Terms of Service for Makers
Last Updated: Jan 1, 2019
- Section 24 of these Terms of Service contains an arbitration clause, class action waiver, and waiver of jury trial. By accepting these Terms of Service, you agree to be bound by such provisions. These Terms of Service also contain (i) a limitation of liability that may limit the amount of damages to which you are entitled; and (ii) indemnities with respect to Losses (as defined below) that SKILLIT may suffer in connection with your use of the Services (as defined below).
- When you sell a “skillit” (as defined below), you are entering into a contract directly with the learner (as defined below) who purchases the skillit.
- You are obligated to have appropriate insurance, to comply with all applicable laws, and to have all required permits and licences based on the nature of your skillit. See Section 11 of these Terms of Service for additional details.
1. ACCEPTANCE OF TERMS
The following Terms of Service (“TOS”) govern your access or use of the applications (collectively, the “App”), websites (including www.mySKILLIT.com) (collectively, the “Website”), and the content, information and services provided through the Website or the App or other software provided by Elangogo Inc. (d/b/a Skillit) or its subsidiaries (collectively, the “Services”; SKILLIT and its subsidiaries, collectively, “SKILLIT”, “we”, or “us”). We may update these TOS from time to time without notice to you. In addition, when using SKILLIT’s Services or offering a “skillit” (a skill offered by one party to another party through the Services), you will be subject to any guidelines or rules applicable to such Services that SKILLIT may post from time to time. All such guidelines or rules are deemed to be part of these TOS.
We refer to any person who offers a skillit through the Services (including you) in these TOS as a “maker” and any person who signs up to attend a skillit through the Services as a “learner”.
Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, these TOS for the purposes of the applicable Services. Supplemental terms shall prevail over these TOS in the event of a conflict with respect to the applicable Services.
If you are using our Services as a representative (a “Representative”) acting on behalf of a business, company, or other legal entity (in such event, for the purposes of these TOS, “you” and “your” will refer to apply to that business, company, or other legal entity), then:
- you accept these TOS, and you will be responsible for any act or omission of any employees, contractors, or third party agents using the Services (or providing a skillit or other services through or in connection with the Services) on your behalf;
- you and your Representative represent and warrant that the Representative has the authority to bind you to these TOS; and
- you covenant that you have the right, power, and authority to enter into these TOS, perform your obligations, and grant the rights, licences, and authorizations in these TOS.
2. DESCRIPTION OF SERVICE
SKILLIT provides the Services so that people can teach or learn a skill. Unless SKILLIT states otherwise, any new features, programs and services that augment or enhance the Services will be subject to these TOS. You agree that the Services are provided “AS-IS” and that SKILLIT assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any data, user communications or personalization settings or their quality or accuracy. You acknowledge that, as a maker, you are a third party service provider, and you are not employed by Skillit or any of its affiliates.
You may not access the Services from territories where the Services or any content or functionality of the Services are prohibited.
You agree that skillits may involve the consumption of alcohol, transportation in vehicles, and the performance of activities with risk of injury, illness, or death. You agree that SKILLIT does not pre-screen the health (mental or physical), skills, or learning capabilities of learners who attend skillits, and that SKILLIT does not assume any responsibility for the poor health, skills, or learning capabilities of learners. SKILLIT is not responsible for any injuries (including death) or damage to property (whether yours or otherwise) in connection with the skillit, whether such injuries (including death) or damage are caused by learners or otherwise.
When you offer a skillit for sale and a learner purchases a skillit, you are entering into a contract directly with the learner who purchases the skillit. SKILLIT is not and does not become a party to or other participant in any contractual relationship learners and makers. SKILLIT does not act as an agent in any capacity for a maker, except as follows. SKILLIT is a limited agent for makers with the authority to offer a maker’s services for sale at the price shown through the Services. SKILLIT has the authority to accept or decline a learners’ request to purchase such services on behalf of a maker and collect payment for a purchase on behalf of the maker. SKILLIT also has the authority to provide certain discounts and promotional offers in connection with skillits offered through the Services. SKILLIT is not responsible for the quality, character or safety of any products or services (including skillits) available through the Services; these aspects are the sole responsibility of makers.
3. YOUR REGISTRATION OBLIGATIONS; ACCURACY OF INFORMATION; PERMITTED USERS
We reserve the right to decline to provide Services to any person who breaches these TOS.
