General Terms of Service

Last updated March 15th, 2023

If you are only using the Services in your capacity as a skillXchange learner, you are only agreeing with the terms described in Sections 1, 2, 5, 9, 14, and 15.

As used herein, the term, “you” and “your” refers to the individual or entity that is using the Services, as defined below, and “we” and “our” refers to skillXchange LLC doing business as “skillXchange”. These skillXchange General Terms of Service including, if applicable, Exhibit A (the Data Processing Agreement), and any applicable order (collectively the “Terms” or “Agreement”) govern your use of skillXchange service (available at skillXchanges.com), which include the skillXchange-proprietary software and third-party licensed software that power our services, and any related software applications, the Content Files (defined below), our hosting platform, and user documentation that we provide to all customers (collectively the “Services”). You will have use of and access to our Services for the time period specified in any applicable order. By using the Services, you agree to these Terms. As discussed more in Section 3 below, you retain all rights and ownership to Your Content (defined below).

How this Agreement Works

1.1 Choice of Law. These Terms, and our provision, and your use of the Services are governed by the laws of Delaware, U.S.A. You may have additional rights under mandatory law. We do not seek to limit those rights to the extent prohibited by law.

1.2 Eligibility. You may only enter into an agreement to use our Services if you are over 18 years old, OR are 13 years or older (or of legal age of consent to open an account under the laws of your country of residence) and have the consent of your parent or guardian. If you are an educational institution, content provider or other similar organization that will make accounts available for use by children under the age of 13, you represent, warrant and covenant that (i) before sharing account access with any such child, you shall obtain verifiable consent from the parent or guardian of such child that expressly provides consent for us to process that child’s personal information in connection with providing the Services to such child, (ii) you shall advise us immediately if the parent or guardian withdraws such consent and direct us to destroy such child’s personal information, and (iii) you shall provide us such written verifiable consent upon our request.

1.3 Privacy. The Privacy Policy at https://skillXchanges.com/privacy, and if applicable our Data Processing Agreement at Exhibit A, governs the Services, including any personal data or personally identifiable information you provide to us.

1.4 Entire Agreement; Precedence. These Terms constitute the entire agreement between skillXchange and you regarding your use of the Services and the subject matter hereof, and supersede any prior agreements or understandings (whether written or oral) between skillXchange LLC and you relating to the subject matter hereof. SkillXchange may receive and sign or otherwise execute purchase orders, quotes, orders, order confirmations, or similar documents from you contemporaneously with or after the execution of these Terms (including documents provided in connection with accepting renewal of these Terms). The parties agree that the sole purpose of such documents is for your internal payment processes and execution by us does not constitute an acceptance of any of the terms or conditions of such documents. You further represent, warrant and agree that (i) such documents are solely for compliance with your internal purchasing policies, (ii) such documents are not intended to and shall not add any new terms or conditions, or supersede any conflicting terms and conditions in these Terms, and (iii) you shall not assert any terms or conditions contained in such documents against us.

1.5 Availability. Services descriptions may be accessible worldwide but for clarity, this does not mean all Services or service features are accessible in all languages or all areas, or that user-generated content available via the Services is legally compliant in all areas. It is your responsibility to make sure your use of the Services is available and legally compliant in your area.

1.6 Internet Access. You agree that you will be solely responsible for providing and maintaining your own Internet access and all necessary hardware, software including without limitation browser software, and other materials necessary for accessing the Services.

Use of Service

2.1 skillXchange User ID. You need to provide your name, email address and password in order to access or use Services (the “skillXchange User ID”). We recommend that you use your unique email address provided by your organization. You agree to: (i) provide true, accurate, current, and complete information about yourself as prompted by the sign-up process; and (ii) maintain and promptly update the information provided during sign-up to keep it true, accurate, current, and complete; and (iii) not share your skillXchange User ID with any third party. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if skillXchange has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, after giving you prior notice, skillXchange may terminate your user account and refuse current or future use of any or all of the Services.

2.2 Activation. The Services may require you to take certain steps to activate your license or validate your subscription. If we determine that the Services have been used fraudulently or without authorization, we may reduce the functionality, operability, or availability of the Services, and/or suspend or terminate the license or subscription.

2.3 License. Subject to your compliance with these Terms and the law, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, fee-bearing license to use the Services, so long as your applicable license and/or subscription is valid.

