them. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any such third-party communications. SkilledLearner assumes no responsibility for verifying, and makes no representations or warranties regarding the identity or trustworthiness of the source or content of any such third-party communications.

SECTION 6 – THIRD PARTY OFFERINGS

Through the SkilledLearner Platform, You will have the ability to access content, links to websites, and services provided by Creators, Students, and other third parties (“Third Party Offerings”). Your use of any Third Party Offerings provided on this Platform or a third party website is at Your own risk. SkilledLearner does not monitor or have any control over, and makes no claim or representation regarding Third Party Offerings and accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third Party Offerings. You should review applicable terms and policies, including privacy and data gathering practices, of any third party, and should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third party.

SECTION 7 – Acceptance of Refund Policy

By making a purchase on our platform, you are expressly acknowledging and agreeing to our Refund Policy. Any purchases made are subject to the terms outlined in the Refund Policy, and by proceeding with a transaction, you confirm that you have read, understood, and accepted these terms.

Any attempt to dispute or bypass the rules stated in our Refund Policy will be considered a direct violation of our Terms and Conditions. This includes, but is not limited to, submitting false claims, failing to meet the refund criteria, or disregarding the timelines specified for requesting refunds. In such cases, we reserve the right to deny any refund request and take necessary actions, which may include restricting access to future purchases.

For more details, refer to our Refund Policy.

 

SECTION 8 – CREATORS

-Chargebacks

Creators may be charged a fee for any chargeback on credit card, debit card, or PayPal transaction that is processed through the SkilledLearner Native Gateways. This fee SkilledLearner Knowledge Base. Fees are subject to change.

-Taxes

Please note that this section does not apply to US sales tax. For US sales tax, please refer to the article on Sales Tax and SkilledLearner.

When it comes to responsibilities for collecting, reporting and remitting taxes to respective tax authorities, a distinction should be made between:

(1) any fees paid by the Creators to SkilledLearner, and

(2) the Content sold by Creators to Students through the SkilledLearner platform.

-Fees owed by Creators

Where applicable, SkilledLearner will collect from the Creator tax that may arise in connection with fees owed by Creators to SkilledLearner.

Creators who believe that they should not be charged tax in connection to such fees must provide SkilledLearner with a valid tax/identification number, a valid tax ID/tax certificate or other documentary proof issued by an appropriate taxing authority confirming that SkilledLearner should not charge tax to the Creator in accordance with the applicable tax laws. Please note that in SkilledLearner (these situations are commonly referred to as ‘reverse charge’).

Content sold by Creators to Students

General Conditions EU and Non EU (Except U.S.)

Creator and Student expressly acknowledge that an agreement is formed directly between Creator and Student with regard to the Content sold by the Creator to the Student. SkilledLearner is not a party to that agreement nor sets any of the terms for the Content sold by the Creator to the Student.

The Creator is the supplier of the Content, SkilledLearner is not responsible for interactions between Creators and Students and only provides technical means through which Creators may make their Content available to Students.

As the Creator sells the Content directly to the Student under its agreement with the Student, the Creatorwill be solely and fully responsible to collect, report and remit the correct amount of tax (if any) to tax authorities for charges to the Students for Content. SkilledLearner recommends Creators to consult a tax advisor to assist with determining the tax requirements relating to the sale of their Content.

Some countries provide for special tax laws making SkilledLearner instead of the Creator responsible for the tax obligations pertaining to Content sold by Creators while using the SkilledLearner Native Gateways(SkilledLearner Payments and Monthly Payment Gateway). In this regard, please note that the tax laws of the countries where Students reside generally dictate whether such a special tax law applies making SkilledLearner instead of the Creator responsible for tax.

Therefore, in the event a Creator sells content to Students in multiple countries, different tax obligations may apply for the Creator, depending on the countries where the individual Students reside.

Please note that where a Creator is using the Custom Payment Gateway(CPG), the Creator is always solely responsible for tax, regardless of the country of residence of the Student.