In consideration of your use of the Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the online registration form when you sign up for the Services or register as a learner to attend a skillit or as a maker to provide a skillit (the “Registration Data”) or with respect to any payment information requested; and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, materially inaccurate or incomplete, or if you do not keep it current, or if SKILLIT has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SKILLIT has the right to suspend or terminate your account and your Subscription and refuse your access to or use of the Services.
The Services are not intended for individuals under the age of 18. You hereby affirm that you are over the age of 18. If you are under 18 years of age, then you may not use the Services.
You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Services and all charges related thereto. We are not liable for any damages to your equipment resulting from the use of the Services.
5. ACCOUNT, PASSWORD AND SECURITY
You are responsible for maintaining the confidentiality of your password and account, and you are fully responsible for all activities that occur when your password or account are used. You agree to (a) immediately notify SKILLIT of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. SKILLIT will not be liable for any loss or damage arising from your failure to comply with these TOS.
6. INDEMNITY; DAMAGE CLAIMS BY ANOTHER LEARNER OR MAKER
You agree to indemnify and hold SKILLIT, and its subsidiaries and affiliates, and each of their respective directors, officers, employees, and agents (collectively, the “Indemnified Parties”) harmless from any and all losses, costs (including reasonable legal fees), obligations, liabilities, awards, judgements, fines, penalties, damages, or other charges (collectively, “Losses”) with respect to any claim, action, proceeding, demand, lawsuit, cause of action, or investigation of any nature whether at law or equity (collectively, “Claims”) by a third party arising from or related to your use of the Services (including the provision of a skillit), your negligence or wilful misconduct, your violation of these TOS, or your violation of any rights of another person.
You also agree to indemnify and hold the Indemnified Parties harmless for any Losses arising from or related to your violation of these TOS. The foregoing shall apply to direct Claims.
If a maker or learner claims and provides evidence that you have damaged their property or caused damage or injury to any person or property in connection with a skillit, you acknowledge that that such maker or learner may have a claim against you for Losses (a “Damage Claim”). You are responsible for the acts or omissions of yourself, as well as any individuals (other than learners who sign up to attend your skillit through the Services) who you invite to attend the skillit (whether or not they have signed up for the skillit or are permitted to be there), including your employees, contractors, and agents. You agree to cooperate and assist SKILLIT in good faith and to provide SKILLIT with such information and to take such action as may be reasonably be requested by SKILLIT in connection with any Damage Claim or such other complaints or claims made by a third party in connection with a skillit for which you were registered.
7. PAYMENT AND BILLING; FEES; TAXES
SKILLIT charges fees to makers in consideration for their use of the Services (each such fee, a “Service Fee”). The applicable Service Fee will be displayed on the Services prior to you publishing a skillit on the Services. SKILLIT reserves the right to change a Service Fee at any time, and SKILLIT will provide you with adequate notice of such fee changes before they become effective. Fee changes will not affect any purchases made by learners prior to the effective date of the fee change. You are responsible for paying any Service Fees that you owe to SKILLIT, including applicable taxes such as sales tax or goods and services tax. All Service Fees are non-refundable, unless otherwise determined by SKILLIT or unless otherwise set out in these TOS or in a refund policy that we may create from time to time and post on the Services.
From time to time, information on the Services may contain typos, inaccuracies, or omissions with respect to pricing, Service Fees, service offerings, promotional offers, and other matters. We reserve the right, without prior notice, to correct any errors, inaccuracies or omissions, to change or update information, and to refuse or cancel purchases if any information on the Services contains a typo, inaccuracy, or omission at any time (including after you have accepted an offer to purchase and after your credit card or other payment method have been charged).
YOU AGREE THAT WE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY BILLING AGENT WE USE) MAY CHARGE YOUR PAYMENT METHOD FOR ALL AMOUNTS DUE TO US (INCLUDING APPLICABLE FEES AND TAXES) WITHOUT ADDITIONAL NOTICE OR CONSENT UNLESS REQUIRED OTHERWISE BY LAW.
We may limit the number of promotions for which you may be eligible in a given period. In addition, certain promotional offers and discounts may apply to first-time makers only.
If for any reason we do not receive payment from your credit card or other payment method issuer, then upon demand, you agree to pay the overdue amount by other means acceptable to us. We reserve the right to accept other forms of payment, and if we elect to invoice you for services, you agree to pay to us the amount indicated in each invoice by the due date reflected on the invoice. SKILLIT may add additional payment methods from time to time.