2.4 Restrictions. We (and our licensors) remain the sole owner of all rights, titles, and interests in the Services. We reserve all rights not granted under these Terms. Without limiting the generality of the foregoing, unless permitted in these Terms, you must not (and must not permit any third party to):

modify, port, adapt, or translate any software or other intellectual property elements underlying the Services;
reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of any software or other intellectual property elements underlying the Services, unless permitted by relevant law and then only within the constraints of that law Any information supplied to or obtained by you under this Section is the confidential and proprietary information of skillXchange, may be used by you only for the purpose described in this Section, and will not be disclosed to any third party or used to create any software which is substantially similar to the expression of the software underlying the Services;
permit timesharing or use, offer the Services on a service bureau basis; or permit the use of a User ID by more than one user;
distribute, display, outsource, republish, frame, host or stream the Services, allow unauthorized access to the Services, or otherwise commercially exploit the Services outside of the terms of this Agreement;
access the Services in order to build a product or service that competes with our Services;
circumvent technological measures intended to control access to the Services or develop, distribute, or use with the Services, products that circumvent the technological measures;
introduce, transmit, re-transmit, or store materials or software code on or through the Services or through Your Content that are harmful to the Services, including our skillXchange hosting platform, our software, firmware or related technology;
rent, lease, sell, sublicense, assign, or transfer your rights in the Services;
make any copy of the software or other intellectual property elements underlying the Services without preserving all copyright and other proprietary notices that appear on or in the Services or such software or other intellectual property elements;
Use the skillXchange, logo, trademarks, service marks, or other branding elements without skillXchange’s prior written consent on a case-by-case basis. Such consent, if granted, is subject to revocation by skillXchange at any time. Any use of the foregoing shall be in compliance with skillXchanges’ then-current trademark usage and branding guidelines; and
Your organization’s skillXchange administrator(s), whom you appoint, may assign users pursuant to the applicable documentation and, in addition, should a skillXchange user no longer require use of the Services, the administrator may reassign such usage rights to a new user, so long as the maximum number of users (for whom licenses have been purchased) on your skillXchange plan is not exceeded.

2.5 Required Endpoints. The Services may require connection to specified endpoints to operate properly. You agree to allow such connections as part of your use of the Services, as applicable.

2.6 Third-Party Software. The Services may contain third-party software which is described at https://skillXchanges.com/contact-us; no additional licenses or payments are required from you in order for you to use the Services.

2.7 Notice to U.S. Government End Users (if applicable). For U.S. Government procurements, (i) Technical Data is provided in accordance with FAR 12.211, and Software is a “commercial” computer software as defined in FAR 12.212, and (ii) “commercial” software and documentation are also provided in accordance with DFARS 227.7202, “Rights in Commercial Computer Software or Commercial Computer Software Documentation”, as applicable, and any successor regulations. Any use, reproduction release, performance, display, or disclosure of the Software or documentation by the U.S. Government must be in accordance with license rights and restrictions described in these General Terms of Service. Notwithstanding the foregoing, the Government agrees that this software qualifies as “commercial” computer software within the meaning of the acquisition regulations applicable to this procurement. These General Terms of Service shall pertain to the Government’s use and disclosure of the software and documentation, and shall supersede any conflicting contractual terms or conditions. If these General Terms of Service fail to meet the Government’s needs or are inconsistent in any respect with Federal law, the Government agrees to cease use of the Services.

2.8 Content Files. “Content Files” means skillXchange-provided files, such as videos, character images, illustrations, templates, example courses, lessons, interactions, or other pre-built content we provide to you in the Services. You may use the Content Files to develop your elearning end product in our Services (“End Product”), including modifying and embedding the Content Files into your End Product, and reproducing and distributing the Content Files if integrated in your End Product. However, you may not use or distribute the Content Files on a stand-alone basis outside of your End Product. For clarification, you do not have any ownership rights in the Content Files themselves.

2.9 Other License Types.

(a) Pre-release Version. We may designate the Services as a pre-release, preview, or beta version (“Pre-release Version”). The pre-release Version does not represent the final product and may contain bugs that may cause system or other failures and data loss. We may choose not to commercially release the Pre-release Version. You must promptly cease using the Pre-release if we request you to do so. Any separate agreement we enter into with you governing the Pre-release Version will supersede the provisions on Pre- Release Version set out in this section. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRE-RELEASE VERSIONS ARE PROVIDED BY SKILLXCHANGE WITHOUT WARRANTY, SUPPORT, OR INDEMNIFICATION.