The Country-Specific Guidance contains an overview of jurisdictions where tax laws apply that shift the tax obligations for Content from the Creator to SkilledLearner in the SkilledLearner Native Gateways model due to a deemed (by way of legal fiction) resale of Content by SkilledLearner that applies for tax purposes only.

SkilledLearner determines the country where a Student resides for tax purposes on the basis of information the Student enters at checkout. Where needed, SkilledLearner makes such data available to the Creator to enable the Creator to determine the amount of tax on the sale of Content to a Student for which the Creator is responsible.

Invoicing for Content sold by Creators to Students

In the event SkilledLearner is responsible for tax, SkilledLearner will issue a valid tax invoice to the Students where required under the applicable tax laws. In a case that a tax invoice is not required, SkilledLearner issues a receipt.

Country-Specific Guidance

Please note that SkilledLearner is handling tax on the content sold to students only in specific situations, summarized below by country. In all other situations, the creator is solely responsible for tax on the content and should consult with their tax advisor.

European Union Value Added Tax (EU VAT)

For Content sold to Students residing in the EU, SkilledLearner is responsible for collecting, reporting and remitting VAT to EU tax authorities if:

(i) the Creator sells the Content while using the SkilledLearner Native Gateways; and

(ii) the Content is an ‘Electronically Supplied Service’ (ESS).

Content is an ESS unless the Creator has expressly confirmed, by disabling the EU VAT feature on the SkilledLearner platform, that the Content requires live interaction between Creator and Student.

For more information on EU VAT and the respective responsibilities of Creators and SkilledLearner, please refer to Section 1 of the Terms of Use – Annex.

AUSTRALIA, CANADA, CHILE, KENYA, MOLDOVA, NEW ZEALAND, RUSSIA, SAUDI ARABIA, and TAIWAN

For Content sold by Creators to Students residing in Australia, Canada, Chile, Kenya, Moldova, New Zealand, Russia, Saudi Arabia, and Taiwan, SkilledLearner is responsible for collecting, reporting and remitting tax to tax authorities if:

  • the Creator is not established in or residing in the country of the Student, and
  • the Creator sells the Content while using the SkilledLearner Native Gateways.

Students located in Australia, Canada, Chile, Kenya, Moldova, New Zealand, Saudi Arabia and Taiwan with a valid tax ID will not be charged tax at checkout.

MEXICO

For Content sold by Creators to Students residing in Mexico, SkilledLearner collects, reports and remits the full general VAT rate to tax authorities in Mexico unless:

  • a Mexico-resident Creator provides SkilledLearner with a valid 13-digit Mexican Tax ID number (“RFC”) for individuals. In this case, SkilledLearner remits 50% of the VAT amount to the tax authorities;
  • a Mexico-resident Creator provides SkilledLearner with a valid 12-digit Mexican Tax ID number (“RFC”) for business entities. In this case, SkilledLearner does not remit VAT to the tax authorities.

INDIA, SINGAPORE, AND MALAYSIA

For Content sold by Creators to Students residing in India, Singapore and Malaysia, SkilledLearner is responsible for collecting, reporting and remitting tax to tax authorities if:

(i) the Creator is not established in or residing in the country of the Student;

(ii) the Creator sells the Content while using the SkilledLearner Native Gateways; and

(iii) the Content is an ‘Electronically Supplied Service’ (ESS) or equivalent under the applicable tax laws.

Content is an ESS unless the Creator has expressly confirmed, by turning on the Comment Box functionality when creating its course on the SkilledLearner platform, that the Content requires live interaction between Creator and Student.

Please note that in cases where Content is NOT ESS, SkilledLearner will NEVER be responsible for tax for Content sold by Creators. This means that the Creators will in those cases be responsible for tax on the Content. We also refer to the General Conditions.

Students located in India and Singapore with a valid tax ID will not be charged tax at checkout.

For further guidance, please refer to the following Knowledge Base Article.

For information around requesting refunds and exemptions, please refer to Section 2 of the Terms of Use – Annex.

