Skills System Membership Agreement
This Skills System Membership Agreement (also referred to here as “Membership Agreement” or “Agreement”) applies to your and any Group Member’s use of Products and Services. The use of the term “you” applies to both an individual and a Group Member (as defined herein) as the case may be. The term “Product” includes any Skills System branded materials and apps that we offer, as well as any related Products such as third-party apps and products that we make available to members. The term “Services” includes consulting or other in person services provided by Skills System from time to time.
The Membership Term. The Membership Term is the amount of time for which you have full rights to use the Products and Services. The Membership Term is generally one (1) year, but we may sometimes offer trial Memberships of shorter duration. The Membership Term begins at Product activation. At the end of the Membership Term some features and functionality of our Products and Services will no longer be available to you.
Accounts. You will be required to create an account and specify a password in order to use certain services or features on the Sites.
Individual Log In. For an Individual Account, to create an account log in, you must be at least 18 years old and you must provide truthful and accurate information about yourself. Don’t try to impersonate anyone else when you create or use your account. Each account is personal to one person and shall not be shared or used by any other person. If your information changes at any time, please update your account to reflect those changes.
Group Log In. For a Group Account, an account log in will be assigned to you by an administrator, such as your employer or educational institution (“Group Member”). If you are using or logging into an account assigned to you by an administrator, additional terms may apply to your use of the Sites. Moreover, your administrator may be able to access or disable your account without our involvement. We provide access to the Product and Services through online software accessed through a web browser or through a downloadable mobile application, if available. To facilitate such access, we will provide one or more Seat Licenses per calendar year based on Group Member request, together with any user passwords and other access credentials necessary to allow Group Member to access the Products or Services. “Seat Licenses” shall mean the limited number of user licenses (each individually a “Seat License”) that a Group Member is authorized by Skills System to distribute, which number may vary from time to time.
Subject to availability, Group Member may obtain additional Seat Licenses during a calendar year by requesting such licenses from Skills Systems and paying an additional fee per license, in effect at the time, pro-rated as appropriate.
You may not share your account with anyone else. Please keep your password confidential, and try not to use it on other websites. If you believe that your account has been compromised at any time, please notify your system administrator.
Payments and Subscriptions. All payments are payable only in U.S. dollars, and your account will be debited when you provide your payment information, unless stated otherwise at the time of purchase. You must pay via a method acceptable to us, which may include a valid credit or debit card, funds transferred via electronic debit from a checking or savings account, or another payment option offered at the time of purchase. If your payment or registration information is not accurate, current, and complete, we may suspend or terminate all licenses and refuse any further use of Products and Services. In cases where you authorize repeat billing, we may participate in programs supported by your card provider (such as updater services, recurring billing programs, etc.) to try to update your payment information, and you agree that we may continue billing your account with the updated information that we obtain.
Additional payment terms may be provided to you at the time of purchase.
Refunds. Provided you have not initiated any use of the Products or Services, you have the right to terminate the Products and Services hereunder only if you send an email to [ ] by 5:00 PM (Eastern Time Zone, USA) within seven (7) days after the date you have registered as evidenced by our records. If you terminate in accordance with the foregoing sentence, you shall benefited to a full refund, which will be either credited to the credit card you used in registration or sent to in the mail using the address provided by you, at our discretion. Failure to so notify us as set forth herein or if you have used in any away any Products or Services even if prior to the expiration of such seven (7) days, you shall not be entitled to any refund for any amounts paid to us for the Products and Services. For example, if you register on June 1, you will have to notify us in accordance with this Membership Agreement on or before 5:00 PM (Eastern Time Zone) on June 7.
Your Right to Use Products and Services. Your Membership gives you the right to use Products and Services in accordance with this Membership Agreement. The exact combination of Products and Services that you may use will depend upon which Membership plan and platform you choose. Some plans or platforms may offer different functionality than other plans or platforms.
You acknowledge that the Products and Services are licensed and not sold. So long as you comply with the terms of this Membership Agreement and any other applicable terms and conditions, you are granted a personal, limited, nonexclusive, nontransferable, revocable license to use the Products and Services during the Membership Term for one authorized person in the case of an Individual Account or the number of for a Seat License in the case of a Group Member.
When you use the Products or Services you agree to:
- Provide true, accurate, current, and complete information about yourself as prompted by the registration form. You must maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse access to the Products or Services.