(b) Trial Licenses. Trial licenses are available under a one-time evaluation period. You agree to provide SKILLXCHANGE with certain information as indicated on the trial registration form. At the end of the trial period, and unless the trial is converted to a paid subscription, the Services will automatically terminate, and skillXchange will delete any content that was uploaded to the Storage provided as part of the trial. SkillXchange reserves the right to terminate your trial at its sole discretion. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL VERSIONS ARE PROVIDED BY SKILLXCHANGE WITHOUT WARRANTY OR INDEMNIFICATION.

2.10 Support Policy. We will provide support consistent with our then-current skillXchange Support Policy: www.skillXchanges.com/Support-Policy

Your Content

3.1 Ownership. You retain all rights and ownership of all content (e.g., text, images, videos, etc.) that you own and upload, import, or develop in or to our Services (“Your Content”). We do not claim any ownership rights to Your Content. For clarification, we and our licensors retain all rights and ownership of our Content Files.

3.2 Licenses to Your Content in Order to Operate the Services. We require licenses from you to Your Content to operate and enable the Services. When you upload Your Content to our Services, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license to access, use, reproduce, distribute, and translate the content as needed in response to user driven actions for the legal duration of protection of such rights. This license is granted for the purposes of: (a) providing, operating, or improving the Services; (b) responding to support requests; (c) detecting, preventing, or otherwise addressing fraud, security, unlawful, or technical issues; and (d) enforcing these Terms.

3.3 Termination of License. You may revoke this license to Your Content and terminate our rights at any time. However, some copies of Your Content may be retained as part of our routine backups until overwritten on a regularly scheduled basis.

3.4 Feedback. You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license, for the legal duration of protection of rights that is sublicensable and transferrable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, and modify the Feedback.

Account Information

4.1 You are responsible for all activity that occurs via your account. Please notify skillXchange Customer Support immediately if you become aware of any unauthorized use of your account. You and your users may not (a) share your account information (except with an authorized account administrator) or (b) use another person’s account. Your account administrator(s) may use your account information to manage your access to the Services.

User Conduct

5.1 Responsible Use. SkillXchange is committed to protecting its employees, partners, customers, and users from illegal or damaging actions by individuals, either knowingly or unknowingly. SkillXchanges’ platform and systems, including but not limited to computer equipment, software, operating systems, storage media, network accounts, websites, and file transfer sites are to be used for lawful and legitimate business purposes, in the course of normal operations. Supporting the above is a team effort involving the participation and support of all individuals and organizations that deal with the Services. The purpose of this section is to outline the acceptable use of the Services to protect skillXchange and all customers and users against risks, including virus attacks, compromise of network systems and services, and legal issues. SkillXchange does not guarantee that by all users complying with this section, all risks and potential liability will be eliminated. Risks come from many different sources, and while skillXchange has taken reasonable steps to ensure that the likelihood of risk is reduced, it cannot be completely eliminated.

5.2 Misuse. You agree that you will not (directly or indirectly through a third party):

(a) copy, modify, host, stream, sublicense, or resell the Services without authorization;

(b) enable or allow others to use the Services using your account information;

(c) access, attempt to access or authorize others to access the Services, including skillXchange Content Files, by any means other than the interface we provide or authorize, including skillXchange content or otherwise enable users or others to access skillXchange in a manner that has not been expressly authorized by us;

(d) circumvent any access or use restrictions put into place to prevent certain uses of the Services;

(e) share content or engage in behavior that violates anyone’s Intellectual Property Rights (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights);

(f) upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;

(g) introduce, transmit, re-transmit, or store materials or software code on or through the Services that are (i) harmful to the Services, our SkillXChange hosting platform, or our software, firmware or related technology; or (ii) in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others;

(h) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(i) attempt to disable, impair, or destroy the Services;

(j) disrupt, interfere with, or inhibit any other user from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way);

(k) engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;

(l) place advertisements for any products or services in the Services;

(m) use any data mining or similar data gathering and extraction methods in connection with the Services; or

(n) violate applicable law.

Fees and Payment

6.1 General. You agree to pay any and all applicable charges associated with your account, in advance, regardless of usage. For monthly subscriptions, all fees must be prepaid via a credit card that you preregister or otherwise provide to us (which information must be kept updated by you), which credit card will be charged monthly at the rate agreed upon in the relevant order unless and until you, in accordance with Section 11, give us prior notice of your intent to cancel or terminate your monthly subscription. Annual subscriptions may either be prepaid with a credit card that you preregister or otherwise provide to us, or you may request preapproval to pay via an invoice, in which case payment is due within thirty (10) days following the date of skillXchange’s invoice, and any amount not paid when due is subject to interest at a rate that is the lower of: (a) one percent (1%) per month or (b) the highest interest rate permissible under applicable law. Without limiting the generality of the foregoing, we reserve the right to suspend and/or terminate any order (and/or license, access, or other rights to the related Services) for which fees are not paid when due.