SECTION 9 – LIMITATIONS OF LIABILITY

In running the Platform, we require that You understand and agree that SkilledLearner is not liable for a number of things, including Your breach of this Agreement and losses that may result from Your use of the Platform. We also require that You understand and agree that the Platform is offered As Is and may not always be 100% perfect or reliable and that SkilledLearner doesn’t warrant or guarantee that it will always be free of errors or defects. Any claims for damages against SkilledLearner will be limited to a portion of the fees You have paid us.

Our limitations of liability are as follows:

  1. You agree that SkilledLearner, including its employees, officers, directors, and agents, shall not be liable for any kind of loss, injury, claim, or damages resulting from Your use of the SkilledLearner Platform.
  2. You agree that SkilledLearner shall not be liable for any injuries, losses, claims, or damages that result from Your use or engagement with third party content, downloads, or communications.
  3. SkilledLearner is not liable for any losses or damage caused by any viruses, distributed denial of service attacks, and any and all other malicious computer code. Malicious computer code means computer code or other mechanisms of any kind designed to disrupt, disable or harm in any manner the operation of any software or hardware or other business processes or to misuse, gain unauthorized access to or misappropriate any business or personal information, including worms, bombs, backdoors, clocks, timers, or other disabling device code, or designs or routines that cause software or information to be erased, inoperable, or otherwise incapable of being used, either automatically or with passage of time or upon command.
  4. SkilledLearner does not guarantee that any files available for downloading from the Platform will be completely free from viruses or other harmful computer code.
  5. The SkilledLearner Platform is provided to You on an “As Is, As Available” basis. As such, You agree to have an external method of recovering any lost data that may be uploaded to the SkilledLearner Platform.
  6. SkilledLearner disclaims any warranties to the Platform and the content contained therein, including warranties for merchantability, fitness for a particular purpose, non-infringement, or title.
  7. SkilledLearner shall not be liable for any special, direct, indirect, incidental, punitive, or consequential damages, resulting from the use of or inability to use the Platform.
  8. You agree that SkilledLearner shall not be liable for any losses, injuries, claims, or damages from Your violation or breach of this Agreement. You agree to indemnify, defend, and hold harmless SkilledLearner, its present and future officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Platform from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement by You or arising from or related to Your use or misuse of the Platform (including, without limitation, use in contravention of this Agreement, other SkilledLearner policies, and copyright and other intellectual property law)
  9. You are solely responsible for ensuring that Your use of the Platform complies with applicable law and does not violate the rights of any third party, including, without limitation, intellectual property rights. You assume all liability for any claims, suits or grievances filed against You, including, but not limited to, all damages related to Your use of the Platform.
  10. You may not assign Your rights under this Agreement without SkilledLearner’s prior written consent.
  11. Should SkilledLearner’s limitation of liability not be applicable, SkilledLearner’s sole obligation to You, or any third party, for damages shall not exceed the amounts paid by You to SkilledLearner over the prior twelve (12) months directly preceding Your claim, unless otherwise required by law.
  12. You agree that SkilledLearner shall not be liable for any content that appears on the Platform.
  13. Except as set forth herein, nothing express or implied in this Agreement is intended or implied to confer, and nothing herein shall confer, any rights, remedies, liabilities, or obligations whatsoever upon any person or entity.
  14. You agree that any cause of action or claim that You may have against SkilledLearner must be brought against us within one (1) year after the cause of action or claim arises. Should You not commence such cause of action or claim within this time period, it shall be barred.

SECTION 10 – REMEDIES FOR VIOLATIONS

SkilledLearner reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including but not limited to removing Creators and Students from the Platform, the right to block access to the Platform from a particular IP address or other user identifier, or to refer the violation to the appropriate law enforcement authorities.