Your failure to pay according to the terms of these TOS shall entitle us, without prejudice to our other rights and remedies, to (i) charge interest on a daily basis from the original due date at the rate of the lesser of 18% per annum or the maximum amount permissible by law and/or (ii) suspend or terminate your subscription (if applicable) and/or access to our products and services. You shall reimburse us for all reasonable costs incurred by us in collecting past due amounts, including wire transfer fees, collection agency fees, reasonable legal fees and court costs. We may charge a fee for reinstatement of suspended or terminated accounts.
If you believe that a billing discrepancy has occurred, you must notify us within 60 days after the date on which such discrepancy first appeared on your credit card or other payment method account statement or invoice, as the case may be, or such amounts will be deemed to have been accepted by you. You agree to release us from any liability for any error or discrepancy that is reported to us after such period.
If the currency in which you select to receive compensation for a skillit from a learner is different than the currency associated with your bank account (or other third party that you use to receive payment from a skillit), then your bank (or such third party) may convert the payment amount to your billing currency associated with your account, based on an exchange rate and fee amount determined solely by such third party. As a result, the amount listed on your payment statement issued by such third party may be a different amount than that shown on the Services. Your bank or such third party may also charge you fees to receive payments. Please contact your bank or such other third party if you have any questions about these fees or the applicable exchange rate.
8. CANCELLATIONS, RESCHEDULING AND REFUNDS
If you determine in good faith and acting reasonably, that (i) weather poses a safety risk to learners, or if weather prevents you from carrying out a skillit that takes place primarily outdoors (together, a “Weather Event”); or (ii) other conditions exist that would prevent you from offering the skillit safely and are not the result of your negligence, wilful misconduct, poor planning (based on reasonably foreseeable events), or failure to prevent a strike of your employees (a “Valid Cancellation Reason”), then you may cancel the skillit without penalty. If you determine that cancellation is required, you agree to promptly (and in any event, within 24 hours) notify all (i) learners who have registered to attend the skillit; and (ii) SKILLIT, of such cancellation. If you cancel a skillit, you acknowledge that you will not be entitled to any payments in connection with such skillit, even if such payments were made to you prior to the date of the cancellation.
If you cancel a skillit other than because of a Weather Event or a Valid Cancellation Reason, then in addition to you not being entitled to any payments in connection with such skillit, SKILLIT may (i) impose a cancellation fee in an amount equal to 100%; (ii) prevent you from offering skillits in the future, either permanently or by suspending your rights to offer skillits on the Services; and (iii) restrict you from offering another skillit on the date that the cancelled skillit was scheduled. If you reschedule a skillit because of a Weather Event or Valid Cancellation Reason, you acknowledge that certain learners may no longer be able to attend.
To the extent a learner is entitled to a refund (as determined by the applicable terms of service and any refund policy, or as otherwise determined by SKILLIT in good faith), then you shall not be entitled to any payments from such learner in connection with the skillit. You acknowledge that learners may be entitled to refunds in connection with rescheduled skillits, regardless of whether the skillit is rescheduled for a Weather Event or a Valid Cancellation Reason.
As a maker, you are responsible for determining your obligations to report, collect, remit or include in your skillit price any applicable value added tax, GST/HST, provincial sales tax, or other indirect sales taxes, occupancy tax, tourist or other visitor taxes. You are also responsible, and you agree to, report and remit such taxes in accordance with applicable law. SKILLIT is not responsible for any employment insurance, pension deductions, or other payments to your employees in connection with their services to you in connection with a SKILLIT. SKILLIT is not responsible for the payment of income taxes in connection with your offering of a skillit.
Tax regulations may require us to collect appropriate tax information from makers, or to withhold taxes from payouts to makers, or both. If a maker fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine in good faith to be required to negate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution. However, you acknowledge and agree that we have no obligation to withhold any taxes in connection with a skillit, and that you are required to comply with any income tax and withholding requirements on any income you receive, and that if such an obligation arises you will be solely responsible for the timely payment of such tax and any interest or penalties.
The payment amount displayed on the Services in connection with a skillit that you provide is inclusive of any and all applicable value added tax, GST/HST, provincial sales tax, or other indirect sales taxes, occupancy tax, tourist or other visitor taxes.
You acknowledge and agree that the Service Fee does not include (unless otherwise indicated) applicable taxes, such as GST/HST, provincial sales tax, value added tax, or other indirect sales taxes that we may be required to collect from you.