- Create, manage, and keep your Skills System log-in Credentials (username and password) secure. You must follow any password security guidelines that we establish. You agree that you are solely responsible for keeping your Skills System Credentials safe and secure, and preventing unauthorized access to your Credentials and your Skills System account. It is assumed that any communications received through use of your Skills System Credentials were sent or authorized by you. If your Credentials are compromised for any reason, you must change your password. In addition, you must notify us if you become aware of any unauthorized access to your account. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR THE SECURITY OF YOUR CREDENTIALS.
- Create, manage, and keep your third-party log-in Credentials (username and password) secure. In the case of Third-Party Products and Services as defined below, you must comply with all Credentials requirements set by such third parties, and any password you use with such third parties should be different from your Skills System password. You agree that you are solely responsible for keeping your third-party Credentials safe and secure, and preventing unauthorized access to your account. We cannot assist you with Credentials support for Third-Party Products and Services; you must contact the relevant third parties directly. We and our Suppliers may deny access to the Products or Services (or any part thereof) if we believe that any loss, theft, or unauthorized use of Credentials has occurred. YOU AGREE THAT OUR SUPPLIERS ARE NOT RESPONSIBLE FOR THE SECURITY OF YOUR THIRD-PARTY CREDENTIALS.
- Keep backup copies of all of your Content. “Content” means (a) any data or information that you enter or store in connection with a Product, (b) any data or information that you upload to, download from, send or receive, or enter in connection with a Service, or (c) any data or information that is obtained from these things (such as calculations, reports, and files that you create using our software). In some cases we or our Suppliers may provide data storage or processing capabilities. NEVERTHELESS, YOU AGREE THAT NEITHER WE NOR OUR SUPPLIERS ARE RESPONSIBLE FOR ANY LOSS OF CONTENT THAT COULD HAVE BEEN AVOIDED IF YOU HAD MAINTAINED FULL BACKUP COPIES OF ALL CONTENT AT ALL TIMES.
- Prevent unauthorized access to your account(s). You must contact us immediately if you become aware that a third party has accessed any account that you maintain using a Product or Service. NEITHER WE NOR OUR SUPPLIERS ARE RESPONSIBLE FOR UNAUTHORIZED ACCESS THAT OCCURS AS A RESULT OF FAILURE TO SAFEGUARD YOUR CREDENTIALS OR FOLLOW ANY OTHER REQUIREMENTS IN THIS AGREEMENT.
- Allow us or our Suppliers to store and process your Content. In order to provide full Product and Service functionality, we must have access to the Content that you store or process using a Product or Service. You grant us, our Suppliers, and each of our affiliates permission to collect, send, receive, process, store, alter, and create new information based on your Content, Credentials, and other information. You further grant us and our Suppliers permission to use information about you and your experience to provide the Products and Services, or to enhance the Products and Services. In addition, you agree that we, or our Suppliers (when working on our behalf), or the Third-Party Products and Services as defined below, may (but are not obligated to) monitor your Content and record your transactions and actions while using our Products and Services. You agree that we may disclose any information that we obtain in this manner if necessary to satisfy our legal obligations, to protect us, or to prevent harm or fraud against customers or third parties. We or our Suppliers may, in our sole discretion, refuse to process, remove, or refuse to allow any Content that we think is illegal, inappropriate, or in violation of this Skills System Membership Agreement or other applicable terms. You hereby waive any of your moral rights in any of your Content, Credentials, and other information in favor of us, our Suppliers and each of our affiliates.
- Accept updates, and permit the Products and Services to communicate with us and our Suppliers. The Products and Services may be periodically updated or changed for a variety of reasons (including security). Many of these updates will be invisible to you, but some may require some action on your part. Updates may add, remove, or alter Product and Service functionality or features, support for third-party platforms, or operating systems. You agree to receive these updates and take any actions that are required to continue to use the Products and Services.
Things You May Not Do. You agree that you will not do any of the following:
- Use, nor permit any third party to use, the Product or Services in a manner that violates any law, regulation, this Skills System Membership Agreement, or any other applicable terms and conditions. You will not remove or modify any copyright or proprietary notices.
- Give, sell, loan, or distribute the Products or Services to any third party, or attempt to transfer your license to any other party. You will not attempt or help anybody else to gain unauthorized access to the Products and Services or related systems.