SECTION 11 – COMMUNICATIONS

SkilledLearner may notify You of relevant information regarding the Platform and SkilledLearner Services in any of the following ways: (a) by emailing You at the contact information You provide in Your account registration, (b) by posting a notice in dashboard areas of the Platform, and (c) by posting the notice elsewhere on the Platform in an area suitable to the notice. It is Your responsibility to periodically review the Platform for such notices. Subject to the Privacy Policy, if You send to SkilledLearner or post on the Platform in any public area any testimonials, techniques, suggestions, workflows, or know-how (“User Submissions”), for any purpose, including the developing, manufacturing, and/or marketing or products or services incorporating such information, You acknowledge that SkilledLearner can use such User Submissions without acknowledgement or compensation to You, and You waive any claim of ownership or compensation or other rights You may have in relation to your User Submissions. We actively review User Submissions for new ideas. If You wish to preserve any interest You might have in your User Submissions, You should not post them to the Platform or send them to us.

SECTION 12 – GOVERNING LAW AND JURISDICTION; DISPUTES AND ARBITRATION

This Agreement shall be governed in accordance with the laws of the State of New York without regard to its conflicts of laws principles. Any action arising out of or relating to this Agreement shall be filed only in the state or federal courts located in the County of New York in the State of New York. You consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action.

Any dispute, controversy, proceeding, or claim arising out of or in connection with or relating to this Agreement, shall be resolved by binding confidential arbitration by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein.

  1. The arbitration will be conducted in New York County, New York, unless You and SkilledLearner agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing SkilledLearner from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights.
  2. You and SkilledLearner agree to waive the right to trial by jury. You further agree that any proceedings to resolve any disputes shall be done solely on an individual basis and that You will not seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which You act or propose to act in a representative capacity.
  3. You also agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of SkilledLearner and all parties to any such proceeding.

SECTION 13 – ENTIRE AGREEMENT; SEVERABILITY OF PROVISIONS; NO WAIVER

These Terms of Use incorporate by reference any notices contained on the Platform, including within the Privacy Policy, and constitute the entire agreement with respect to access to and use of anything offered by SkilledLearner, including the Platform, SkilledLearner Services, and any Content.

If any provision of this Agreement is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability.

  1. No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.

SECTION 14 – OFAC

You represent and warrant that You are not, nor are You owned or controlled directly or indirectly by, any person, group, entity or nation named on any list issued by the Department of the Treasury’s Office of Foreign Asset Control (“OFAC” ), or any similar list or by any law, order, rule or regulation or any Executive Order of the President of the United States, including Executive Order 13224, as a “Specially Designated National and Blocked Person”, terrorist, or other banned or blocked person (any such person, group, entity or nation being hereinafter referred to as a (“Prohibited Person”); (ii) You are not (nor are You owned or controlled, directly or indirectly, by any person, group, entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; (iii) You (and any person, group, or entity which You control, directly or indirectly) have not conducted nor will conduct business nor have engaged nor will engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, including, without limitation, the making or receiving of any contribution of funds, good or services to or for the benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation; (iv) You are not prohibited by any sanctions program as maintained by OFAC from transacting with SkilledLearner, including those sanctions programs currently in effect with respect to Cuba, Iran, North Korea, Syria, Venezuela, or Crimea. In connection with the foregoing, it is expressly understood and agreed that the representations and warranties contained in this subsection shall be continuing in nature.

SECTION 15 – CHANGES TO THE TERMS OF USE

SkilledLearner may review and update this Agreement at any time in our sole discretion and it is Your responsibility to stay informed of those changes. All changes are effective immediately when posted and apply to all uses of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms of Use means that You accept and agree to be bound by the changes. Please check this webpage periodically for updates.

SECTION 16 – TITLES/HEADINGS

The headings and titles of sections to this Agreement have been inserted for the convenience of reference for the parties and are for informational purposes only and shall not be deemed to be a part of the language of this Agreement. Neither You nor SkilledLearner shall rely on, or interpret substantively, the headings when construing the meaning of each section or the Agreement as a whole.

SECTION 17 – GENDER/PLURAL

Whenever such wording may appear in this Agreement, words in the singular shall mean and include the plural and vice versa and words in the feminine shall mean and include the masculine and vice versa.

SECTION 18 – CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at support@skilledlearner.net.