6.2 Number of Users Accessing the Service. If the number of your users accessing the Service exceeds the number of users agreed upon in any order, skillXchange will contact you to try and resolve the discrepancy, but may, if warranted and in our sole discretion, block the excess users from accessing the Services, require additional payment at the rate offered by us for equivalent services at that time, or terminate this agreement and the account in accordance with Section 11.

6.3 Taxes and Third-Party Fees. You must pay any applicable taxes, and any applicable third-party fee (including, for example telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees). We are not responsible for these fees. If you are required to withhold sales, transaction, VAT, GST, or similar tax from any payment to skillXchange under this Agreement, you will be entitled to withhold or deduct such tax from the gross amount to be paid. However, you will “gross up” the payments so that skillXchange receives the amount actually quoted and invoiced, and you will use all endeavors to reduce any such withholding tax payable to the lowest possible rate subject to compliance with all applicable laws and double taxation treaties. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses.

6.4 Credit Card Information and/or Billing Information. You agree to keep your credit card and other billing information that is provided to skillXchange up to date at all times. If you do not notify us of updates to your payment method, to avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

6.5 Upgrades to Plans and Additional Commercial Terms. The purchaser of a SkillXChange subscription may upgrade to a larger plan at any time. Upgrades are priced at the rates available at the time of purchase and are prorated based on the days remaining in your contract. All SkillXChange orders under a specific subscription will have the same scheduled subscription end date, subject to renewal as set forth herein. Further, upon renewal, skillXchange will charge you for the size of your plan at the time of such renewal.

Your Warranty and Indemnification Obligations

7.1 Warranty. By uploading Your Content to the Services, you agree that you have: (a) all necessary licenses and permissions to use and share Your Content and (b) the rights necessary to grant the licenses in these Terms.

7.2 Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any third-party claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to Your Content.

Our Warranty and Indemnification Obligations

8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WE MAKE NO COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES. TO THE EXTENT PERMITTED BY LAW WE FURTHER DISCLAIM ANY WARRANTY THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, OR ERROR-FREE; OR (B) THE QUALITY OF THE SERVICES WILL MEET YOUR EXPECTATIONS.

8.2 Indemnification by Us. If a third party initiates a claim against you, claiming that the Services directly infringe any Intellectual Property or misappropriate any Confidential Information (defined below), we will pay the costs and damages that a court (having final jurisdiction) awards against you in the lawsuit, to the extent that the costs and damages directly relate to the claim. Alternatively, we will pay the costs and damages that we agree to in a written settlement of the lawsuit. Our obligations under this Section apply only if you: (a) promptly notify us of the lawsuit in writing, (b) allow us to control the defense of the lawsuit and any related settlement negotiations, and (c) cooperate with us and, at our request and expense, assist us in the defense or settlement of the lawsuit. Also, our obligations under this Section do not apply to the extent that any infringement claim is based upon (i) any use of the Services not in accordance with this Agreement; (ii) any use of the Services in combination with other products, equipment, or software that we do not supply; (iii) any use of any release of the Services other than the most current release made available to you; or (iv) any modification of the Services by anyone other than us. To the maximum extent permitted by law, this Section states our entire liability and your sole and exclusive remedy for infringement claims and actions against you.

8.3 Our Options for Infringement Claims. If any party is enjoined from using the Services, or if we believe that the Services may become the subject of a claim of intellectual property infringement or misappropriation of Confidential Information, we, at our option and expense, may: (i) procure the right for you to continue to use the Services; (ii) replace or modify the Services so as to make the Services non- infringing; provided, however, that the Services continue to conform to applicable descriptions and/or specifications; or (iii) terminate this Agreement, in which case we shall refund to you any and all subscription fees paid in advance by you for those Services not provided by us. Our exercise of any of the foregoing options constitutes our entire liability and your sole and exclusive remedy for infringement and misappropriation claims and actions against you.

Limitation of Liability

9.1 WE ARE NOT LIABLE TO YOU OR ANYONE ELSE FOR: (A) ANY LOSS OF USE, GOODWILL, OR PROFITS, WHETHER OR NOT FORESEEABLE; AND (B) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), INCLUDING THOSE: (1) RESULTING FROM LOSS OF USE, OR PROFITS, WHETHER OR NOT FORESEEABLE, (2) BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR (3) ARISING FROM ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SERVICES. NOTHING IN THESE TERMS LIMITS OR EXCLUDES OUR LIABILITY FOR CLAIMS RELATING TO DAMAGE TO TANGIBLE PROPERTY AND INJURY OR DEATH TO PERSONS.