- Reproduce, duplicate, modify, copy, deconstruct, disassemble, decompile, reverse engineer, or prepare derivative works based on the Products or Services. You may not develop software or apps to interface with the Products and Services without contacting us first.
- Permit any third party to benefit from the use or functionality of the Products or Services via a rental, lease, timesharing, service bureau, hosting service, or other arrangement, or offer them on any file-sharing or application hosting service.
You Are Responsible for Your Content. Neither we nor our Suppliers assume any responsibility or liability for any aspect of your Content. You agree that you will not upload, process, share, or link to any of the following:
- Content that is illegal, fraudulent, inappropriate, or objectionable, or that creates criminal or civil liability under any law.
- A virus, Trojan horse, worm, or other disruptive or harmful software or data. You are responsible for periodically checking your Content and other data (including any Content or data that have been uploaded, downloaded, sent to, or received from Third-Party Products and Services) for such items.
- Any information, software, or Content which is not legally yours without permission from the copyright owner or intellectual property rights owner.
We retain the right to block any content or other information or data that we may deem in our sole discretion to be harmful or not meeting the standards of behavior.
Intellectual Property. You acknowledges that Products and Services are a valuable, proprietary, and unique asset and that Skills System licenses or has exclusive ownership of the Products and Services and each of its parts. Skills System owns any and all modifications, translations, or derivatives of its Products and Services made by you or any third party, even if unauthorized, as well as all intellectual property rights associated with the Products and Services, including, but not limited to, all copyrights, trademarks, trade secrets, and computer programming directly associated with Products and Services and any direct derivatives of Products and Services.
Skills System Has Certain Rights, Including the Right to Make Changes. The Products and Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the limited license described in this Agreement. We and our Suppliers reserve all other rights not specifically granted to you. This includes all ownership and license rights relating to a Product or Service.
We reserve the right to change this Agreement at any time, and the changes will be effective when posted on our website or when we notify you by other means. Your continued use of a Product or Service following notice indicates your agreement to the changes.
We May Communicate with You. You agree that we may use information obtained in connection with the Products and Services to communicate with you. If you provide a mobile number, we may communicate by voice or text messages to that number, and you are responsible for all charges incurred. You grant us and our Suppliers permission to use information about you and your experience to help us to provide the Products and Services, or to enhance the Products and Services.
There may be times that we contact you to promote other services, products, or promotions offered by us or a Supplier. All such communications will comply with the Skills System Privacy Statement and with applicable law. You will be given a chance to opt out of promotional communications from us.
Even if you opt out of promotional communications you will still receive required information about your account (such as transaction or account status information), communication you explicitly or implicitly opted to receive in the course of using the Product or Service (such as data based notifications or alerts sent via email or mobile devices), or other non-promotional communications delivered via email or in the Products (such as notifications of critical updates or usage reminders or help content).
In some cases, we are required by law to send you certain communications. You agree that we may use any method that we consider reasonable to send you these communications. If legally permitted, we may send such communications by email, via Product- or Service-wide message, or by posting on our website.
Feedback and Your Communications to Us. You may be able to contact us to provide feedback, suggestions, ideas, or opinions (collectively “Feedback”). You agree that if you submit Feedback or other ideas of any type, Skills System may use them in any way, without compensating you, including in future modifications of Products and Services, in other Products or Services, in advertising or marketing materials, or in any other way we choose. You grant us a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use these items in any way and without prior approval, and you hereby waive all of your moral rights in your Feedback in favor of us, our Suppliers, and our affiliates.
The Counselors and Counselor Services. The Site may be used to connect you with a Counselor who will provide services to you through the Platform (“Counselor Services”). We require every Counselor providing Counselor Services on the Site to be an accredited, trained, and experienced licensed psychologist (PhD / PsyD), licensed therapist (LT), licensed clinical social worker (LCSW), licensed professional counselor (LPC), or similar applicable recognized professional certification based on their state and/or jurisdiction. Counselors must have a relevant academic degree in their field, at least  years of experience, at least  hours of hands-on experience, and have to be qualified and certified by their respective professional board after successfully completing the necessary education, exams, training and practice requirements as applicable.
The Counselors are independent providers who are neither our employees nor agents nor representatives. The Site’s role is limited to enabling the Counselor Services while the Counselor Services themselves are the responsibility of the Counselor who provides them. If you feel the Counselor Services provided by the Counselor do not fit your needs or expectations, you may change to a different Counselor who provides services through the Site.
