Last revised: Sep 02, 2020
This SKILLFUL.LY Terms and Conditions of Use (“Terms”) is a legal agreement between you and SKILLFUL.LY ("SKILLFUL.LY," "we," "us,” "our") related to your use of any of SKILLFUL.LY Service, including associated features and functionalities, websites and user interfaces, as well as all content and software associated with our services (collectively, “Service”), or accessing any content or material that is uploaded, downloaded, transferred or otherwise made available when you interact with us (collectively, “Content”). By signing up or otherwise using the Service, you acknowledge that you have read, fully understand, agree to, and will be bound by these Terms. If you do not agree to be bound by these Terms, you will not be able to use the Service or access any Content.
In order to use the Service and access any Content, you need to (1) be 18 years or older, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) reside in the United States. You also promise that any registration information that you submit to SKILLFUL.LY is true, accurate, and complete, and you agree to keep it that way at all times.
Subject to these Terms, SKILLFUL.LY hereby grants you a limited, non-exclusive, and nontransferable license to download, install and use content from the Skilful.ly website (“Site”) for your personal and non-commercial use.
Your access to and use of such Site and Service are governed by our Privacy Policy
The Site and Service are based in the State of California in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Site and Service outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Site and Service from outside the United States, you are responsible for compliance with local laws.
SKILLFUL.LY may, at any time, change, update, modify, suspend or terminate any Service that may be accessed through the Site including, without limitation, to improve the Service or its functionality; add or remove access to the Service; improve ease of use; correct an error or bug; prevent or discontinue harmful or improper access to the Service; prevent or discontinue unauthorized use of the Service; comply with a platform provider or government request; or comply with a statute or judicial order.
You acknowledge and agree that the Service is provided under license, and not sold, to you. You do not acquire any ownership interest in the Site or Service under these Terms, or any other rights thereto other than to use the Service in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. SKILLFUL.LY and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Service and Site, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms. You further agree not to modify, adapt, translate, prepare derivative works from, transmit, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any portion of the Site or Service.
SKILLFUL.LY is not obligated to provide any support or maintenance services to you related to the Service or Site. Any complaints or support requests related to the Service or Site may be reported to us by reaching out to our staff at hello@skillful.ly
These Terms shall become effective upon your acceptance by user registration and shall remain in full force and effect thereafter until terminated as provided herein. You may terminate these Terms for convenience at any time by contacting hello@skillful.ly. SKILLFUL.LY may terminate these Terms for convenience at any time by terminating your access to the Service and authenticated portion of the Site. Notwithstanding the foregoing, with respect to any user, these Terms shall terminate without any further action needing to be taken by SKILLFUL.LY upon a material breach of the terms of these Terms by you. Upon the termination of these Terms for any reason whatsoever all licenses granted hereunder shall immediately terminate you shall immediately cease and desist from all access to and use of the Site and Service and shall immediately purge all Content from your Mobile Devices. The terms set forth in the following paragraphs of these Terms shall survive the termination of these Terms for any reason: "INTELLECTUAL PROPERTY"; "WARRANTY/DISCLAIMER OF WARRANTIES"; "LIMITATION OF LIABILITY"; "INDEMNIFICATION"; "MANDATORY ARBITRATION"; "CALIFORNIA LAW AND JURISDICTION"; "SEVERABILITY; WAIVER" and "ENTIRE AGREEMENT/THIRD PARTY BENEFICIARIES."
You agree to comply with all United States and all other applicable laws, rules, and regulations relating to your use of the Site and Service.