9.2 EXCEPT AS PROVIDED IN SECTION 8.2 (INDEMNIFICATION BY US) AND SECTION 10 (CONFIDENTIAL INFORMATION), OUR TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR RELATED TO THESE TERMS IS LIMITED TO THE AGGREGATE AMOUNT THAT YOU PAID FOR ACCESS TO THE SERVICES PRO-RATED FOR THE PAYMENTS ATTRIBUTABLE TO THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING skillXchange TO THE LIABILITY. THIS LIMITATION WILL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE LIABILITY EXCEEDING THE AMOUNT AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9.3 SUBJECT TO AND WITHOUT LIMITING OUR EXPRESS OBLIGATIONS SET FORTH IN THESE TERMS, (A) WE SPECIFICALLY DISCLAIM ANY LIABILITY FOR ANY ACTIONS RESULTING FROM YOUR USE OF ANY SERVICES; (B) YOU MAY USE AND ACCESS THE SERVICES AT YOUR OWN DISCRETION AND RISK; AND (C) YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE AND ACCESS OF ANY SERVICES.

9.4 THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 9 APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Confidential Information

10.1 “Confidential Information” means all confidential and/or non-public proprietary information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) including information disclosed by or to either party’s Affiliates, such information including without limitation: skillXchanges’ Services, the terms of the Agreement, personal data, know-how, designs, plans, processes, computer programs, software (including both source code and object code), documentation, algorithms, marketing plans and business plans and all other technical, scientific, financial or business data, and such information shall be presumed to be Confidential Information whether the communication of the information was in written, electronic, oral, tangible or intangible form when transmitted to receiving party, and regardless of whether or not such information is labeled or identified as “confidential,” “proprietary” or the like.

10.2 Except as expressly provided in the Agreement, Receiving Party shall not disclose Disclosing Party’s Confidential Information to any third party (other than to its personnel who have a need to know and who are subject to a binding written confidentiality obligations at least as protective as those set forth herein) without Disclosing Party’s prior written consent. Disclosing Party’s Confidential Information may be used by Receiving Party solely for the purposes of performing its obligations under the Agreement. Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Disclosing Party’s Confidential Information, including, at a minimum, those measures taken to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

10.3 Confidential Information shall not include any information that: (a) is or becomes publicly available through no fault of Receiving Party; (b) is independently developed by Receiving Party without utilizing Disclosing Party’s Confidential Information; (c) is approved in writing by Disclosing Party for release by Receiving Party, or (d) is disclosed without restriction to Receiving Party in good faith by a third party who is in lawful possession thereof and who has the right to make such disclosure.

10.4 If Receiving Party is compelled by court order or the law (“Legal Order”) to disclose Disclosing Party’s Confidential Information, Receiving Party, unless prohibited by law, promptly notify Disclosing Party of such fact, provide a copy of the Legal Order and reasonably cooperate at Disclosing Party’s request and expense in: (a) opposing the Legal Order or seeking to limit the disclosure to the minimum extent necessary to comply with the Legal Order; (b) seeking a protective order, or (c) appealing the Legal Order. Failing any of the above, Receiving Party shall disclose only such Disclosing Party Confidential Information to the minimum extent required to comply with the Legal Order. Receiving Party shall continue to be bound under this Agreement with respect to Disclosing Party’s Confidential Information disclosed under the Legal Order unless the Disclosing Party’s Confidential Information becomes a matter of public record in connection with the legal process.

Term; Termination

11.1 Term. The term of this Agreement and any order made under it will commence in accordance with the applicable order and will continue unless and until you or skillXchange give the other notice of an intent to terminate or not renew your account and/or subscription, which notice for monthly subscriptions must be provided within ten (10) business days before your current term expires, whereas the notice for annual subscriptions must be provided at least thirty (30) days before your current term expires. Unless otherwise mutually agreed upon, the fees for your subscription to our Services for each subsequent term will be skillXchanges’ standard, then-current charges for the applicable Services.

11.2 Termination by You for No Reason/Termination for Convenience. While you may stop using the Services at any time, unless otherwise expressly set forth in the Terms, termination of your account for no reason or convenience does not relieve you of any obligation to pay any outstanding fees or require skillXchange to refund any prepaid fees.