While we hope the Counselor Services are beneficial to you, you understand, agree and acknowledge that they may not be the appropriate solution for everyone’s needs and that they may not be appropriate for every particular situation and/or may not be a complete substitute for a face-to-face examination and/or care in every particular situation.
IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING HARMING YOURSELF OR OTHERS OR IF YOU FEEL THAT ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL THE EMERGENCY SERVICE NUMBER (911 IN THE US) AND NOTIFY THE RELEVANT AUTHORITIES. SEEK IMMEDIATE IN PERSON ASSISTANCE. THE PLATFORM IS NOT DESIGNED FOR USE IN ANY OF THE AFOREMENTIONED CASES AND CANNOT PROVIDE THE ASSISTANCE REQUIRED IN ANY OF THE AFOREMENTIONED CASES.
THE PLATFORM IS NOT INTENDED FOR THE PROVISION OF CLINICAL DIAGNOSIS AND YOU SHOULD NOT USE IT IF YOU NEED ANY OFFICIAL DOCUMENTATION OR APPROVALS FOR PURPOSES SUCH AS, BUT NOT LIMITED TO, COURT-ORDERED COUNSELING OR EMOTIONAL SERVICE DOG CERTIFICATION. IT IS ALSO NOT INTENDED FOR ANY INFORMATION REGARDING WHICH DRUGS OR MEDICAL TREATMENT MAY BE APPROPRIATE FOR YOU, AND YOU SHOULD DISREGARD ANY SUCH ADVICE IF DELIVERED THROUGH THE PLATFORM.
DO NOT DISREGARD, AVOID, OR DELAY IN OBTAINING IN-PERSON CARE FROM YOUR DOCTOR OR OTHER QUALIFIED PROFESSIONAL BECAUSE OF INFORMATION OR ADVICE YOU RECEIVED THROUGH THE PLATFORM.
Third-Party Products and Services. Some Products and Services have functionality that is provided by third parties (including our Suppliers in some cases). In some cases Products and Services are provided by third parties entirely. All of these things are called Third-Party Products or Third-Party Services, or Third-Party Products and Services collectively. Third-Party Products and Services may include things like (a) online payments services, (b) billing functionality, (c) data storage and management and (d) third-party forms and publications. Other Third-Party Products and Services may be added in the future.
The following provisions apply to your use of Third-Party Products and Services:
- You must accept and comply with any applicable terms and conditions. You may be required to accept different or additional terms and conditions from our Suppliers and third-party providers, even where the Products or Services are delivered to you via the interface with our Products. These different terms and conditions may include privacy, use of data or Content, storage limits, or payment (all such terms collectively the “Third-Party Terms”). You agree to comply with all Third-Party Terms and any requirements imposed by third-party providers (including our Suppliers). Third-Party Terms may be updated without notice from time to time, and you agree to check periodically to be sure you have reviewed (and are in compliance with) any updates.
- You may be required to create additional Credentials, and you give us permission to store, use, and share them if necessary to provide Services that you select. You agree to create additional Credentials if required to use Third-Party Products and Services, and to manage them according to our requirements and the Third-Party Terms. You must contact the Supplier or third-party provider if there are any issues; this is something we do not control. If you access Third-Party Products or Services from within our Products or Services, then you grant us permission to store your Credentials for the Third-Party Products and Services, and you expressly appoint us as your attorney-in-fact and agent with limited power of attorney and with all necessary rights to use your Credentials on your behalf and to collect, send, receive, retrieve, process, store, and create new Content and other information from these Products and Services. You agree to let us interact with Third-Party Products and Services for you.
- We may add or remove Third-Party Products and Services in our discretion. You are generally not required to accept Third-Party Products and Service, but you may only choose from available offerings. These offerings may change from time to time as we identify new Third-Party Products and Services that we think you may like, or as we determine that older ones are no longer useful.
- The data contained in Third-Party Products and Services may not always be up to date. In some cases, this data is updated nightly, in other cases only upon request, and in some cases only on a monthly basis, or even less frequently. The latest data may not always be reflected in the Products and Services. You agree that in cases of important data, or where you require the most up-to-date information (such as financial transactions other important decisions), you will go to the provider of the information directly. If you note a discrepancy between data viewed via our Products and Services, the Third-Party Products and Services, or the source of the data, please check with the source. We do not monitor and have no obligation to monitor any of your Content or other data that is stored or processed via any Third-Party Products and Services.