10. DONATION OF SKILLITS
You agree that for every 10 learners that pay for your skillit, you shall offer one learner the opportunity to attend one of your skillits for free (and you will not be entitled to any payments in respect of their attendance). SKILLIT shall, at its discretion, determine which learner shall be permitted to attend for free and on which date (based on skillits that you make available to learners) they will participate in your skillit.
11. YOUR ADDITIONAL OBLIGATIONS WITH RESPECT TO SKILLITS (INCLUDING INSURANCE, COMPLIANCE WITH LAWS, PERMITS, ETC.)
When listing a skillit on the Service you must, where applicable, fully educate and inform learners about (i) any risks inherent to the skillit, (ii) any requirements for participation, such as the minimum age, related skills, level of fitness or other requirements, and (iii) anything else they may need to know to safely participate in the skillit (e.g. dress codes, equipment, special certifications or licences). You agree that you will not allow people to attend your skillit unless that person booked through the Services.
You are responsible for acquiring all equipment, including supplies, vehicles, venues and other materials (“Equipment”) necessary to host your skillit. You are solely responsible for ensuring that the Equipment used in your skillit is in good working order and conforms to all laws pertaining to safety, equipment, inspection, and operational capability. Except as otherwise required by law, you assume all risk of damage or loss to your Equipment. SKILLIT is not responsible for providing transportation or accommodation for learners attending your skillit. You are responsible for coordinating the foregoing or else notifying learners in your skillit listing that they will need to bring such equipment or supplies or provide their own transportation or accommodation.
You are responsible for (i) understanding and complying with all laws, rules and regulations that may apply to your skillit, (ii) obtaining any required licences, permits, or registrations prior to providing your skillit; and (iii) ensuring that your skillit (and the listing of the skillit on the Services) will not breach any agreement you may have with any third party. Please note the following:
- if you are unsure about anything relating to your skillit, we encourage you to check with the applicable governmental authorities or to speak to a lawyer to discuss your skillit and confirm your skillit complies with local laws including health, tax, safety, and insurance requirements;
- in certain jurisdictions, hosts of a skillit may be required to register their skillit as a business with applicable government bodies;
- you are responsible for ensuring you are permitted to work and to offer service in the jurisdiction(s) in which you conduct your skillit;
- in jurisdictions with business licensing requirements, failure to register could result in fines, penalties, and the disruption of the skillit until proper registration is completed. In certain jurisdictions, you may also need to obtain specific permits and/or licences in order to conduct regulated activities that are part of the skillit. These permits and/or licences may be required by a local licensing department and a federal or national licensing department; and
- consumer protection laws may apply to your skillit, including with respect to requirements to offer refunds and to accurately describe your skillit on the Services.
When using the Services and during a skillit, you agree to: (i) uphold the highest level of customer service and professionalism when communicating with learners or SKILLIT; (ii) provide the services in a competent, professional, safe, and reliable manner; and (iii) be responsive, prompt, courteous, friendly and helpful in providing any skillit or in communications with respect to a skillit. By registering as a maker, you give us consent to conduct background checks and criminal record checks on you from time to time, without notice. You understand and agree that any unprofessional behaviour or acts will not be tolerated and may lead to your removal from the Services.
You agree that you (or your employees, contractors, or agents who will be participating in the skillit, as applicable) are qualified to provide the skillits that you offer, meaning that you (or them, as applicable) hold all requisite training, licensing, certification, education, experience, and similar qualifications to provide each skillit with a professional level of care.
You agree not to perform any skillits under the influence of alcohol or drugs, including but not limited to skillits that involve driving.
You represent and warrant that you maintain, and will maintain at all times that you provide a Skillit, insurance with reputable insurance companies in such amounts and covering such risks (including property damage, bodily injury, and property loss) that are usually carried by people or companies engaged in the same or similar business. You agree to provide us with copies of certificates of such insurance in your registration process as well as from time to time at our request. You further agree to notify us immediately of any change in your insurance.
12. NO RESALE AND NON-SOLICITATION
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, access to the Services or any proprietary information of SKILLIT contained in the Services.