11.3 Termination by You for Cause. You may terminate for cause a subscription of twelve (12) months or greater for skillXchange’s material breach of these Terms, so long as you give skillXchange prior written notice and afford skillXchange not less than thirty (30) days to cure such breach. If after such a cure period the breach is not resolved, you will receive a prorated refund of your prepaid fees for the remainder of the term, so long as you send us a written request (at SkillXChange Customer Support) within thirty (30) days of the termination effective date.

11.4 Termination by Us. We may terminate these Terms for cause and/or for the reasons detailed below (to the extent permissible under applicable law), and will make a reasonable effort to notify you at least 30 days prior to termination via the email address that you provide to us, if:

(a) you breach any provision of these Terms (or act in a manner that clearly shows you do not intend to or are unable to, comply with these Terms);

(b) you fail to make the timely payment of fees for the Services if any;

(d) we elect to discontinue the Services, in whole or in part, (such as if it becomes impractical for us to continue offering Services in your region due to a change of law); or

(e) there has been an extended period of inactivity (of thirty (30) days or more) in your free or trial account.

11.5 Effect of Termination. Other than as provided in Section 11.3, no refunds or credits for subscription charges, fees, or other payments will be provided to you if you elect to terminate your subscription to the Services prior to the end of your then-effective subscription term, or cancel, downgrade, or reduce your Services plan, the scope of the license, access, or other rights during the Term, or cancel your account; or if we terminate or cancel your account because of your breach of these Terms or as otherwise provided under 11.4. Additionally, in these cases, you must immediately pay any amounts then due to skillXchange, including unpaid fees and charges associated with the remainder of the term. Following the termination or cancellation of your subscription to the Services and/or related account, we retain Your Content for up to six (6) months. After six months, we permanently delete Your Content from our servers and cannot restore it. We can, upon request, delete Your Content as soon as your subscription ends, in which case it will not be retrievable.

11.6 Survival. Upon expiration or termination of these Terms, the following Sections will survive 1.1 (Choice of Law), 1.3 (Privacy), 1.4 (Entire Agreement, Precedence), 2.3 (License), 2.4 (Restrictions), 2.7 (Notice to U.S. Government End Users), 3 (Your Content), 4 (Account Information), 5 (User Conduct), 6 (Fees and Payment), 7 (Your Warranty and Indemnification Obligations), 8 (Our Warranty and Indemnification Obligations), 9 (Limitation of Liability), 10 (Confidential Information),11 (Term; Termination), 11.6 (Survival), 12 (Investigations), 13 (Export Control Laws), 14 (Dispute Resolution), and 15 (Miscellaneous). Upon the expiration or termination of the Services, the Services may cease to operate without prior notice.

Investigations

12.1 Screening. We are not obligated to monitor content uploaded to the Services.

12.2 Disclosure. We may access or disclose information about you, or your use of the Services, (a) when it is required by law (such as when we receive a valid subpoena or search warrant); (b) to respond to your requests for customer service support.

Export Control Laws

The Services and your use thereof are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Services. You agree to comply with all such laws, restrictions, and regulations.

Dispute Resolution

14.1 Process. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, then except as otherwise set forth in Section 17.2, you or skillXchange may initiate a claim in the state and/or federal courts in Sussex County, Delaware, USA. However, either party may initiate a claim before the expiration of such thirty (30) day period, if the claim relates to intellectual property, or to preserve either party’s rights under applicable statutes of limitations. THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (“UCITA”) OR ANY VERSION THEREOF, ADOPTED BY ANY STATE, IN ANY FORM WILL NOT APPLY TO THIS AGREEMENT. TO THE EXTENT THAT UCITA IS APPLICABLE, THE PARTIES HEREBY AGREE TO OPT OUT OF THE APPLICABILITY OF UCITA PURSUANT TO THE OPT-OUT PROVISION(S) CONTAINED THEREIN.

14.2 Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or content in violation of these Terms, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Miscellaneous

15.1. Interpretation. The English version of these Terms will be the version used when interpreting or construing these Terms. Section headings are provided for convenience only, and will not affect the interpretation of these Terms. Any words following the terms “including”, “in particular”, “for example”, “such as”, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

15.2 Notice to skillXChange. For a notice to be effective, you must send it to us at skillXchange LLC, 16192 Coastal Highway, Lewes, Delaware 19958

15.3 Notice to You. To the extent permitted under applicable law, we may notify you by email, postal mail, postings within the Services, or other legally acceptable means.