- You are responsible for your relationship with third parties, including any Suppliers. If you decide to use or access any Third-Party Products and Services, you acknowledge and agree that: (a) you are responsible for your relationship with the Third-Party Products and Service provider, (b) unless we notify you otherwise, you are solely responsible for payment of any applicable charges or fees, and (c) you will not use the Third-Party Products and Services in a manner that infringes or violates the rights of us or any other third party, or for any criminal, fraudulent, or other unlawful activity. Except for Third-Party Products and Services that we offer to you directly as part of our Products and Services, we are not affiliated with and do not control any Third-Party Products and Services. In no case do we endorse any Third-Party Products and Services. If you choose to send your Content or other data from within our Products and Services to the providers of Third-Party Products and Services, such data may be transferred to another country where privacy and security controls are less strict. We do not assure the safety or security of any such Content or other data.
- To the maximum allowable extent, we are not responsible for Third-Party Products and Services. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE OR OUR SUPPLIERS ACCESS AND RETRIEVE YOUR ACCOUNT INFORMATION AND CONTENT FROM PROVIDERS OF THIRD-PARTY PRODUCTS AND SERVICES, WE ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF THE PROVIDER. NEITHER WE NOR OUR SUPPLIERS REVIEW, AND WE ARE NOT RESPONSIBLE FOR, THE ACCURACY OF ANY DATA YOU RECEIVE FROM THE PROVIDERS. YOU UNDERSTAND AND AGREE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY OF THE THIRD-PARTY PRODUCTS AND SERVICES, OR ANY DATA CONTAINED OR PROCESSED THEREIN. YOU AGREE THAT ANY AND ALL LIABILITY ARISING OUT OF YOUR USE OF THE THIRD-PARTY PRODUCTS AND SERVICES (IF ANY) IS SOLELY BETWEEN YOU AND THE PROVIDERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE OR OUR SUPPLIERS OR ANY OF OUR LICENSORS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY FEES, DAMAGES, CLAIMS, LOSSES, COSTS, EXPENSES, OR LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO THE THIRD-PARTY PRODUCTS AND SERVICES. IN NO CASE WILL YOU SEEK TO HOLD US OR OUR SUPPLIERS OR ANY OF OUR LICENSORS RESPONSIBLE IN ANY MANNER FOR THE ACTS OR OMISSIONS OF SUCH PROVIDERS, EVEN IF NEGLIGENT OR INTENTIONALLY WRONGFUL.
Skills System Data Access. When your Membership ends data will no longer be available to you unless we otherwise specify. These may include, without limitation, features such as download, data sync, mobile sync, quotes, and any other Products and Services that require online access or are provided by a third party (including our Suppliers).
NOTE: THE DATA ACCESS GUARANTEE DOES NOT INCLUDE ANY DATA BACKUP OR STORAGE FEATURES. ALL DATA WILL RESIDE ON YOUR DEVICE. ANY DATA THAT YOU FAIL TO MANUALLY BACK UP MAY BE LOST AND UNRECOVERABLE. YOU ASSUME FULL RESPONSIBILITY FOR MAINTAINING BACKUP COPIES OF ALL SUCH DATA FOLLOWING TERMINATION OF YOUR MEMBERSHIP.
Discontinuation Policy and Termination of Support. You agree that there may be times when we discontinue a Product or Service, in whole or in part. Access and use of Products and Services and you will be notified in such event. To the maximum extent permitted under applicable law, we and our Suppliers reserve the right to discontinue all support for Products and Services, any of their discrete features, or any other features, at any time and for any reason.
DISCLAIMER. YOUR USE OF THE PRODUCTS AND SERVICES IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE PRODUCTS AND SERVICES (INCLUDING ANY PRODUCTS AND SERVICES PROVIDED BY A THIRD PARTY) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, AND EACH OF OUR THIRD-PARTY PROVIDERS, SUBCONTRACTORS, LICENSORS, DISTRIBUTORS, OR SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY THAT THE PRODUCTS OR SERVICES ARE FIT FOR A PARTICULAR PURPOSE; ALL WARRANTIES OF TITLE, MERCHANTABILITY, DATA LOSS, OR NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS; AND ANY GUARANTEE OF THE ACCURACY, RELIABILITY, QUALITY, OR CONTENT IN OR LINKED TO THE PRODUCTS OR SERVICES. WE, OUR AFFILIATES, AND OUR SUPPLIERS DO NOT WARRANT THE COMPREHENSIVENESS, COMPLETENESS, CORRECTNESS, LEGALITY, OR ACCURACY OF THE PRODUCTS AND SERVICES, OR THAT THE PRODUCTS OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT, OR DESTRUCTION OF YOUR COMPUTER SYSTEM OR OTHER DEVICE, OR LOSS OF DATA, RESULTING FROM YOUR USE OF THE PRODUCTS OR SERVICES OR THIRD PARTY PRODUCTS AND SERVICES. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 30 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE PRODUCTS OR SERVICES, WHICHEVER IS SOONER.