IF YOU OFFER A SKILLIT THROUGH OR IN CONNECTION WITH THE SKILLIT SERVICES, YOU AGREE THAT, FROM THE DATE THAT SUCH SKILLIT IS HELD AND FOR A PERIOD OF 1-YEAR FOLLOWING SUCH DATE, YOU SHALL NOT, DIRECTLY OR INDIRECTLY, SOLICIT OR CONTRACT WITH ANY LEARNER WHO SIGNED UP FOR SUCH SKILLIT FOR THE OFFERING TO SUCH LEARNER ANY PRODUCTS OR SERVICES THAT ARE THE SAME AS OR SUBSTANTIALLY SIMILAR TO THOSE PRODUCTS OR SERVICES THAT YOU PROVIDED TO SUCH LEARNER THROUGH OR IN CONNECTION WITH THE SKILLIT SERVICES.
You agree not to recruit or otherwise solicit any maker or learner to provide services on websites, apps, or other platforms that are competitive to SKILLIT.
13. MODIFICATIONS TO SERVICES
SKILLIT reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that SKILLIT will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or your access thereto.
You agree that SKILLIT, in its sole discretion, may terminate your password, account or use of the Services, and remove and discard any content accessible via the Services (provided that it is in compliance with applicable laws), for any reason, including, without limitation, for lack of use or if SKILLIT believes that you have violated or acted inconsistently with the letter or spirit of these TOS. SKILLIT may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, without notice. Further, you agree that SKILLIT will not be liable to you or any third party for any termination of your access to the Services or expungement of your information.
15. SKILLIT’S PROPRIETARY RIGHTS
You acknowledge and agree that the Services and any proprietary software used in connection with the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content accessible via the Services and information presented to you through the Services is protected by the law of copyright, trade-mark, service mark, patent or other proprietary rights laws. Except as expressly authorized by SKILLIT or its information partners, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, in whole or in part.
SKILLIT grants you a personal, non-transferable and non-exclusive right to access and use the Services; provided that you do not (and do not allow any third party to) copy, modify, create any derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code for the Services, sell, assign, sublicence, grant a security interest in or otherwise transfer any right in the Services or the underlying software. You agree not to obtain or attempt to obtain unauthorized access to the Services or the underlying software. You agree not to access the Services by any means other than through the interface that is provided by SKILLIT for use in accessing the Services.
If you post content or submit material using or through the Services (including in relation to your skillit), then unless we indicate otherwise, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicencable right to use, adapt, publish, perform, translate, produce, reproduce, modify, create derivative works from, distribute, communicate to the public, and display such content throughout the world in any media for all purposes, including in advertising and promotions. You grant us and our sublicencees the right to use the name that you submit in connection with such content, if us or our sublicencees choose. You represent and warrant that you own or otherwise control all the rights to the content that you post, that the content is accurate, and that use of the content you supply does not violate these TOS and will not cause injury to any person or entity. You represent and warrant that you will indemnify and hold us harmless for all Claims resulting from content you supply. We have the right, but not the obligation, to monitor and edit or remove any activity or content, and we take no responsibility and assume no liability for any content posted by you or any third party.
If you provide SKILLIT with any feedback on or comments regarding the Services, you grant us the right to use such feedback or comments for any purpose without restriction or payment to you.
16. Ratings and Reviews
The Services provide the opportunity for learners and makers to leave public reviews (“Reviews”) and submit ratings (“Ratings”). Reviews and Ratings reflect the views of learners and makers and do not reflect the opinion of SKILLIT. SKILLIT does not verify Ratings or Reviews, which means Ratings and Reviews may be inaccurate or misleading. If you post a Review or a Rating, then you agree that such Review or Rating shall not contain any offensive, libelous, or defamatory language, shall be accurate, and shall be compliant with other terms of these TOS. We reserve the right to remove any Reviews or Ratings that in our opinion, acting reasonably, do not comply with these TOS. You acknowledge and agree that your Ratings and Reviews are public and are viewable by other learners and makers using the Services, as well as members of the public.
You agree not to:
- manipulate the Ratings or Reviews in any manner, including by asking a third party to write a Review or provide a Rating about a learner or maker who has not participated in the applicable skillit being reviewed;
- threaten to use Reviews or Ratings to force a learner to provide a reciprocal positive Review or Rating;
- offer a free or discounted skillit (except as required in accordance with these TOS) in exchange for a positive Review or Rating or for a learner to revise an existing Review or Rating;
- require a learner to leave a positive Review or Rating in exchange for a reciprocal Review or Rating; or
- ask a learner to take specific actions related to a Review or Rating in exchange for a resolution to a dispute between the parties.
The foregoing do not prohibit a maker from (i) contacting a learner with a problem prior to leaving a Review or Rating; or (ii) asking a learner to leave an honest positive Review or Rating.