15.4 Assignment. You may not assign or otherwise transfer these Terms or your rights and obligations under these Terms, in whole or in part, without our written consent and any such attempt will be void. We may freely assign or transfer our rights and/or obligations under these Terms to a third party. In addition, if you are purchasing through a reseller, distributor, or similar third party, you acknowledge and agree that skillXchange reserves the right, upon notice, to require such third party to assign the relationship directly to skillXchange (or to another third party that skillXchange may specify), and in such event, you agree to fully comply and cooperate with such transfer and to do all things reasonably necessary to effect the same.

15.5 Severability. If at any time any provision of these Terms is or becomes illegal, invalid, or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity, or enforceability of the remaining provisions hereof nor the legality, validity, or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired thereby, and the remainder of the provisions of these Terms will remain in full force and effect. SkillXchange and you agree to endeavor in good faith negotiations to replace any illegal, invalid or unenforceable provision with a valid, legal and enforceable provision, the economic effect of which comes as close as possible to the illegal, invalid or unenforceable provision.

15.6 No Waiver. Our failure to enforce or exercise any provision set forth in these Terms is not a waiver of that provision.

DMCA

We respect the Intellectual Property Rights of others and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”), in accordance with our Terms of Use.

Terms of Use

These Terms of Use are effective as of March 15, 2022.

Welcome to the skillXchanges.com website (the “Site”). skillXchange LLC doing business as “SkillXChange” (also referred to as “we”, “us”, and “our”) maintains the public areas of this Site as a service to our website visitors.

By accessing the public areas of this Site, you are subject to the following terms of use.

Age Restrictions

If you reside in the United States and are under the age of 13, or if you reside outside the United States and are under the age of 16, please do not share personal information on this Site. We will not knowingly collect personal information from you. If we discover that you have shared personal information, we will delete it immediately upon discovery.

Access Restrictions; Monitoring

You may access the public areas of this Site, but only for your own internal purposes. You may not access (or attempt to access) this Site by any means other than through the interface we provide unless you have been specifically allowed to do so in a separate agreement. You may not access (or attempt to access) this Site through any automated means (including the use of scripts or web crawlers), and you shall comply with the instructions set out in any robots.txt file present on this Site. You may not (i) resell, sublicense, transfer, assign, or distribute this Site, its services, or content; (ii) modify or make derivative works based on this Site, its services, or content; or (iii) “frame” or “mirror” this Site, its services, or content on any other server or Internet-enabled device. You may not use this Site for any illegal or unauthorized purpose.

We reserve the right, but not the obligation, to monitor your access and use of the public areas of this Site without notice to you. We may also record and/or log your use of the public areas of this Site. For more information, please refer to our Privacy Policy.

Use Restrictions

You may not change, modify, adapt, or alter this Site or change, modify, or alter another website to falsely imply that it is associated with this Site or SkillXChange. You may not interfere with, disable, overburden, damage, impair, or disrupt this Site or servers or networks connected to this Site, including by transmitting any worms, viruses, spyware, malware, or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any skillXchange page is rendered or displayed in a user’s browser or device. You may not attempt to restrict another user from using or enjoying this Site and you may not encourage or facilitate violations of these Terms of Use or any other skillXchange terms. Regarding the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders: by accessing this Site, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

Scope of Agreement

These Terms of Use constitute the entire and only terms between us and you regarding your access to the public areas of this Site. skillXchange reserves the right, in its sole discretion, to change these terms from time to time. You should review these terms periodically for purposes of understanding our then-current terms.

skillXchange Content; No Express or Implied Licenses

The Site contains content owned or licensed by skillXchange (“skillXchange Content”). skillXchange Content is protected by copyright, trademark, patent, trade secret, and other laws, and, as between you and skillXchange, skillXchange owns and retains all rights in the skillXchange Content and this Site. There are no express or implied licenses hereunder, and any rights not expressly granted herein are reserved by skillXchange and its licensors. Without limiting the generality of the foregoing, you may not remove, alter, or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the skillXchange Content, and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license, or otherwise exploit the skillXchange Content.

Trademarks

skillXchange® is the trademark or registered trademark of skillXchange LLC, in the United States and/or other countries. All other trademarks and registered trademarks are the property of their respective owners.