WE, OUR AFFILIATES, AND EACH OF OUR SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE PRODUCTS OR SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THESE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMIT OF LIABILITY AND INDEMNIFICATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF US, OUR AFFILIATES, AND EACH OF OUR SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE ANY PRODUCT OR SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, WE, OUR AFFILIATES, AND EACH OF OUR SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, OR SPYWARE; (C) LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT; OR (D) USE OF THE PRODUCTS AND SERVICES WITH SOFTWARE OR HARDWARE THAT DOES NOT MEET OUR REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF WE AND OUR AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF US, OUR AFFILIATES, AND EACH OF OUR SUPPLIERS, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PRODUCTS AND SERVICES.
You agree to indemnify, defend, and hold us and our affiliates and each of our Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Products or Services or breach of this Agreement (collectively referred to as “Claims”). In addition, you agree to indemnify, defend, and hold us and our affiliates harmless from any and all Claims arising out of your use of Third-Party Products and Services. We reserve the right, in our sole discretion and at our own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by us or our Suppliers in the defense of any Claims.
Governing Law; Dispute Resolution. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE PRODUCTS OR SERVICES OR ANY PART OF THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION; THE ARBITRATOR SHALL APPLY MASSACHUSETTS LAW TO ALL OTHER MATTERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ANY PARTY TO THE ARBITRATION MAY AT ANY TIME SEEK INJUNCTIONS OR OTHER FORMS OF EQUITABLE RELIEF FROM ANY COURT OF COMPETENT JURISDICTION. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AND WE AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Skills System Inc., at P.O. Box 323, Westport, MA 02790 Attention: Claims. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA's rules, which are available at https://www.adr.org/ or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules. We and you will not seek its attorneys' fees or other costs in arbitration unless the arbitrator determines that the claims or defenses of a party are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, if any claim is less than $10,000. If you do not choose or if such claim is greater than $10,000, then all arbitration will be held in Boston Massachusetts. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This section shall survive expiration, termination or rescission of this Skills System Membership Agreement.
Termination. You agree that we may immediately, in our sole discretion and without notice, terminate this Agreement or your use of the Products and Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications, or for any other reason. The following provisions of this Agreement shall survive and remain in effect even if the Agreement is terminated, cancelled or rescinded: grant of rights in your feedback and communications, limit of liability and indemnification, governing law and dispute resolution, export control, all provisions pertaining to your credentials and your content, all general provisions, and any other provisions which by their nature are intended to survive.
General Provisions. This Agreement, including external documents referenced herein (including the Website Terms and Skills System Privacy Statement), is the entire agreement between you and us and replaces all prior understandings, communications, and statements regarding its subject matter. If any part of this Agreement is found to be invalid the remainder will be enforced to the maximum possible extent. The United Nations Convention on Contracts for the International Sale of Goods does not apply. You cannot assign or transfer this Agreement without our written approval, but we may assign or transfer it without your consent to: (a) an affiliate, (b) another company through a sale of assets or ownership shares, or (c) a successor by merger, acquisition, or divestiture.
Export Control. You acknowledge that the Skills System Inc. software (including any mobile or companion apps and the underlying software) is subject to restrictions and controls imposed by the U.S. export control regulations administered by the U.S. Department of Commerce (15 C.F.R. Chapter VII). You agree that you will comply with all applicable laws and regulations. You will not export or re-export the software, or any portion thereof, directly or indirectly, in violation of the applicable U.S. export administration laws and regulations to any country or end user who you know or have reason to know will utilize them in the design, development, or production of nuclear, chemical, or biological weapons. You further agree that the software may include technical data subject to such U.S. export regulations.
© 2019 Skills System Inc. All rights reserved. “Skills System” is a trademark of Skills System Inc., used under license.