17. Discrimination and Harassment
You agree not to discriminate against or harass (whether on the basis of marital status, religion, sexual or gender orientation, race, national origin, age or otherwise) anyone (including a learner) in connection with the Services (including during a skillit). You agree that if you display discriminatory conduct or harassing behaviour during or prior to a skillit, a learner may be entitled to a refund if they do not attend the skillit in its entirety as a result of your behaviour. In such circumstance, the amount of such refund as determined by SKILLIT in its sole discretion, acting reasonably, will be deducted from the payment to which you are entitled in connection with the skillit.
Without limiting the foregoing, you agree that you may not:
- decline or impose any different terms or conditions on a learner based on race, colour, ethnicity, national origin, religion, sexual orientation, gender identity, or marital status; or
- without the consent of Skillit, not to be unreasonably withheld, decline a learner based on any actual or perceived disability (provided that you may provide factually accurate information about challenges that the learner may face during the skillit, to allow the learner to asses for themselves whether the skillit is appropriate for their individual needs).
Notwithstanding the foregoing, you may require learners to respect reasonable restrictions set out in your skillit listing (e.g. restrictions on smoking cigarettes inside the premises where a skillit is hosted) that are not based on the foregoing protected classes or other characteristics closely associated with a protected class.
18. Use of the App
If you download the App from a distribution platform or app store other than through the Website (each an “App Provider”), including through a platform operated by Google or Apple, then you acknowledge and agree that: (i) these TOS are between SKILLIT and you, and not the App Provider; (ii) you must comply with the App Provider’s applicable terms and conditions; (iii) the App Provider is not responsible for any claims you have with respect to your use of the App, including any product liability claims, and the App Provider has no warranty obligation with respect to the App or obligation for any maintenance or support services with respect to the App; (iv) the App Provider is a third party beneficiary of these TOS and has the right to enforce these TOS against you as a third party beneficiary thereof; (v) you will comply with all third party terms and conditions when using the App, including those of your data service provider.
You may not use or otherwise export or re-export the App except as authorized by United States law and the laws of the jurisdiction in which the App was obtained. In particular, but without limitation, the App may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List (or otherwise designated by the U.S. Government as a “terrorist supporting” country). By using the App, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
You acknowledge that in the event of any third party claim that the App, or your possession and use of the App, infringes that third party’s intellectual property rights, the App Provider shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
19. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW:
a. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SKILLIT EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. SKILLIT MAKES NO WARRANTY THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING. SKILLIT MAKES NO WARRANTY WITH RESPECT TO THE LEARNERS OR OTHER PARTIES WHO ATTEND SKILLITS THROUGH OR IN CONNECTION WITH THE SERVICES.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED BY YOU AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SKILLIT OR THROUGH OR FROM THE SERVICES (INCLUDING BY A MAKER) WILL CREATE ANY WARRANTY OR OBLIGATION NOT EXPRESSLY STATED IN THESE TOS.
20. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW:
- SKILLIT AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS OTHER THAN YOU (COLLECTIVELY, THE “SKILLIT PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ONE OR MORE OF THE SKILLIT PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) YOUR ACCESS OR USE, OR YOUR INABILITY TO USE, THE SERVICES, INCLUDING ANY SKILLITS OR ADVICE PROVIDED THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES OR ANY PRODUCTS OFFERED, DIRECTLY OR INDIRECTLY, THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES; (ii) THE COST OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.
- IN NO EVENT SHALL THE SKILLIT PARTIES’ AGGREGATE LIABILITY TO YOU FOR ALL LOSSES RELATING TO THE SERVICES (INCLUDING ANY SERVICES PROVIDED WITH RESPECT TO A SKILLIT THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES OR ANY PRODUCTS PURCHASED, DIRECTLY OR INDIRECTLY, THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES) EXCEED THE GREATER OF (I) $500; AND (II) THE AGGREGATE AMOUNT OF SERVICE FEES PAID BY YOU TO SKILLIT IN THE 6 MONTHS PRIOR TO THE BRINGING OF ANY CLAIM.
- THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- YOU ACKNOWLEDGE THAT THE SKILLIT PARTIES ARE THIRD PARTY BENEFICIARIES OF THESE TOS AND HAVE THE RIGHT TO ENFORCE THESE TOS AGAINST YOU.
21. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL, OR OTHER TYPES OF DAMAGES. IN THOSE JURISDICTIONS, THE WARRANTIES AND CONDITIONS OF SKILLIT WILL BE THE MINIMUM REQUIRED BY LAW AND THE LIMITATION OF LIABILITY WILL BE AS BROAD AS MAY BE CONSTRUED BY APPLICABLE LAW.
Notices to you may be made via either e-mail or regular mail. The Services may also provide notices of changes to these TOS or other matters by displaying notices or links to notices to you via the Services.
23. TRADE-MARK INFORMATION
Except as otherwise set out herein, without SKILLIT’s prior permission, you agree not to display or use in any manner, any of SKILLIT’s trade-marks or tradenames, including “SKILLIT” (the “Marks”).
SKILLIT hereby grants you a limited, non-exclusive and non-transferable licence during such period that you are permitted to offer goods or services through the Services to use SKILLIT’s trade-marks and tradenames (including “SKILLIT”) on a royalty-free basis, solely with respect to the skillits that you are offering through the Services. All goodwill related to the use of the Marks shall enure to the benefit of SKILLIT. You agree that you shall only use the Marks in the form and format specified or approved by SKILLIT and that you shall immediately stop using the Marks if directed to do so by SKILLIT.
24. GENERAL INFORMATION; APPLICABLE LAW; DISPUTE RESOLUTION
These TOS governs your use of and access to the Services, superseding any prior agreements between you and SKILLIT respecting your use of and access to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party content or third party software.
These TOS and the relationship between you and SKILLIT will be governed by the laws of the Province of Ontario and the applicable federal laws of Canada. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these TOS and is hereby expressly excluded.
The failure of SKILLIT to exercise or enforce any right or provision of these TOS will not constitute a waiver of such right or provision. If any provision of these TOS is found by a court of competent jurisdiction to be invalid, the parties to these TOS (the “Parties”) nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of these TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these TOS are for convenience only and have no legal or contractual effect.
To the fullest extent permitted by applicable law and subject to the arbitration provisions below, you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, with respect to any dispute, controversy or claim (a “Dispute”) arising out of or in connection with these TOS or your use of the Services.
The rights and obligations of the Parties set forth in this Section 24, Sections 6, 19, and 20, and any other provision in these TOS which, by its nature, should survive termination of these TOS, will survive any such termination.
WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND SKILLIT MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. YOU AND SKILLIT AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTES. UNLESS BOTH YOU AND SKILLIT AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
If you are located in, are based in, have offices in, or do business in a jurisdiction in which the following provision is enforceable, the following mandatory arbitration provision applies to you. You agree that any Dispute shall be submitted to and determined by binding arbitration in accordance with the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The number of arbitrators shall be one, and the Parties shall mutually agree and appoint an arbitrator within 10 days of the delivery of the notice of arbitration, failing which the arbitrator shall be appointed by the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario, Canada. The language of arbitration shall be English. By agreeing to this provision, the Parties agree that arbitration shall be the exclusive forum for resolving all Disputes and the decision of the arbitrator shall be final and binding upon the Parties. The decision of the arbitrator shall be executory, and judgment thereon may be entered by any court of competent jurisdiction. The arbitration proceeding and any decision by the arbitration panel shall be confidential, unless disclosure is required by applicable law.
25. TRANSACTIONS INVOLVING ALCOHOL OR DRUGS
You may have the option to provide, sell, or produce alcohol or drugs (e.g. cannabis) in connection with the products or services offered through the Services, including skillits. You agree that you will comply with all applicable laws and not cause the Skillit Parties to contravene any applicable laws. You agree that if you offer any skillits involving the provision, sale, consumption, or production of alcohol or drugs, that you will comply with all requirements in connection therewith and will obtain suitable evidence (e.g. valid driver’s licences) that all participants are of legal age to participate in such activities (e.g. with respect to the consumption of alcohol: 21 years of age or older in the United States, 18 years of age or older in Alberta, Manitoba, and Quebec, and 19 years of age or older in all other Canadian provinces or territories). To the extent a skillit involves the consumption of alcohol or drugs, you agree to consume such products responsibly and not to drive under the influence of such products and to remind all learners to do the same.
26. ENGLISH LANGUAGE
The Parties have required that this agreement and all documents and notices resulting from it be drawn up in English. Les Parties aux présents ont exigés que la présente convention ainsi que tous les documents et avis qui s’y rattachent ou qui en découleront soit rédigés en la langue anglaise.