DMCA Notice; Copyright Infringement

skillXchange respects the rights of all copyright holders and in this regard, skillXchange has adopted and implemented a policy that provides for the termination in appropriate circumstances of users and account holders who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide skillXchange’s Copyright Agent with the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party;
A statement that the complaining party has a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
For copyright inquiries under the Digital Millennium Copyright Act please contact:
DMCA Copyright Agent
Agent Name: W.Harris at skillXchange LLC
Street Address: 16192 Coastal Highway, Lewes DE 19958 Email: privacy@skillXchanges.com

Indemnification

You must defend (at skillXchange’s request), indemnify and hold skillXchange and its affiliates and its and employees, officers, directors, agents, successors, and assigns (collectively, the “skillXchange Parties”) harmless from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney’s fees and costs, arising out of or in any way connected with your use of this Site. You will cooperate as fully required by skillXchange in the defense of any claim. skillXchange reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you may not, in any event, settle any claim without the prior written consent of skillXchange.

Warranty Disclaimer

THE INFORMATION PROVIDED ON OR THROUGH THE PUBLIC AREAS OF THE SITE IS PROVIDED “AS-IS” AND “AS AVAILABLE” TO THE FULLEST EXTENT POSSIBLE BY LAW. TO THE FULLEST EXTENT POSSIBLE BY LAW, SKILLXCHANGE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED OR STATUTORY AS TO THIS SITE, SKILLXCHANGE CONTENT, OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO SKILLXCHANGE OR VIA THIS SITE, ALL OF WHICH ARE HEREBY DISCLAIMED (INCLUDING THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS). THE INFORMATION AND SITE MAY CONTAIN BUGS, ERRORS, PROBLEMS, OR OTHER LIMITATIONS. SKILLXCHNAGE DOES NOT REPRESENT OR WARRANT THAT THIS SITE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THIS SITE OR THE SERVER THAT MAKES THIS SITE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING VIRUSES AND OTHER FORMS OF MALWARE. DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THIS SITE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. SKILLXCHANGE DOES NOT WARRANT THAT YOUR USE OF THIS SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND SKILLXCHANGE SPECIFICALLY DISCLAIMS SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS. BY ACCESSING OR USING THIS SITE, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THIS SITE.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL SKILLXCHANGE BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THIS SITE; (B) THE SKILLXCHANGE CONTENT; (C) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THIS SITE; (D) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY SKILLXCHANGE OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THIS SITE; (E) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (F) ANY ERRORS OR OMISSIONS IN THIS SITE’S OPERATION; OR (G) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF SKILLXCHANGE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THIS SITE). IN NO EVENT WILL SKILLXCHANGE BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL SKILLXCHANGE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00). IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES, OR INJURIES OUT OF SKILLXCHANGE’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SO INSUFFICIENT THAT THEY MIGHT ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY SITE, SERVICE, PROPERTY, PRODUCT, OR OTHER CONTENT OWNED OR CONTROLLED BY SKILLXCHANGE, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION OF ANY SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY SKILLXCHANGE.

BY ACCESSING THIS SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Use of Information; Feedback

We reserve the right, and you authorize us, to use and assign all information regarding Site uses by you and all information provided by you in any manner, consistent with our Privacy Policy. It is skillXchange’s policy not to accept or consider content, information, ideas, suggestions, or other materials other than those we have specifically requested and to which certain specific terms, conditions, and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, skillXchange does not accept unsolicited materials or ideas and takes no responsibility for any materials or ideas so transmitted. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you give your consent that skillXchange is free to use any such content, information, ideas, suggestions, or other materials, for any purposes whatsoever, including developing and marketing products and services, without any liability or payment of any kind to you.

Privacy Policy

Please review our Privacy Policy for information regarding the information we collect.

Links to Other Web Sites

This Site contains links to other websites. We are not responsible for the content, accuracy, or opinions express, in such websites, and such websites are not investigated, monitored, or checked for accuracy or completeness by us. Inclusion of any linked website on our Site does not imply approval or endorsement of the linked website by us. If you decide to leave our Site and access these third-party Sites, you do so at your own risk.

Information and Press Releases

This Site contains information and press releases about us. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.

Territorial Restrictions

The information provided within this Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject SkillXChange to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of this Site or any portion of this Site, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that SkillXChange provides.

Miscellaneous

These terms shall be treated as though they originated in Lewes, Delaware, USA, and shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflict of law principles). Any cause of action by you with respect to this Site (and/or any information, products, or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth herein. The language in these terms shall be interpreted as to its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with these terms shall be brought solely in Lewes, Delaware. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process. Should any part of these terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. As used herein, the term “including” means “including without limitation”. Section headings are included for reference and convenience purposes only and shall not be used in interpreting these terms. To the extent that anything in or associated with the public areas of this Site may be in conflict or inconsistent with these terms, these terms shall take precedence. Our failure to enforce any provision of these terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.

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support@skillxchanges.com