YOU UNDERSTAND AND AGREE THAT THE SKILLFUL.LY SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. SKILLFUL.LY AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER SKILLFUL.LY NOR ANY OWNER OF CONTENT WARRANTS THAT THE SKILLFUL.LY SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, SKILLFUL.LY MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY OTHER PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE SKILLFUL.LY SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND SKILLFUL.LY IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THE FOREGOING. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM SKILLFUL.LY SHALL CREATE ANY WARRANTY ON BEHALF OF SKILLFUL.LY. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
THIS SECTION DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SKILLFUL.LY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE AND THE SERVICE FOR: (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR (b) DIRECT DAMAGES IN AMOUNTS EXCEED ONE THOUSAND DOLLARS ($1,000) IN THE AGGREGATE.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SKILLFUL.LY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold harmless SKILLFUL.LY, its affiliates, providers, or its and their respective officers, directors, partners, shareholders, employees, contractors, agents, licensors, suppliers, service providers, advertisers, instructors, staff, successors or assigns ("SKILLFUL.LY Parties") from and against all and any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising from or relating to your use or misuse of the Site, Service, your breach of these Terms, Privacy Policy, or your noncompliance with applicable law.
You agree and understand that this Section is deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act, satisfies the "writing" requirement of that act, applies to your use of the Mobile App, and governs all claims, disputes, or controversies between you and SKILLFUL.LY and each and all SKILLFUL.LY Parties, including but not limited to tort and contract claims, claims based upon any federal, state, or local statute, law, order, ordinance, or regulation, and claims over the applicability of this arbitration provision (collectively "Claims"). This Section can only be changed or terminated upon mutual agreement.
You understand and agree that all Claims shall be resolved by final and binding arbitration using the American Arbitration Association's ("AAA") Commercial Arbitration Rules ("AAA Rules") in effect on the date of initiation of the arbitration, except as to those AAA Rules that conflict with or differ from these Terms, by one or more arbitrators appointed in accordance with said rules at a location within San Francisco County, California. Any controversy concerning whether a dispute is arbitral shall be determined by the arbitrator(s) and not by the court. In arbitration, as with a court, the arbitrator must honor the terms of these Terms and may award the prevailing party damages and other relief (including attorneys' fees).
However, WITH ARBITRATION: (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.
Each party to the arbitration will have the right, at its own expense, to be represented by an attorney or other advocate of its own choosing. You and we will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules; but, if applicable arbitration rules or laws require SKILLFUL.LY to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then SKILLFUL.LY will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitrator's decision must consist of a written statement stating the disposition of each claim of the dispute and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.
NO CLASS ACTION MATTERS. You agree that disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party, such as class claims or private attorney general representative actions, with the exception of representative claims solely for injunctive relief brought under California unfair competition law. If any provision of this arbitration provision is deemed unlawful, void or unenforceable, that provision shall be severable from the remainder of this paragraph, which shall remain fully enforceable. AGREEMENT TO THESE TERMS CONSTITUTES AN AGREEMENT TO PURSUE YOUR CLAIM FOR ALLEGED DAMAGES ONLY ON AN INDIVIDUAL BASIS AND A WAIVER OF THE ABILITY TO PURSUE YOUR CLAIM IN A CLASS ACTION.
All disputes arising out of or related to the use of SKILLFUL.LY Service or the Content, as permitted following the mandatory arbitration described above, shall be brought in the state or federal courts located in the Northern District of California, and you hereby irrevocably consent to the exclusive jurisdiction and venue thereof. These Terms will be construed in accordance with the laws of the State of California without regard to its conflict of law principles.
If, for any reason, a tribunal or court of competent jurisdiction finds any provision or portion of these Terms to be unenforceable, the remainder of these Terms will continue in full force and effect. Any waiver of any provision of these Terms will be effective only if in writing and signed by or on behalf of SKILLFUL.LY.
These Terms constitutes the entire and only agreement between the parties in relation to its subject matter and replaces and extinguishes all prior or simultaneous agreements, undertakings, arrangements, understandings or statements of any nature made by the parties or any of them whether oral or written (and, if written, whether or not in draft form) with respect to such subject matter. Each of the parties acknowledge that they are not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter of these Terms, save those expressly set out in these Terms, and that they shall have no rights or remedies with respect to such subject matter otherwise than under these Terms save to the extent that they arise out of the fraud or fraudulent misrepresentation of another party. No variation of these Terms shall be effective unless it is in writing and signed by or on behalf of SKILLFUL.LY.
